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CHAIRMAN’S DELIVERING MSM MANAGEMENT DISCUSSION GROUP FINANCIAL
STATEMENT VALUE OVERVIEW & ANALYSIS REPORT

NOTICE OF ANNUAL GENERAL MEETING

Explanatory Note 2:

Non-Executive Directors’ Remuneration
2.1 Section 230(1) of the CA 2016 provides amongst others, that the fees of the Directors and any benefits payable to the
Directors of a listed company and its subsidiaries shall be approved at a general meeting. In this respect, the Board
agreed that the Shareholders’ approval shall be sought at the 10 AGM on the Directors’ remuneration in three (3)
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separate resolutions as below:
(a) Resolution 1 : payment of Board Committees’ fees for the Non-Executive Directors from 1 January 2020 until the
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conclusion of the 10 AGM;
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242 (b) Resolution 2 : payment of Directors’ fees for the Non-Executive Directors from the conclusion of the 10 AGM until
the conclusion of the next AGM of MSM to be held in 2022; and
(c) Resolution 3 : payment of benefits payable to the Non-Executive Directors from the conclusion of the 10 AGM until
MSM MALAYSIA HOLDINGS BERHAD Annual Report 2020
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the conclusion of the next AGM of MSM to be held in 2022.
2.2 In July 2020, the Nomination and Remuneration Committee (“NRC”) had engaged an external consultant, KPMG
Management & Risk Consulting Sdn Bhd (“KPMG MRC”) to conduct an independent review of the remuneration framework
for Non-Executive Directors of MSM, with a view of ascertaining its competitiveness and alignment with the long-term
interests of the Company.

2.3 The outcome of the review from KPMG MRC surfaced that an overall marginal increase in remuneration of MSM’s
Non-Executive Directors is warranted based on benchmarks gathered from government linked companies and
companies that form part of a listed group structure. It was also notably recommended that benefits in the form of
security services/driver allowance should be scrapped.
2.4 The Board of MSM adopted a position that the increase in the overall remuneration quantum and the reconstitution of the
scrapped security services/driver allowance should be reflected in the form of an increase to Board Committee’s fees.

Explanatory Note 3:
Resolution 1 : Payment of Board Committees’ fees for the Non-Executive Directors from 1 January 2020 until the
conclusion of the 10 AGM
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3.1 At MSM’s 9 Annual General Meeting (“9 AGM”) held on 17 June 2020, Shareholders approved the following resolution:
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a) Resolution 2 : payment of Directors’ fees for the Non-Executive Directors from 1 January 2020 until the next AGM of
the Company to be held in 2021.
3.2 Based on the Shareholders’ approval in the 9 AGM mentioned above, the Directors’ fees paid and payable from
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1 January 2020 until this AGM of the Company is as below:
Financial year ended Period from 1 January 2021 to
31 December 2020 the conclusion of the 10 AGM
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BOARD’S FEES (RM) (RM)
Directors’ fees (excluding Board Committee’s fees) approved
at the 9 AGM
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- Paid 1,035,645 January – March : 285,202
- Payable - April – June : 288,750