In line with Practice 6.1 of the Malaysian Code on Corporate Governance (“MCCG”) issued by the Securities Commission Malaysia on 28 April 2021, the Board (“Board”) has via its Nomination and Remuneration Committee undertaken a formal evaluation to determine each individual Director eligibility to stand for re-election at the 47th AGM of the Company which include the following: i) self and peer performance evaluation, such as priorities context of issues in line with corporate objective, provide realism and practical advice, and add value to Board meetings; ii) Independent Non-Executive Director self-evaluation such as length of service, independent of management and judgement and fulfill the criteria of independences; and iii) level of independence demonstrated by the Independent Non-Executive Director, and his/her ability to act in the best interest of the Company in decision-making by providing an annual declaration of independence. Based on the evaluation results above, all individual Directors (including the retiring Directors) have fulfilled the performance evaluation required. In addition, all Independent Non-Executive Directors have provided their annual declaration of independence. Hence, the Board approved the Nomination and Remuneration Committee’s recommendation that Mr Dion Tan Yong Chien, Madam Vivienne Cheng Chi Fan and Datuk Tan Mann Chai, JP who retire by rotation in accordance with Clause 113 of the Company’s Constitution are eligible to stand for re-election. Madam Vivienne Cheng Chi Fan, who is a member and Chairperson of the Nomination and Remuneration Committee (“NRC”) and Datuk Tan Mann Chai, JP who is a member of NRC, both abstained from deliberations and decisions on their own eligibility at the NRC and Board meetings. Whereas, Mr Dion Tan Yong Chien had abstained from deliberations and decisions on his eligibility at the Board Meeting. In line with Bursa Securities announcement on 19 January 2022, Paragraph 15.01A of Bursa Securities Main Market Listing Requirements, and Fit and Proper Policy adopted by the Board during the year 2022, the Directors who are eligible for reelection have completed their respective Fit & Proper Policy Compliance Checklist to declare that they are a fit and proper person to act as a Director of the Company. EXPLANATORY NOTES TO SPECIAL BUSINESS 1. Ordinary Resolution 7 - Proposed authority for Directors to allot and issue shares pursuant to Sections 75 and 76 of the Act and waiver of pre-emptive rights The general mandate sought by the Company under the proposed Ordinary Resolution 7 is to renew the previous general mandate granted to the Directors of the Company at the Forty-Sixth Annual General Meeting of the Company held on 25 June 2025 to allot and issue shares pursuant to Sections 75 and 76 of the Act. As at the date of this Notice of Meeting, no new shares in the Company were issued under the previous general mandate, which will lapse at the conclusion of the 47th AGM of the Company and hence, no proceeds raised therefrom. The proposed Ordinary Resolution 7, if passed, will empower the Directors of the Company to issue and allot not more than ten per centum (10%) of the Company’s total number of issued shares (excluding treasury shares) for the time being speedily without having to convene a general meeting. This authority, unless revoked or varied by the Company in a general meeting, will expire at the conclusion of the Forty-Eighth Annual General Meeting (“48th AGM”) of the Company. AR 2025 | FINANCIAL STATEMENT & OTHER INFORMATION 402
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