MNRB Berhad : Notice of the 49th Annual General Meeting

NOTICE OF THE 49TH ANNUAL GENERAL MEETING

8. Proposed Amendments to the Constitution of the Company ("Proposed Amendments")

"THAT the Proposed Amendments as set out in Appendix II of the Circular to the Shareholders dated 27 July 2022 be and is hereby approved and adopted with immediate effect.

AND THAT, the Directors and/or Secretary of the Company be and are hereby authorised to do all such acts, deeds and things and take all steps as

By Order of the Board

LENA ABD LATIF

(SSM Practicing Certificate No. 201908002386) (LS 0008766)

Company Secretary Kuala Lumpur

27 July 2022

NOTICE OF THE 49TH ANNUAL GENERAL MEETING

NOTES:

REMOTE PARTICIPATION AND ELECTRONIC VOTING, PROXY AND/OR CORPORATE REPRESENTATIVES

1. The Securities Commission Malaysia had on 7 April 2022, revised the Guidance Note and Frequently Asked Questions on the Conduct of General Meetings for Listed Issuers ("SC's Guidance") which encourage listed issuers to conduct virtual general meetings. As such, the Board and Management have considered all available options and decided that the 49th AGM shall be conducted virtually and entirely via remote participation and electronic voting facilities.
2. The main and only venue for the 49th AGM is the broadcast venue which is strictly for the purpose of complying with
   Section 327(2) of the Companies Act 2016 (the Act) and Article 68 of the Constitution of the Company that require the Chairman of the meeting to be present at the main venue of the meeting. No shareholders/proxies/corporate representatives should be physically present nor admitted at the broadcast venue on the day of the 49th AGM.
3. As the 49th AGM will be conducted virtually, a member who is not able to participate in the AGM is encouraged to appoint the Chairman of the meeting as his/her proxy and indicate the voting instruction in the instrument appointing a proxy.
4. In respect of deposited securities, only a depositor whose name appears on the Record of Depositors on 15 September 2022 shall be eligible to attend this 49th AGM or appoint a proxy(ies) to attend, speak and vote on his/her behalf.
5. Every member including authorised nominees as defined under the Securities Industry (Central Depositories) Act, 1991 (Central Depositories Act) and authorised nominees defined under the Central Depositories Act which are exempted from compliance with the provisions of subsection 25A(1) of the Central Depositories Act (Exempt Authorised Nominees) which hold ordinary shares in the Company for multiple beneficial owners in one securities account (Omnibus Account), is entitled to appoint another person as his/her proxy to exercise all or any of his/her rights to attend, participate, speak and vote instead of him/her at the AGM and that such proxy need not be a member.
6. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he/she specifies the proportion of his/her shareholdings to be represented by each proxy, and only one (1) proxy shall be entitled to vote.
7. The instrument appointing a proxy (ies) shall be in writing under the hand of the member or his/her attorney duly authorised in writing or, if the member is a Corporation, shall either be executed under its common seal or under the hand of two (2) authorised officers, one of whom shall be a director, or in the case of a sole director, by that director in the presence of a witness who attests the signature or of its attorney duly authorised in writing.
8. The Form of Proxy duly completed must be deposited at the Share Registrar's office, Boardroom Share Registrars Sdn. Bhd., 11th Floor, Menara Symphony, No. 5, Jalan Professor Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time set for the 49th AGM or any adjournment thereof. Alternatively, the Form of Proxy may also be deposited electronically through the Boardroom Smart Investor Portal at https://investor.boardroomlimited.com/not less than forty-eight (48) hours before the time of holding the 49th AGM.
9. If the Form of Proxy is submitted without any instruction as to how the proxy shall vote, the proxy will vote in his/her discretion. Any alteration to the Form of Proxy must be initialed. If no name is inserted in the space provided for the name of your proxy, the Chairman of the Meeting will act as your proxy.
10. Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice are to be voted on a poll.

NOTICE OF THE 49TH ANNUAL GENERAL MEETING

Explanatory Notes

1. Item 1 of the Agenda - Audited Financial Statements for the Financial Year Ended 31 March 2022
   This item on the Agenda is meant for discussion only. As such, this Agenda item is not a business which requires a resolution to be put to vote by shareholders.
2. Ordinary Resolution 1 - Payment of Final Single-Tier Dividend
   Pursuant to Section 8.26 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the final single tier dividend, if approved, shall be paid not later than three (3) months from the date of the shareholders' approval.
3. Ordinary Resolutions 2 & 3 - Re-election of Directors
   The Group Nomination & Remuneration Committee ("GNRC") had considered the performance and contribution of each of the retiring Director and have also assessed the independence of the Independent Non-Executive Directors seeking re-election.
   Based on the results of the Board Effectiveness Evaluation conducted, the performance of each of the retiring Director was found to be satisfactory. In addition, each of the retiring Director has also provided his/her annual declaration/ confirmation on his/her fitness and propriety as well as independence. The retiring Directors have also fulfilled the independence criteria set out in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and other independence criteria applied by the Company.
   The Board has endorsed the GNRC's recommendation on the re-election of the retiring Directors and the Board's statement of support are set out in the Statement Accompanying Notice of AGM. The retiring Directors had abstained from deliberations and decisions on their re-election at the GNRC and Board meetings.
   The details and profiles of the Directors who are standing for re-election at the 49th AGM are provided in the Directors Profile section of the Company's Annual Report 2022.
4. Ordinary Resolution 4 - Directors' Fees
   Pursuant to Section 230(1) of Companies Act 2016, any fees and benefits payable to the directors of a listed company and its subsidiaries shall be approved at a general meeting.
   The Directors' Fees remain unchanged as per the fees approved at the last AGM held on 23 September 2021. The resolution if passed, will allow the Company to make the payment of fees to the Non-Executive Directors ("NEDs") on monthly basis instead in arrears after every quarter. The Board is of the view that it is just and equitable for the NEDs to be paid such payment on a monthly basis after they have discharged their responsibilities and rendered their services to the Company.
   The fees of each NED for the financial year ended 31 March 2022 are disclosed in the Notes to the Financial Statements of the Audited Financial Statements for the Financial Year Ended 31 March 2022.