Dagang NeXchange Berhad Annual Report 2025

The Directors’ fees and benefits payable for the Directors for the period from 10 June 2026 until the conclusion of the next Annual General Meeting of the Company (“Mandate Period”) are estimated not to exceed RM4,000,000. This estimation is based on the assumption that the number of eligible Directors will remain until the next Annual General Meeting. This resolution is to facilitate payment of the Directors’ fees and benefits for the Mandate Period. If the proposed fees and benefits are insufficient, the Board will seek shareholders’ approval at the next Annual General Meeting. Detailed breakdowns of Directors’ remuneration for the financial year ended 31 December 2025 are disclosed in the Integrated Report 2025 and the Corporate Governance Report 2025, which are accessible to the public on the Company’s website. In estimating the total amount of Directors’ fees and benefits, the Board has considered various factors, including the number of scheduled and special meetings for the Board, the Board Committees, and the Boards of the Company’s subsidiaries. The assessment also takes into account the number of Non-Executive Directors participating in these meetings, as well as a provisional sum included as a contingency for the future appointment of Directors to the Boards of the Company’s subsidiaries and for potential increases in the number of Board and Board Committees meetings. The Board believes that it is fair and reasonable for the Directors to receive their fees and benefits either on a monthly basis or as incurred, particularly after the Directors have discharged their responsibilities and rendered their services to the Company and its subsidiaries throughout their tenure as Directors. 4. Item 6 of the Agenda The Company had, during its 54th Annual General Meeting held on 26 June 2025, obtained its shareholders’ approval for the general mandate for issuance of shares pursuant to Section 75 and Section 76 of the Companies Act 2016. The Company did not issue any shares pursuant to this mandate obtained. The Ordinary Resolution 7 proposed under item 6 of the Agenda is a renewal of the general mandate for issuance of shares by the Company under Section 75 and Section 76 of the Companies Act 2016. The mandate, if passed, will provide flexibility for the Company and empower the Directors to allot and issue new shares speedily in the Company up to an amount not exceeding in total ten per centum (10%) of the total issued shares/ total number of voting shares of the Company for such purpose as the Directors consider would be in the interest of the Company. This would eliminate any delay arising from and cost involved in convening a general meeting to obtain approval of the shareholders for such issuance of shares. This authority, unless revoked or varied by the Company at a general meeting, will expire at the next AGM. The authority will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose of funding investment project(s) and/or working capital. The waiver of pre-emptive rights pursuant to Section 85 of the Companies Act 2016 will allow the Directors of the Company to issue new shares of the Company which rank equally to existing issued shares of the Company, to any person without having to offer new shares to all the existing shareholders of the Company prior to issuance of new shares in the Company under the general mandate. 5. Item 7 of the Agenda The ESOS was implemented on 6 April 2021, following the shareholders’ approval obtained at the Company’s Extraordinary General Meeting held on 1 April 2021. The Company obtained shareholder approval during the Extraordinary General Meeting held on 26 June 2025, which authorised and empowered the Board to amend the existing ESOS By-Laws by adopting the LTIP By-Laws and reconstitute the ESOS Committee into an LTIP Committee by which the proposed LTIP will be administered in accordance with the LTIP By-Laws by the said LTIP Committee, which will be responsible for, amongst others, implementing and administering the proposed LTIP. The Board announced on 16 January 2026 that it had resolved to extend the Company’s existing LTIP, which is expiring on 5 April 2026, for a further period of five (5) years until 5 April 2031. The proposed Ordinary Resolution 8, if passed, will provide flexibility to the Directors to grant ESOS options and/or share awards (in the form of share grants) under the LTIP to Datuk Hamzah bin Bachee, the Independent Non-Executive Director of the Company, to subscribe for new Company Shares, subject to the By-Laws of the LTIP. NOTICE OF 55TH ANNUAL GENERAL MEETING 243 OPERATIONAL REVIEW SUSTAINABILITY STATEMENT GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDERS’ INFORMATION INTELLIGENCE POWERING

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