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Corporate Information

Annual Report 2017

5

NOTICE OF 42

nd

ANNUAL GENERAL MEETING

(I)

Note A

The Audited Financial Statements is for discussion only as it does not require shareholders’ approval pursuant to the provision of

Section 340(1)(a) of the Act. Hence, it is not put forward for voting.

(II) Resolution 1

Under Section 131 of the Act, a company may only make a distribution to the shareholders out of profits of the company available

if the company is solvent. On 24 May 2017, the Board had considered the amount of dividend and decided to recommend the

same for the shareholders’ approval.

The Directors of the Company are satisfied that the Company will be solvent as it will be able to pay its debts as and when the

debts become due within twelve (12) months immediately after the distribution is made on 18 September 2017 in accordance

with the requirements under Section 132(2) and (3) of the Act.

(III) Resolutions 4, 5 and 6

Section 230(1) of the Act provides amongst others, that the fees of the directors and any benefits payable to the directors

of a listed company and its subsidiaries shall be approved at a general meeting. In this respect, the Board agreed that the

shareholders’ approval shall be sought at the 42

nd

AGM on the following payments to Directors in three (3) separate resolutions

as below:

Resolution 4

on payment of Directors’ fees for the Non-Executive Directors for the ensuing financial year.

Resolution 5

on payment of Directors’ fees for the Non-Executive Directors who sit on the Board of Directors of subsidiary

companies from 1 April 2017 until the conclusion of the next AGM of the Company.

Resolution 6

on payment of Directors’ remuneration (excluding Directors’ fees) for the Non-Executive Directors from 1

April 2017 until the conclusion of the next AGM of the Company.

Ordinary Resolutions 4, 5 and 6 comprises fees, allowances and other benefits payable to the Non-Executive Chairman,

members of the Board and Board Committees, including fees and allowances payable to them by subsidiaries are set out in the

table below:

Company

Fee

per Annum

Meeting

Allowance

per meeting

Benefits

Board

Chairman

RM75,000

RM2,000

Medical coverage

and other claimable

benefits

Member

RM50,000

RM2,000

Committees

Chairman of Audit Committee

RM15,000

RM2,000

N/A

Member of Audit Committee

RM12,000

RM2,000

N/A

Member of Nomination and

Remuneration Committee

N/A

RM2,000

N/A

Member of Risk Management

Committee

N/A

RM2,000

N/A