Dagang NeXchange Berhad Annual Report 2018

(II) Special Resolution: Proposed Alteration or Amendment of the Constitution of the Company The proposed amendments to the existing Memorandum and Articles of Association (Constitution) of the Company (“Proposed Amendments”) are to ensure compliance and to bring the Constitution of the Company in line with the following law and regulations:- (a) the Companies Act, 2016 which came into effect on 31 January 2017; and (b) the amended MMLR and the prevailing statutory and regulatory requirements. In view of the substantial amount of Proposed Amendments to the Constitution, the Board proposed that the existing Constitution be altered or amended by the Company in its entirety by the replacement thereof with a new Constitution which incorporated all the Proposed Amendments (New Constitution) as set out in Appendix A. In view of the above, the shareholders’ approval is sought for the Company to alter or amend the whole of the existing Constitution by the replacement thereof with the New Constitution as per Appendix A in accordance with Section 36(1) of the Companies Act 2016. The Appendix A on the Proposed New Constitution of the Company, which is circulated together with the Notice of 49 th AGM dated 30 April 2019, shall take effect once the proposed Special Resolution has been passed by a majority of not less than seventy- five per centum (75%) of such members who are entitled to vote and do vote in person or by proxy at the 49 th AGM. 9. ABSTENTION FROM VOTING (I) Any Director referred to in Resolutions 2, 3, 4 and 5, who is a shareholder of the Company will abstain from voting on the resolution in respect of his/her re-election at the 49 th AGM. (II) All the Non-Executive Directors of the Company who are shareholders of the Company will abstain from voting on Resolution 6 concerning remuneration to the Non-Executive Directors at the 49 th AGM. 200 Dagang NeXchange Berhad Annual Report 2018 Notice of Forty Ninth Annual General Meeting (CONTINUED)