Page 376 - Full Book_24.4.2021

nOtICe OF the 24 th
annUaL GeneraL MeetInG

5. ProPosed shAreholders’ MAndATe for recurrenT relATed PArTy TrAnsAcTions
Ordinary Resolution 5
If passed, will enable the Company and/or its Subsidiaries to enter into recurrent transaction involving the interest of Related Parties, which are of a
revenue or trading nature and necessary for the Group’s day-to-day operations, subject to the transactions being carried out in the ordinary course
of business and on terms not to the detriment of the minority shareholders of the Company. The authority, unless revoked or varied by the Company
at a general meeting, will expire at the next Annual General Meeting of the Company.
INTEGRATED ANNUAL REPORT 2020 6. renewAl of AuThoriTy for The direcTors To AlloT And issue new ordinAry shAres in resPecT of The diVidenT
For further details on Ordinary Resolution 5, please refer to Circular to Shareholders dated 30 April 2021.

reinVesTMenT PlAn (“drP”)
Ordinary Resolution 6
If passed, will give authority to the Directors to allot and issue new ordinary share for the DRP in respect of dividends to be declared until the next
Annual General Meeting. A renewal of this authority will be sought at the next Annual General Meeting.

noTes on AbsTenTion froM VoTing
370 Any Director referred to in Ordinary Resolutions 1 and 2, who is a Shareholder of the Company will abstain from voting on the resolutions in respect
of his/her re-election at the 24 AGM.
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All Directors who are Shareholders of the Company will abstain from voting on Ordinary Resolution 3 concerning Directors’ remuneration at the 24 th
BIMB HOLDINGS BERHAD 199701008362 (423858-X) noTes on VirTuAl AgM, VoTing righTs And Procedures th
AGM.

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1) The 24 AGM of the Company will be conducted entirely on a virtual basis through live streaming and online remote voting via remote
Participation and electronic Voting facilities (“RPEV”). The Virtual Meeting via RPEV will be available at https://web.lumiagm.com. Please follow
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the procedures provided in the Administrative Guide for the 24 AGM in order to register, participate and vote remotely.
2) The venue of the 24 AGM is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 and Clause 96 of the Company’s
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Constitution which requires the Chairman of the meeting to be present at the main venue of the meeting. The notification of the venue of the 24
AGM is to inform shareholders where the electronic AGM production and streaming would be conducted. NO shareholders/proxies from the public
will be physically allowed at the meeting venue.
3) In accordance with Clause 109 of the Company’s Constitution, each member of the Company (“Member”) shall be entitled to present and to vote
at any general meeting of the Company, either personally or by proxy or by attorney and to be reckoned in a quorum in respect of shares fully paid
and in respect of partially paid shares where calls are not due and unpaid. Members may exercise their rights to participate (including pose questions
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via the RPEV) during the 24 AGM.
4) Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in this Notice of
the 24 AGM will be conducted by way of a poll.
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5) The Company has appointed its share registrar i.e., Boardroom Share Registrars Sdn Bhd (“boardroom”) as a poll administrator to conduct the poll
by way of electronic voting (“e-voting”) and SKY Corporate Services Sdn Bhd as the Independent Scrutineers to verify the poll results.

noTes on APPoinTMenT of ProXy
1) In accordance with Clause 92 of the Company’s Constitution, a Member entitled to attend and vote at a meeting of the Company is entitled to
appoint one (1) or more proxies to exercise all or any of his/her rights to attend, participate, speak and vote for him/her subject to the following
provisions:-
a) save as provided for Note (2) below, Clause 113 of the Company’s Constitution and the Companies Act 2016, each member shall not be
permitted to appoint more than two (2) proxies to attend the same meeting; and
b) where a Member appoints more than one (1) proxy, the appointment shall be invalid unless he/she specifies the proportion of his/her holdings
to be represented by each proxy.