278 OTHER INFORMAT ION 06 Sect ion Ranhi ll Ut i l i t i es Berhad 4. Ordinary Resolution 5 – Payment of Additional Benefits to the Independent Non-Executive Directors The Board proposed the additional amount of RM1,000,000 benefits payable to the Independent NEDs to reflect their invaluable contributions to the success of the Company for the financial year ended 2022 (“Additional Benefits”). This proposed Additional Benefits is a one-off payment of RM200,000 for each Independent NED namely, YBhg. Datuk Abdullah Karim, Mr Lim Hun Soon @ David Lim, Encik Abu Talib Abdul Rahman, Ms Leow Peen Fong and Dr. Arzu Topal. This one-off payment from the Company, if approved by shareholders, shall be paid in 2023. Any Independent NED of the Company who is also a shareholder of the Company is to abstain from voting on Ordinary Resolution 5, where applicable, concerning Additional Benefits payable to the Independent NED at this AGM. 5. Ordinary Resolution 7 – Authority to Allot and Issue Shares Pursuant to Sections 75 and 76 of the Companies Act 2016 The Ordinary Resolution proposed under Resolution 7 of the Agenda is a general mandate for the Directors to issue and allot shares in the Company pursuant to Sections 75 and 76 of the Companies Act 2016 (“the Act”). The proposed Resolution 7, if passed, will give authority to the Directors of the Company, from the date of the 9th AGM, to issue and allot shares or to make or grant offers, agreements or options in respect of shares to such persons, in their absolute discretion including to make or grant offers, agreements or options which would or might require shares in the Company to be issued after the expiration of the approval, without having to convene a general meeting, provided that the aggregate number of shares issued does not exceed 10% of the total number of issued shares of the Company for the time being. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company. The general mandate sought will enable the Directors of the Company to issue and allot shares, including but not limited to making placement of shares for purposes of funding investment(s), working capital and general corporate purposes as deemed necessary. The general mandate gives authority to the Directors to raise funds in an effective and expeditious manner. Pursuant to Section 85 of the Act, to be read together with Clause 61 of the Company’s Constitution, shareholders of the Company have preemptive rights on any new shares in the Company to be offered, which will rank equally to the existing issued shares in the Company. Section 85(1) of the Act provides as follows: “85. Pre-emptive rights to new shares (1) Subject to the constitution, where a company issues shares which rank equally to existing shares as to voting or distribution rights, those shares shall first be offered to the holders of existing shares in a manner which would, if the offer were accepted, maintain the relative voting and the distribution rights of those shareholders.” Clause 61 of the Company’s Constitution provides as follows: “61. Subject to any direction to the contrary that may be given by the Company in general meeting, all new shares or other convertible Securities shall, before issue, be offered to such persons as at the date of the offer are entitled to receive notices from the Company of general meetings in proportion as nearly as the circumstances admit, to the amount of the existing shares or Securities to which they are entitled. The offer shall be made by notice specifying the number of shares or Securities offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and, after the expiration of that time, or on the receipt of any intimation from the person to whom the offer is made that he declines to accept the shares or Securities offered, the Directors may dispose of those shares or securities in such manner as they think most beneficial to the Company. The Directors may likewise also dispose of any new share or Security which (by reason of the ratio which the new shares or Securities bear to shares or Securities held by persons entitled to an offer of new shares or Securities) cannot, in the opinion of the Directors, be conveniently offered under this Constitution.” The proposed Resolution 7, if passed, will exclude your pre-emptive rights to be offered new shares to be issued by the Company pursuant to the said resolution. NOT I CE OF ANNUAL GENERAL MEET ING
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