Dagang NeXchange Berhad Annual Report 2018

NOTES:- 1. A member entitled to attend and vote at the meeting is entitled to appoint proxy/proxies to attend and vote in his/her stead. A proxy may but need not be a member of the Company. 2. In the case of corporate member, the instrument appointing a proxy (“Form of Proxy”) shall be either (a) under its Common Seal or (b) under the hand of duly authorised officer or attorney and in the case of (b), be supported by a certified true copy of the resolution appointing such officer or certified true copy of the power of attorney. 3. A member of the Company holding 1,000 shares or less in the Company shall be entitled to appoint one (1) proxy to attend and vote at the same meeting. A member holding more than 1,000 shares in the Company shall be entitled to appoint a maximum of two (2) proxies to attend and vote at the same meeting and such appointment shall be invalid unless the member specifies the proportion of his/her shareholding to be represented by each proxy. 4. Where a member is an authorised nominee, as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy but not more than two (2) proxies in respect of each securities account it holds which is credited with ordinary shares of the Company. The appointment of two (2) proxies in respect of any particular securities account shall be invalid unless the authorised nominee specifies the proportion of its shareholding to be represented by each proxy. 5. Where a member is an exempt authorised nominee (EAN) as defined under the Securities Industry (Central Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one securities account (omnibus account), there is no limit to the number of proxies which the EAN may appoint in respect of each omnibus account it holds. EAN is advised to list down the name of proxies and the particulars of their NRIC No. (both new and old) and attach it to the Form of Proxy. 6. Any alteration to the Form of Proxy must be initialised. The Form of Proxy duly completed must be deposited at the office of the Share Registrar, Mega Corporate Services Sdn. Bhd. at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur not less than twenty four (24) hours before the time fixed for holding the meeting or any adjournment thereof. 7. EXPLANATORY NOTES ON ORDINARY BUSINESS (I) Audited Financial Statements for the financial year ended 31 December 2018 The audited financial statements are laid in accordance with Section 340(1)(a) of the Companies Act 2016 for discussion only under Agenda 1. They do not require shareholders’ approval and hence, will not be put for voting. (II) Final Single-Tier Dividend On 27 February 2019, the Board of Directors of the Company (“Board”) recommended a final single-tier dividend of 0.5 sen per ordinary share in respect of the financial year ended 31 December 2018 for the shareholders’ approval at the 49 th AGM. If Resolution 1 is passed, the dividend will be paid on 31 July 2019 to those shareholders whose names appear in the Record of Depositors at the close of business on 10 July 2019. (III) Re-election of Directors who retire in accordance with Article 94 and Article 99 of the Company’s Constitution Article 94 of the Company’s Constitution provides that an election of Directors shall take place at an Annual General Meeting of the Company. All Directors shall retire from office once at least in every 3 years, but shall be eligible for re-election. With the current Board size, three (3) Directors are to retire in accordance with Article 94 of the Company’s Constitution. The shareholders’ approval is sought under Resolutions 2, 3 and 4. Article 99 of the Company’s Constitution provides that where a person has been appointed as Director either to fill a casual vacancy or as an additional Director, he shall hold office only until the next annual general meeting and shall then be eligible for re-election, but shall not be taken into account in determining the number of Directors who are to retire by rotation at such meeting. Tan Sri Abd Rahman Mamat, Dato’ Wong Kam Yin and Ang Hsin Hsien are standing for re-election as Directors of the Company. The Nomination and Remuneration Committee (“NRC”) and the Board have considered the assessment of the three (3) Directors and collectively agree that they meet the criteria of character, experience, integrity, competence and time commitment to effectively discharge their respective roles as Directors, as prescribed by Paragraph 2.20A of the MMLR. The profiles of these Directors are set out on pages 34, 37 and 40 of the Company’s Annual Report for the financial year ended 31 December 2018. The Board, through 198 Dagang NeXchange Berhad Annual Report 2018 Notice of Forty Ninth Annual General Meeting (CONTINUED)