3. A member entitled to attend and vote is entitled to appoint not more than two (2) proxies (or in the case of a corporation, to appoint a representative(s) in accordance with Section 333 of the Companies Act, 2016) to attend and vote in his stead. There shall be no restriction as to the qualification of the proxy(ies). 4. The Form of Proxy in the case of an individual shall be signed by the appointor or his attorney, and in the case of a corporation, either under its common seal or under the hand of an officer or attorney duly authorised. 5. Where a member appoints two (2) proxies, the appointment shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy. 6. Where a member of the Company is an exempt authorised nominee 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 exempt authorised nominee may appoint in respect of each omnibus account it holds. 7. The Form of Proxy or other instruments of appointment shall not be treated as valid unless deposited at the registered office of the Company at RedQ, Jalan Pekeliling 5, Lapangan Terbang Antarabangsa Kuala Lumpur (klia2), 64000 KLIA Selangor, Malaysia or by electronic lodgement via the TIIH Online website at https://tiih.online not less than forty-eight (48) hours before the time set for holding the Meeting. Faxed copies of the duly executed form of proxy are not acceptable. 8. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in this Notice will be put to vote by way of poll. 9. By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty. EXPLANATORY NOTES: A. Audited Financial Statements together with the Reports of the Directors and Auditors thereon for the financial year ended 31 December 2021 This Agenda item is meant for discussion only in accordance with Sections 248(2) and 340(1) of the Companies Act, 2016 (“the Act”). The audited financial statements do not require the formal approval of shareholders and hence, the matter will not be put forward for voting. B. To approve the Non-Executive Directors’ Remuneration for the period from 17 June 2022 until the next Annual General Meeting (“AGM”) of the Company to be held in the year 2023 (Ordinary Resolution 1) The Board of Directors (“Directors”) recommended that the Non-Executive Directors’ Remuneration for the period from 17 June 2022 or any adjournment thereof until the next AGM of the Company to be held in the year 2023 shall remain unchanged as per the financial year ended 31 December 2021, as shown below:- Non-Executive Directors’ Fees (per annum) Non-Executive Chairman (RM) Per Non-Executive Director/ Per other Committee Member (RM) Board of Directors N/A 262,500 Audit Committee 75,000 60,000 Nomination and Remuneration Committee 55,000 35,000 Safety Review Board 55,000 35,000 Risk Management and Sustainability Committee 55,000 35,000 Non-Executive Directors’ Benefits (per attendance by each Director or committee member) Board of Directors (RM) Board Committees (RM) Meeting allowance 2,000 2,000 Other Non-Executive Directors’ Benefits Insurance premiums on medical coverage, and other claimable expenses incurred in the course of carrying out their duties. Up to a total amount of RM100,000 for all Non-Executive Directors. 3 3 0 C A P I T A L A B E R H A D Notice of Annual General Meeting (cont’d.)
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