shall further strengthen the Board composition and dynamics. The BNRC and Board hereby recommend for the re-election of each Director who is retiring at the 34th AGM. Any Director referred to in Ordinary Resolutions 1 to 7, who is a shareholder of the Company shall abstain from voting on the resolution in respect of his/her re-election at the 34th AGM. (c) Ordinary Resolutions 8 to 19 - Non-Executive Directors’ Remuneration Section 230(1) of the Act stipulates among others that the fees and any benefits payable to the Directors of a listed company and its subsidiaries shall be approved at a general meeting. As agreed by the Board, the shareholders’ approval shall be sought at the 34th AGM on the Non-Executive Directors’ remuneration of the Company and TNB Subsidiaries CategoryII and III through separate resolutions as follows:- (i) Ordinary Resolutions 8 to 17 on the payment of Non-Executive Directors’ fees for the Non-Executive Chairman and each Non-Executive Director from the 34th AGM until the next AGM of the Company. (ii) Ordinary Resolution 18 on the payment of benefits payable (excluding Non-Executive Directors’ fees) to the Non-Executive Directors from the 34th AGM until the next AGM of the Company. (iii) Ordinary Resolution 19 on the payment of Non-Executive Director’s fee to Muazzam bin Mohamad, from the date of his appointment on 1 July 2023 until the 34th AGM of the Company. NOTICE OF THE 34TH ANNUAL GENERAL MEETING TENAGA NASIONAL BERHAD Integrated Annual Report 2023 378 The last increment of the Non-Executive Directors remuneration/benefits payable was made in 2013. The Board in 2023 engaged an independent expert to undertake the Non-Executive Directors’ Remuneration Benchmarking exercise. Based on the findings, the structure of Non-Executive Directors’ remuneration (including benefits) was generally aligned with the market practice and the Board/BNRC agreed to retain the existing Non-Executive Directors’ remuneration and it is to be reviewed in three (3) years’ time. For the proposed Ordinary