Affin Bank Berhad | Annual Report 2020

517 NOTICE OF ANNUAL GENERAL MEETING AFFIN BANK BERHAD 197501003274 (25046-T) | ANNUAL REPORT 2020 (10) Explanatory Notes on Ordinary Businesses: (i) Audited Financial Statements for the Financial Year Ended 31 December 2020 The Audited Financial Statements are for discussion only as they do not require shareholders’ approval pursuant to Section 340(1) of the Companies Act 2016. Hence, this matter will not be put for voting. (ii) Ordinary Resolutions 1 to 3 - Re-election of Directors The profiles of Directors seeking re-election are set out in the Board of Directors’ Profiles section of the Company’s 2020 Annual Report. (iii) Ordinary Resolutions 4 and 5 - Remuneration Payable to Non-Executive Directors The Non-Executive Chairman and Non-Executive Directors are entitled to the following:- (a) Directors’ Fee:- Fees (RM) Chairman Member Board Director’s Fees 160,000 130,000 (per annum) Board Committee Board Committee Fees 40,000 35,000 (per annum) (b) Meeting allowance:- Fees (RM) Chairman Member Board Director’s Sitting Fees 3,000 2,000 (per meeting) Board Committee Board Committee 2,400 2,000 Sitting Fees (per meeting) (c) Car Allowance for Chairman: RM6,000 per month (d) Token of appreciation upon retirement/resignation: RM15,000 per year of service up to maximum of RM180,000 per Director. (e) Benefits-in-kind include claimable benefits. (iv) Ordinary Resolution 7 - Authority for Directors to Issue Shares The Company has not issued any shares under the general mandate for allotment of shares pursuant to Section 75 and Section 76 of the Companies Act, 2016 which was approved at the 44 th AGM held on 27 July 2020 and will lapse at the conclusion of the 45 th AGM to be held on 2 June 2021. The proposed ordinary resolution 7, if passed, will give powers to the Directors to issue up to a maximum of 10% of the issued share capital of the Company for the time being for such purposes as the Directors consider would be in the interests of the Company. The authority will, unless revoked or varied by the Company in a General Meeting, expire at the conclusion of the next AGM or the expiration of the period within which the next AGM is required by law to be held, whichever is earlier. The General Mandate sought will provide flexibility to the Company for any possible fund-raising activities, including but not limited for further placing of shares, for purpose of funding investment(s), working capital and/or acquisition(s). (v) Ordinary Resolution 8 - Dividend Reinvestment Plan The proposed ordinary resolution 8 if passed, will give authority to the Board to allot and issue new ABB Shares pursuant to the Dividend Reinvestment Plan in respect of any future dividends to be declared, to which the Dividend Reinvestment Plan applies and such authority shall expire at the conclusion of the next AGM of the Company. (vi) Ordinary Resolution 9 - Proposed Shareholders’ Mandate The proposed ordinary resolution 9, if passed, will enable the Company and/ or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature which are necessary for the day-to- day operations of the Company and/or its subsidiaries, subject to the transactions being carried out in the ordinary course of business of the Company and/or its subsidiaries and on normal commercial terms which are generally available to the public and not detrimental to the minority shareholders of the Company.