235 Integrated Annual Report 2021 Governance Audited Financial Statements Other Information (x) Any Notice of Termination of Authority to act as Proxy must be received by the Company at least forty-eight (48) hours before the time appointed for the holding of the meeting or adjourned meeting, failing which, the termination of the authority of a person to act as proxy will not affect the following in accordance with Section 338 of the Companies Act 2016:- a. the constitution of the quorum at such meeting; b. the validity of anything he/she did as Chair of such meeting; c. the validity of a poll demanded by him/her at such meeting; or d. the validity of the vote exercised by him/her at such meeting. (xi) Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all the resolutions set out in the Notice of AGM will put to vote by way of poll. Poll Administrator and Independent Scrutineers will be appointed to conduct the polling process and verify the results of the poll respectively. (B) EXPLANATORY NOTES 1. Audited Financial Statements for the financial year ended 31 December 2021 The Audited Financial Statements under Item 1 of the Agenda are laid in accordance with Section 340(1)(a) the Companies Act 2016 for discussion only. They do not require shareholders’ approval and hence, this agenda item will not be put forward for voting. 2. Ordinary Resolutions 1 to 3 – Re-election of Directors The Board via the Nomination Committee has reviewed the performance of each Director subject for re-election, through an annual assessment, are satisfied with the performance, contribution and effectiveness of the Directors. Mr. Haakon Bruaset Kjoel, Mr. Lars Erik Tellmann and Datuk Iain John Lo being eligible, have offered themselves for re-election at this AGM. These three (3) retiring Directors have abstained fromdeliberations and decisions on their own eligibility and suitability to stand for re-election at the relevant Board and Board Committees meetings. They do not hold any shares in the Company and have no conflict of interests with the Company. The profiles of these retiring Directors are set out on pages 84, 86 and 88 of the Integrated Annual Report 2021. 3. Ordinary Resolution 6 - Retention of Puan Yasmin Binti Aladad Khan as Independent Non-Executive Director The Board via the Nomination Committee, through an annual assessment, has reviewed and recommended the retention of Puan Yasmin Binti Aladad Khan who will serve the Board for more than nine (9) years on 23 July 2022 to continue to act as Independent Non-Executive Director of the Company based on the following justifications: • She fulfilled the criteria under the definition of Independent Director as stated in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. • Puan Yasmin’s vast experience enables her to provide the Board with a diverse set of experience, expertise, skills and competence. She has good understanding of the industry and the Company’s business operations which enable her to participate actively and contribute effectively for robust discussion at the Audit and Risk Committee, Nomination Committee, Remuneration Committee and Board Meetings without compromising her independence and objective judgement. • She has exercised due care and promotes good corporate governance practices during her tenure as Independent Non-Executive Director of the Company and carried out her duties in the best interest of the Company. Notice of Annual General Meeting
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