Annual Report 2020

2. Ordinary Resolution 1 With reference to Section 131 of the Companies Act 2016, a company may only make a distribution to the shareholders out of profits of the Company available if the Company is solvent. On 29 June 2020, 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 12 months immediately after the distribution is made on 15 October 2020 in accordance with the requirements under Section 132(2) and (3) of the Companies Act 2016. 3. Ordinary Resolutions 2 to 6 Clause 124 of the Company’s Constitution provides that one-third of the directors for the time being, or if their number is not three or a multiple of three, then the number nearest one-third shall retire from office but shall be eligible for re-election. Hence, 3 out of 9 Directors of the Company are to retire in accordance with Clause 124 of the Company’s Constitution. Clause 129 of the Company’s Constitution provides that the directors may appoint a person who is willing to act as Director, either to fill a casual vacancy or as an additional Director, in accordance with the Company’s Constitution. The directors so appointed shall hold office only until this annual general meeting and shall then be eligible for re-election. 4. Ordinary Resolutions 7 and 8 The actual payment of Directors’ fees incurred for the financial year 2020 was RM1,170,000. The proposed Ordinary Resolutions 7 and 8, if passed, will give authority to the Company to pay the Directors’ fees and benefits from 1 October 2020 until the next Annual General Meeting. The Directors’ fees and benefits comprise the following and will be paid as and when incurred: Fees Amount Chairman of the Board RM11,000 per month Chairman of the Board Committees RM10,000 per month Group Managing Director RM9,000 per month Executive Director RM7,000 per month Independent Director RM7,500 per month Benefits Meeting Allowance RM1,000 per meeting day Directors’ and Officers’ Indemnity Insurance RM25,185 5. Ordinary Resolution 9 The approved payment of Directors’ fees commencing the conclusion of the 22ndAGM up till the conclusion of the 23rd AGMwas at RM1,062,000. Following the postponement of the 23rd AGM fromAugust to September 2020, the additional payment of Directors’ fees amounted to RM88,500. A Milestone on Our Sustainable Growth Journey 237