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investments and to carry out industrial, commercial andbusiness activities Türkiye Associate of Independent Power International Ltd. Malaysian Shoaiba Consortium Sdn. Bhd.* 20% 20% Acquiring and hold for investment, shares, stocks, debentures in Malaysia or elsewhere Malaysia Associate of Oasis Parade Sdn. Bhd. SaudiMalaysiaOperation&Maintenance ServicesCompanyLimited*30%30%Operationandmaintenanceofelectricitygenerationstationsandwaterdesalinationplants Kingdom of Saudi Arabia Associate of Pelabuhan Lumut Sdn. Bhd. LumutMaritimeTerminalSdn.Bhd.*50%less 1share50%less 1shareOperationsofmulti-purposeportfacilities,operationandmaintenanceofabulkterminal,salesandrentalofportrelatedlandandotherancillaryactivities Malaysia Associate of Power and Energy International (Mauritius) Ltd. GMR Energy Limited*^ - 30% Development, operation and maintenance of power generation projects and sale of power to off-takers India NOTES TO THE FINANCIAL STATEMENTS 31 December 2023 FINANCIAL STATEMENTS Sec 5 361 51 LIST OF ASSOCIATES (CONTINUED) The list of associates of the Group is as follows: (continued) Name of associate Group’s effective interest Principal activities Country of incorporation 2023 2022 Associateof Elopura Power Sdn. Bhd. Oriole Hydro Padas Sdn. Bhd.* 17% 17% Power generation utilising hydroelectric power plant Malaysia Associate of TNB Energy Services Sdn. Bhd. Jana Landfill Sdn. Bhd.* 20% 20% Generation and distribution of heat and electricity using methane gas from landfill sites Malaysia Associate of TNB Renewables Sdn. Bhd. SD Plantation TNB Renewables Sdn. Bhd. 49% 49% T o develop, set up, construct, install, operate and maintain renewable energy or biogas power plant which uses the palm oil mill effluent as its main source of fuel Malaysia Associate of TNB Engineering Corporation Sdn. Bhd. Abraj Cooling LLC* 49% 49% Contracting works for the construction of district cooling plants United Arab Emirates Associate of TNB Properties Sdn. Bhd. KM Metro-TNB Properties Sdn. Bhd.* 40% 40% Dormant Malaysia Associate of | [
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Sdn. Bhd. Oriole Hydro Padas Sdn. Bhd.* 17% 17% Power generation utilising hydroelectric power plant Malaysia Associate of TNB Energy Services Sdn. Bhd. Jana Landfill Sdn. Bhd.* 20% 20% Generation and distribution of heat and electricity using methane gas from landfill sites Malaysia Associate of TNB Renewables Sdn. Bhd. SD Plantation TNB Renewables Sdn. Bhd. 49% 49% T o develop, set up, construct, install, operate and maintain renewable energy or biogas power plant which uses the palm oil mill effluent as its main source of fuel Malaysia Associate of TNB Engineering Corporation Sdn. Bhd. Abraj Cooling LLC* 49% 49% Contracting works for the construction of district cooling plants United Arab Emirates Associate of TNB Properties Sdn. Bhd. KM Metro-TNB Properties Sdn. Bhd.* 40% 40% Dormant Malaysia Associate of TNBResearch Sdn. Bhd. Gunung Tenaga Sdn. Bhd.* 40% 40% Dormant Malaysia Associate of Vantage RE No. 1 Limited Blyth Offshore Demonstrator Limited* 49% 49% Ownership, construction and operation of a 42MW offshore wind farm United Kingdom * Not audited by PwC. ^ Disposed during the financial year. The associates’ principal place of business is situated in the country of incorporation. NOTES TO THE FINANCIAL STATEMENTS 31 December 2023 TENAGA NASIONAL BERHAD Integrated Annual Report 2023 362 52 EVENTS AFTER REPORTING PERIOD (a) SESB's Loan Restructuring On 29 January 2024, SESB has accepted the loan restructuring proposal with regards to the Ninth Malaysia Plan, offered by the Ministry of Finance. The finalisation of the repayment schedule is expected to be completed by June 2024. (b) Acquisition of 115MW onshore wind projects in Scotland by VRE On 31 January 2024, TNBI, through its wholly owned subsidiary, VRE, completed its acquisition of 100.0% stakes in Camilty Windfarm Limited, Shelloch Windfarm Limited and Troston Windfarm Limited project rights consisting of three onshore wind projects in Scotland, totalling up to 115MW capacity for a purchase consideration of GBP5.5 million and contingent consideration | [
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incorporation. NOTES TO THE FINANCIAL STATEMENTS 31 December 2023 TENAGA NASIONAL BERHAD Integrated Annual Report 2023 362 52 EVENTS AFTER REPORTING PERIOD (a) SESB's Loan Restructuring On 29 January 2024, SESB has accepted the loan restructuring proposal with regards to the Ninth Malaysia Plan, offered by the Ministry of Finance. The finalisation of the repayment schedule is expected to be completed by June 2024. (b) Acquisition of 115MW onshore wind projects in Scotland by VRE On 31 January 2024, TNBI, through its wholly owned subsidiary, VRE, completed its acquisition of 100.0% stakes in Camilty Windfarm Limited, Shelloch Windfarm Limited and Troston Windfarm Limited project rights consisting of three onshore wind projects in Scotland, totalling up to 115MW capacity for a purchase consideration of GBP5.5 million and contingent consideration ofGBP1.4 million. The Group is in the midst of assessing the acquisition and its financial impact. FINANCIAL STATEMENTS Sec 5 363 STATEMENT BY DIRECTORS Pursuant To Section 251(2) of The Companies Act 2016 STATUTORY DECLARATION Pursuant To Section 251(1) of The Companies Act 2016 We, Dato’ Abdul Razak bin Abdul Majid and Datuk Ir. Megat Jalaluddin bin Megat Hassan, the Directors of Tenaga Nasional Berhad, do hereby state that, in the opinion of the Directors, the financial statements set out on pages 202 to 362 are drawn up so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2023 and financial performance of the Group and of the Company for the financial year ended 31 December 2023 in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. Signed on behalf of the Board of Directors, in accordance with a resolution dated 19 March 2024. DATO’ ABDUL RAZAK BIN ABDUL MAJID DATUK IR. MEGAT JALALUDDIN BIN MEGAT HASSAN CHAIRMAN PRESIDENT/CHIEF EXECUTIVE OFFICER I, Nazmi bin Othman, the Officer primarily responsible for | [
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state that, in the opinion of the Directors, the financial statements set out on pages 202 to 362 are drawn up so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2023 and financial performance of the Group and of the Company for the financial year ended 31 December 2023 in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. Signed on behalf of the Board of Directors, in accordance with a resolution dated 19 March 2024. DATO’ ABDUL RAZAK BIN ABDUL MAJID DATUK IR. MEGAT JALALUDDIN BIN MEGAT HASSAN CHAIRMAN PRESIDENT/CHIEF EXECUTIVE OFFICER I, Nazmi bin Othman, the Officer primarily responsible for thefinancial management of Tenaga Nasional Berhad, do solemnly and sincerely declare that the financial statements set out on pages 202 to 362 are, in my opinion, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960. NAZMI BIN OTHMAN MIA MEMBERSHIP NO. 6747 Subscribed and solemnly declared by the abovenamed Nazmi bin Othman at Kuala Lumpur, Malaysia on 19 March 2024, before me. COMMISSIONER FOR OATHS TENAGA NASIONAL BERHAD Integrated Annual Report 2023 364 REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS Our opinion In our opinion, the financial statements of Tenaga Nasional Berhad (“the Company”) and its subsidiaries (“the Group”) give a true and fair view of the financial position of the Group and of the Company as at 31 December 2023, and of their financial performance and their cash flows for the financial year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. What we have audited We have audited the financial statements of the Group and of the Company, which comprise the statements of financial position as at 31 December | [
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March 2024, before me. COMMISSIONER FOR OATHS TENAGA NASIONAL BERHAD Integrated Annual Report 2023 364 REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS Our opinion In our opinion, the financial statements of Tenaga Nasional Berhad (“the Company”) and its subsidiaries (“the Group”) give a true and fair view of the financial position of the Group and of the Company as at 31 December 2023, and of their financial performance and their cash flows for the financial year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. What we have audited We have audited the financial statements of the Group and of the Company, which comprise the statements of financial position as at 31 December 2023of the Group and of the Company, and the statements of profit or loss, statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and notes to the financial statements, comprising material accounting policies and other explanatory information, as set out on pages 202 to 362. Basis for opinion We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our responsibilities under those standards are further described in the “Auditors’ responsibilities for the audit of the financial statements” section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence and other ethical responsibilities We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (“IESBA Code”), and we | [
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as set out on pages 202 to 362. Basis for opinion We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our responsibilities under those standards are further described in the “Auditors’ responsibilities for the audit of the financial statements” section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence and other ethical responsibilities We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (“IESBA Code”), and we havefulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code. Our audit approach As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements of the Group and of the Company. In particular, we considered where the Directors made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud. We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Group and of the Company, the accounting processes and controls, and the industry in which the Group and the Company operate. INDEPENDENT AUDITORS’ REPORT To The Members of Tenaga Nasional Berhad (Incorporated In | [
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subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud. We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Group and of the Company, the accounting processes and controls, and the industry in which the Group and the Company operate. INDEPENDENT AUDITORS’ REPORT To The Members of Tenaga Nasional Berhad (Incorporated In Malaysia)(Registration No. 199001009294 (200866-W)) FINANCIAL STATEMENTS Sec 5 365 REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED) Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the Group and of the Company for the current financial year. These matters were addressed in the context of our audit of the financial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters How our audit addressed the key audit matters Revenue recognition for sales of electricity Refer to Note 31 - Revenue Sales of electricity of RM51,713.2 million and RM48,223.3 million is the most significant component of the Group’s and the Company’s revenue, respectively, for the financial year ended 31 December 2023. Revenue from sales of electricity is based on the end customers’ consumption and the related tariff rates, which are governed by the Incentive Based Regulations imposed by the Energy Commission. We focused on the revenue recognition for sales of electricity as it involves the use of complex billing | [
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of the Group and of the Company as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters How our audit addressed the key audit matters Revenue recognition for sales of electricity Refer to Note 31 - Revenue Sales of electricity of RM51,713.2 million and RM48,223.3 million is the most significant component of the Group’s and the Company’s revenue, respectively, for the financial year ended 31 December 2023. Revenue from sales of electricity is based on the end customers’ consumption and the related tariff rates, which are governed by the Incentive Based Regulations imposed by the Energy Commission. We focused on the revenue recognition for sales of electricity as it involves the use of complex billing andaccounting systems to process large volumes of data with different tariffs based on respective customer categories and consumption. We performed the following audit procedures: • Tested the overall information technology general controls of the billing and accounting systems recording the revenue transactions; • Tested the application controls within the billing systems over the following: - maintenance of tariff rates in the billing systems; - accuracy of calculation of amounts billed to customers; and - recording of revenue transactions; • Tested the billings and revenue adjustments on a sampling basis to assess whether the revenue recognised and revenue adjustments are valid and recorded accurately; and • Examined the correspondence with the Energy Commission and assessed whether there were any material matters that would affect revenue recognition. Based on the above procedures performed, we did not find any material exceptions. Reinvestment allowance (‘RIA’) claims Refer to Note 4 – Critical Accounting Estimates and Judgements and Note 42 - Contingent Liabilities and Material Litigations The Inland Revenue Board (‘IRB’) had disallowed the Company’s RIA claims for the Years of Assessment (‘YAs’) 2013, 2014, 2015, 2016, 2017 and 2018 and had | [
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in the billing systems; - accuracy of calculation of amounts billed to customers; and - recording of revenue transactions; • Tested the billings and revenue adjustments on a sampling basis to assess whether the revenue recognised and revenue adjustments are valid and recorded accurately; and • Examined the correspondence with the Energy Commission and assessed whether there were any material matters that would affect revenue recognition. Based on the above procedures performed, we did not find any material exceptions. Reinvestment allowance (‘RIA’) claims Refer to Note 4 – Critical Accounting Estimates and Judgements and Note 42 - Contingent Liabilities and Material Litigations The Inland Revenue Board (‘IRB’) had disallowed the Company’s RIA claims for the Years of Assessment (‘YAs’) 2013, 2014, 2015, 2016, 2017 and 2018 and had issuednotices of additional assessments (‘Notices’) to the Company, amounting in aggregate to RM7,858.6 million. As at 31 December 2023, the Group and Company recorded a tax recoverable of RM3,522.4 million and have not recorded the potential tax liabilities of RM6,101.4 million arising from the tax impact if the RIA claims are disallowed and the Company loses its appeal. Based on the legal advice obtained from its tax solicitors on the merits of the cases, the Directors are of the opinion that no provision is required in the financial statements for the potential tax liability up to the reporting date. We focused on this area due to the inherent uncertainties involved in the outcome of judgement on the RIA by the Special Commissioners of Income Tax and by the Kuala Lumpur High Court, including the subsequent notice of appeal filed by the IRB before the Court of Appeal. We performed the following audit procedures: • Evaluated the Directors’ assessment on the basis of recoverability of the tax recoverable of RM3,522.4 million in respect of RIA and the potential tax liabilities of RM6,101.4 million in respect of RIA by the IRB by assessing the independent legal confirmations obtained from | [
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the merits of the cases, the Directors are of the opinion that no provision is required in the financial statements for the potential tax liability up to the reporting date. We focused on this area due to the inherent uncertainties involved in the outcome of judgement on the RIA by the Special Commissioners of Income Tax and by the Kuala Lumpur High Court, including the subsequent notice of appeal filed by the IRB before the Court of Appeal. We performed the following audit procedures: • Evaluated the Directors’ assessment on the basis of recoverability of the tax recoverable of RM3,522.4 million in respect of RIA and the potential tax liabilities of RM6,101.4 million in respect of RIA by the IRB by assessing the independent legal confirmations obtained from management’sexternal legal counsel; and • Examined the correspondence between the Company and the tax authority and assessed the matters in dispute based on advice from our tax experts to review the basis of applying the relevant tax laws. Based on the procedures performed above, we did not find any material exceptions to the Directors’ judgement in the treatment of the tax recoverable balance and the potential tax liabilities. INDEPENDENT AUDITORS’ REPORT To The Members of Tenaga Nasional Berhad (Incorporated In Malaysia) (Registration No. 199001009294 (200866-W)) TENAGA NASIONAL BERHAD Integrated Annual Report 2023 366 REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED) Key audit matters (continued) Key audit matters How our audit addressed the key audit matters Assessment on carrying value of post-employment benefits Refer to Note 4 – Critical Accounting Estimates and Judgements and Note 24 – Employee Benefits As at 31 December 2023, the Group recorded post-employment benefit asset of RM147.1 million and post-employment benefit liabilities of RM12,371.1 million while the Company recorded post-employment benefit asset of RM147.1 million and post-employment benefit liabilities of RM11,613.7 million. Management assessed the present value of | [
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the treatment of the tax recoverable balance and the potential tax liabilities. INDEPENDENT AUDITORS’ REPORT To The Members of Tenaga Nasional Berhad (Incorporated In Malaysia) (Registration No. 199001009294 (200866-W)) TENAGA NASIONAL BERHAD Integrated Annual Report 2023 366 REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED) Key audit matters (continued) Key audit matters How our audit addressed the key audit matters Assessment on carrying value of post-employment benefits Refer to Note 4 – Critical Accounting Estimates and Judgements and Note 24 – Employee Benefits As at 31 December 2023, the Group recorded post-employment benefit asset of RM147.1 million and post-employment benefit liabilities of RM12,371.1 million while the Company recorded post-employment benefit asset of RM147.1 million and post-employment benefit liabilities of RM11,613.7 million. Management assessed the present value of post-employmentbenefit plans by relying on the actuarial valuation reports from an actuary. The actuarial valuation reports estimated the present value of post-employment benefit plans based on key assumptions that comprised expected rate of salary increases, medical cost inflation and discount rates. We focused on this area because of the significant estimates made by management in determining the present value of post-employment benefit plans. We performed the following audit procedures: • Obtained an understanding of the terms and conditions of the post-employment benefit plans; and • Tested the present value of post-employment benefit plans based on the actuarial valuation reports by performing the following: - Discussed with the actuary on the valuation method used and checked that the valuation method is acceptable in accordance with MFRS 119 "Employee Benefits"; - Discussed with the actuary on the key assumptions used in the actuarial valuation and checked the reasonableness by comparing to historical data; - Checked the reasonableness of the discount rates with the assistance of our valuation experts by | [
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discount rates. We focused on this area because of the significant estimates made by management in determining the present value of post-employment benefit plans. We performed the following audit procedures: • Obtained an understanding of the terms and conditions of the post-employment benefit plans; and • Tested the present value of post-employment benefit plans based on the actuarial valuation reports by performing the following: - Discussed with the actuary on the valuation method used and checked that the valuation method is acceptable in accordance with MFRS 119 "Employee Benefits"; - Discussed with the actuary on the key assumptions used in the actuarial valuation and checked the reasonableness by comparing to historical data; - Checked the reasonableness of the discount rates with the assistance of our valuation experts by comparingto market yields of high quality government securities at the reporting date; - Checked the membership data used in the actuarial models through inspection of payroll personnel files and other supporting documents; and - Compared the fair value of plan assets based on the actuary report against the trustee’s report. Based on the procedures performed above, we did not find any material exceptions to the Directors’ estimates of the post-employment benefits carrying value. Business Combination - Acquisitions during the financial year Refer to Note 4 - Critical Accounting Estimates and Significant Judgements, Note 10 - Intangible Assets and Note 48 - Significant Acquisitions during Current and Preceding Financial Years Acquisition of Spark Renewables Pty Ltd and its subsidiaries (‘Spark Renewables Group’) On 20 September 2023, the Group completed its acquisition of 100% equity interest in the Spark Renewables Group for a purchase consideration of RM1,184.9 million. The Group assessed the acquisition of these subsidiaries as a business acquisition in accordance with MFRS 3 “Business Combinations”. Based on the purchase price allocation (‘PPA’) exercise performed, the fair value of | [
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Based on the procedures performed above, we did not find any material exceptions to the Directors’ estimates of the post-employment benefits carrying value. Business Combination - Acquisitions during the financial year Refer to Note 4 - Critical Accounting Estimates and Significant Judgements, Note 10 - Intangible Assets and Note 48 - Significant Acquisitions during Current and Preceding Financial Years Acquisition of Spark Renewables Pty Ltd and its subsidiaries (‘Spark Renewables Group’) On 20 September 2023, the Group completed its acquisition of 100% equity interest in the Spark Renewables Group for a purchase consideration of RM1,184.9 million. The Group assessed the acquisition of these subsidiaries as a business acquisition in accordance with MFRS 3 “Business Combinations”. Based on the purchase price allocation (‘PPA’) exercise performed, the fair value of identifiablenet assets recognised on the date of acquisition was RM852.5 million, of which RM325.2 million relates to fair value adjustments. The provisional goodwill recognised amounted to RM332.4 million. Acquisition of Spark Renewables Group We performed the following audit procedures: • Agreed purchase consideration to the share sale agreement; • Obtained and discussed the PPA report prepared by an external party for the acquisition to assess the appropriateness of the identification of assets acquired and liabilities assumed; • Assessed the appropriateness of key assumptions, in particular, asset useful life, plant performance, electricity prices and operating expenses, used in the underlying cash flows projections adopted in the PPA exercise by comparing these assumptions against due diligence reports, existing agreements and market outlook; • Engaged our internal valuation experts to perform the following: - assess the appropriateness of the methodology adopted by management in determining the fair value of the identified assets acquired and liabilities assumed in accordance with MFRS 13 “Fair Value Measurement”; - assess the reasonableness of | [
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procedures: • Agreed purchase consideration to the share sale agreement; • Obtained and discussed the PPA report prepared by an external party for the acquisition to assess the appropriateness of the identification of assets acquired and liabilities assumed; • Assessed the appropriateness of key assumptions, in particular, asset useful life, plant performance, electricity prices and operating expenses, used in the underlying cash flows projections adopted in the PPA exercise by comparing these assumptions against due diligence reports, existing agreements and market outlook; • Engaged our internal valuation experts to perform the following: - assess the appropriateness of the methodology adopted by management in determining the fair value of the identified assets acquired and liabilities assumed in accordance with MFRS 13 “Fair Value Measurement”; - assess the reasonableness of valuationof the intangible assets acquired by way of benchmarking precedent market transactions involving companies in a similar industry and recomputation based on independent market data; and - assess the reasonableness of the discount rate used in the underlying cash flow projections; INDEPENDENT AUDITORS’ REPORT To The Members of Tenaga Nasional Berhad (Incorporated In Malaysia) (Registration No. 199001009294 (200866-W)) FINANCIAL STATEMENTS Sec 5 367 REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED) Key audit matters (continued) Key audit matters How our audit addressed the key audit matters Business Combination – Acquisitions during the financial year (continued) Acquisitions of Dullarbtons Limited and Elipsgeen Limited On 20 December 2023, the Group completed its acquisitions of 100% equity interests in both Dullarbtons Limited and Elipsgeen Limited for a purchase consideration of RM494.0 million. The Group assessed the acquisitions of these subsidiaries as a business acquisition in accordance with MFRS 3 “Business Combinations”. Based on the PPA exercise performed, the fair value of identifiable net assets recognised on | [
368,
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the underlying cash flow projections; INDEPENDENT AUDITORS’ REPORT To The Members of Tenaga Nasional Berhad (Incorporated In Malaysia) (Registration No. 199001009294 (200866-W)) FINANCIAL STATEMENTS Sec 5 367 REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED) Key audit matters (continued) Key audit matters How our audit addressed the key audit matters Business Combination – Acquisitions during the financial year (continued) Acquisitions of Dullarbtons Limited and Elipsgeen Limited On 20 December 2023, the Group completed its acquisitions of 100% equity interests in both Dullarbtons Limited and Elipsgeen Limited for a purchase consideration of RM494.0 million. The Group assessed the acquisitions of these subsidiaries as a business acquisition in accordance with MFRS 3 “Business Combinations”. Based on the PPA exercise performed, the fair value of identifiable net assets recognised on thedate of acquisition was RM335.3 million, of which RM84.6 million relates to fair value adjustments. The provisional goodwill recognised amounted to RM158.7 million. We focused on this area because the determination of fair values in the identifiable assets acquired and liabilities assumed, including the identification of intangible assets, requires significant judgement in estimating the underlying assumptions to be applied. Acquisition of Spark Renewables Group (continued) We performed the following audit procedures: (continued) • Checked the calculation of the provisional goodwill arising from the acquisition, being the difference between the total purchase consideration and the provisional fair values of identification net assets acquired; and • Assessed the adequacy and appropriateness of the disclosures relating to the acquisition in the Group's consolidated financial statements. Acquisitions of Dullarbtons Limited and Elipsgeen Limited We performed the following audit procedures: • Agreed purchase consideration to the share purchase agreements; • Assessed the appropriateness of key assumptions, in particular, asset | [
369
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this area because the determination of fair values in the identifiable assets acquired and liabilities assumed, including the identification of intangible assets, requires significant judgement in estimating the underlying assumptions to be applied. Acquisition of Spark Renewables Group (continued) We performed the following audit procedures: (continued) • Checked the calculation of the provisional goodwill arising from the acquisition, being the difference between the total purchase consideration and the provisional fair values of identification net assets acquired; and • Assessed the adequacy and appropriateness of the disclosures relating to the acquisition in the Group's consolidated financial statements. Acquisitions of Dullarbtons Limited and Elipsgeen Limited We performed the following audit procedures: • Agreed purchase consideration to the share purchase agreements; • Assessed the appropriateness of key assumptions, in particular, asset usefullives, electricity prices and operating expenses, used in the underlying cash flows projections adopted in the PPA exercise by comparing these assumptions against due diligence reports, existing agreements and market outlook; • Engaged our internal valuation experts to perform the following: - assess the appropriateness of the methodology adopted by management in determining the fair value of the identified assets acquired and liabilities assumed in accordance with MFRS 13 “Fair Value Measurement”; and - assess the reasonableness of the discount rates used in the underlying cash flow projections; • Checked the calculation of the provisional goodwill arising from the acquisition, being the difference between the total purchase consideration and the provisional fair values of identification net assets acquired; and • Assessed the adequacy and appropriateness of the disclosures relating to the acquisitions in the Group's consolidated financial statements. Based on the procedures performed above, we did not find any material exceptions to the Directors' judgements with | [
369
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and market outlook; • Engaged our internal valuation experts to perform the following: - assess the appropriateness of the methodology adopted by management in determining the fair value of the identified assets acquired and liabilities assumed in accordance with MFRS 13 “Fair Value Measurement”; and - assess the reasonableness of the discount rates used in the underlying cash flow projections; • Checked the calculation of the provisional goodwill arising from the acquisition, being the difference between the total purchase consideration and the provisional fair values of identification net assets acquired; and • Assessed the adequacy and appropriateness of the disclosures relating to the acquisitions in the Group's consolidated financial statements. Based on the procedures performed above, we did not find any material exceptions to the Directors' judgements with respectto the key assumptions applied to the PPA exercises of the acquisitions. Information other than the financial statements and auditors’ report thereon The Directors of the Company are responsible for the other information. The other information comprises the Directors’ Report and the Statement on Risk Management and Internal Control, which we obtained prior to the date of this auditors’ report, and other sections of the TNB Integrated Annual Report 2023, which is expected to be made available to us after that date. Other information does not include the financial statements of the Group and of the Company and our auditors’ report thereon. INDEPENDENT AUDITORS’ REPORT To The Members of Tenaga Nasional Berhad (Incorporated In Malaysia) (Registration No. 199001009294 (200866-W)) TENAGA NASIONAL BERHAD Integrated Annual Report 2023 368 REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED) Information other than the financial statements and auditors’ report thereon (continued) Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not and will not express any form of assurance | [
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we obtained prior to the date of this auditors’ report, and other sections of the TNB Integrated Annual Report 2023, which is expected to be made available to us after that date. Other information does not include the financial statements of the Group and of the Company and our auditors’ report thereon. INDEPENDENT AUDITORS’ REPORT To The Members of Tenaga Nasional Berhad (Incorporated In Malaysia) (Registration No. 199001009294 (200866-W)) TENAGA NASIONAL BERHAD Integrated Annual Report 2023 368 REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED) Information other than the financial statements and auditors’ report thereon (continued) Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not and will not express any form of assurance conclusionthereon. In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditors’ report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the financial statements The Directors of the Company are responsible for the preparation of the financial statements of the Group and of the Company that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The Directors are also responsible for such internal control as the Directors determine is necessary to enable the preparation of financial statements of the Group and of | [
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have performed on the other information that we obtained prior to the date of this auditors’ report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the financial statements The Directors of the Company are responsible for the preparation of the financial statements of the Group and of the Company that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The Directors are also responsible for such internal control as the Directors determine is necessary to enable the preparation of financial statements of the Group and of theCompany that are free from material misstatement, whether due to fraud or error. In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so. Auditors’ responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could | [
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Group or the Company or to cease operations, or have no realistic alternative but to do so. Auditors’ responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonablybe expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: (a) Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. (b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and of the Company’s internal control. (c) Evaluate the appropriateness of accounting policies used and the | [
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financial statements of the Group and of the Company, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. (b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and of the Company’s internal control. (c) Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by the Directors. (d) Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group or the Company to cease to continue as a going concern. INDEPENDENT AUDITORS’ REPORT To The Members of Tenaga Nasional Berhad (Incorporated In Malaysia) (Registration No. 199001009294 (200866-W)) 369 FINANCIAL STATEMENTS Sec 5 REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED) Auditors’ responsibilities for the audit of the financial statements (continued) (e) Evaluate the overall presentation, | [
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going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group or the Company to cease to continue as a going concern. INDEPENDENT AUDITORS’ REPORT To The Members of Tenaga Nasional Berhad (Incorporated In Malaysia) (Registration No. 199001009294 (200866-W)) 369 FINANCIAL STATEMENTS Sec 5 REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED) Auditors’ responsibilities for the audit of the financial statements (continued) (e) Evaluate the overall presentation, structureand content of the financial statements of the Group and of the Company, including the disclosures, and whether the financial statements of the Group and of the Company represent the underlying transactions and events in a manner that achieves fair presentation. (f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated | [
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of the entities or business activities within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated withthe Directors, we determine those matters that were of most significance in the audit of the financial statements of the Group and of the Company for the current financial year and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which we have not acted as auditors, are disclosed in Note 49 to the financial statements. OTHER MATTERS This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report. PRICEWATERHOUSECOOPERS PLT PAULINE HO LLP0014401-LCA & AF 1146 02684/11/2025 J Chartered | [
371
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matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which we have not acted as auditors, are disclosed in Note 49 to the financial statements. OTHER MATTERS This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report. PRICEWATERHOUSECOOPERS PLT PAULINE HO LLP0014401-LCA & AF 1146 02684/11/2025 J Chartered AccountantsChartered Accountant Kuala Lumpur 19 March 2024 INDEPENDENT AUDITORS’ REPORT To The Members of Tenaga Nasional Berhad (Incorporated In Malaysia) (Registration No. 199001009294 (200866-W)) TENAGA NASIONAL BERHAD Integrated Annual Report 2023 370 CORPORATE INFORMATION As at 1 April 2024 DATO’ ABDUL RAZAK BIN ABDUL MAJID Chairman Non-Independent Non-Executive Director DATUK IR. MEGAT JALALUDDIN BIN MEGAT HASSAN President/Chief Executive Officer Non-Independent Executive Director (Appointed w.e.f. 1 March 2024) RAMZI BIN MANSOR Non-Independent Non-Executive Director (Appointed w.e.f. 1 March 2024) SELVENDRAN KATHEERAYSON Non-Independent Non-Executive Director (Appointed w.e.f. 1 September 2023) ROHAYA BINTI MOHAMMAD YUSOF Non-Independent Non-Executive Director MUAZZAM BIN MOHAMAD Non-Independent Non-Executive Director (Appointed w.e.f. 1 July 2023) ONG AI LIN Senior Independent Non-Executive Director JUNIWATI RAHMAT HUSSIN Independent Non-Executive Director GOPALA KRISHNAN K.SUNDARAM Independent Non-Executive Director DATO’ ROSLINA BINTI ZAINAL Independent Non-Executive Director DATO’ MERINA BINTI ABU TAHIR Independent Non-Executive Director DATO’ ZULKIFLI BIN IBRAHIM Independent Non-Executive Director (Appointed w.e.f. 1 April | [
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(200866-W)) TENAGA NASIONAL BERHAD Integrated Annual Report 2023 370 CORPORATE INFORMATION As at 1 April 2024 DATO’ ABDUL RAZAK BIN ABDUL MAJID Chairman Non-Independent Non-Executive Director DATUK IR. MEGAT JALALUDDIN BIN MEGAT HASSAN President/Chief Executive Officer Non-Independent Executive Director (Appointed w.e.f. 1 March 2024) RAMZI BIN MANSOR Non-Independent Non-Executive Director (Appointed w.e.f. 1 March 2024) SELVENDRAN KATHEERAYSON Non-Independent Non-Executive Director (Appointed w.e.f. 1 September 2023) ROHAYA BINTI MOHAMMAD YUSOF Non-Independent Non-Executive Director MUAZZAM BIN MOHAMAD Non-Independent Non-Executive Director (Appointed w.e.f. 1 July 2023) ONG AI LIN Senior Independent Non-Executive Director JUNIWATI RAHMAT HUSSIN Independent Non-Executive Director GOPALA KRISHNAN K.SUNDARAM Independent Non-Executive Director DATO’ ROSLINA BINTI ZAINAL Independent Non-Executive Director DATO’ MERINA BINTI ABU TAHIR Independent Non-Executive Director DATO’ ZULKIFLI BIN IBRAHIM Independent Non-Executive Director (Appointed w.e.f. 1 April 2024)ELAINE ONG YEE LYNN (Alternate Director to Selvendran Katheerayson) Non-Independent Non-Executive Director (Appointed w.e.f. 24 November 2023) (Cessation of Office as Alternate Director to Datuk Amran Hafiz bin Affifudin w.e.f. 1 September 2023) DATO’ SERI IR. BAHARIN BIN DIN President/Chief Executive Officer Non-Independent Executive Director (Cessation of Office as Director w.e.f. 29 February 2024) DATIN RASHIDAH BINTI MOHD SIES Non-Independent Non-Executive Director (Resigned w.e.f. 12 January 2024) DATUK AMRAN HAFIZ BIN AFFIFUDIN Non-Independent Non-Executive Director (Resigned w.e.f. 1 September 2023) DATUK RAWISANDRAN NARAYANAN Independent Non-Executive Director (Cessation of Office as Director w.e.f. 18 May 2023) BOARD OF DIRECTORS Investor Relations Group Finance Division Tenaga Nasional Berhad Level 12, T ower A, TNB Platinum No. 3, Jalan Bukit Pantai, Bangsar 59100 Kuala Lumpur Malaysia Telephone : +603-2108 2128 Facsimile : +603-2108 2034 Email : | [
372
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Director to Selvendran Katheerayson) Non-Independent Non-Executive Director (Appointed w.e.f. 24 November 2023) (Cessation of Office as Alternate Director to Datuk Amran Hafiz bin Affifudin w.e.f. 1 September 2023) DATO’ SERI IR. BAHARIN BIN DIN President/Chief Executive Officer Non-Independent Executive Director (Cessation of Office as Director w.e.f. 29 February 2024) DATIN RASHIDAH BINTI MOHD SIES Non-Independent Non-Executive Director (Resigned w.e.f. 12 January 2024) DATUK AMRAN HAFIZ BIN AFFIFUDIN Non-Independent Non-Executive Director (Resigned w.e.f. 1 September 2023) DATUK RAWISANDRAN NARAYANAN Independent Non-Executive Director (Cessation of Office as Director w.e.f. 18 May 2023) BOARD OF DIRECTORS Investor Relations Group Finance Division Tenaga Nasional Berhad Level 12, T ower A, TNB Platinum No. 3, Jalan Bukit Pantai, Bangsar 59100 Kuala Lumpur Malaysia Telephone : +603-2108 2128 Facsimile : +603-2108 2034 Email : tenaga_ird@tnb.com.myINVESTOR RELATIONS Main Market of Bursa Malaysia Securities Berhad (Listed since 28 May 1992) Stock Code : 5347 Stock Name : TENAGA STOCK EXCHANGE LISTING ADR Level 1 AMERICAN DEPOSITORY RECEIPTS PROGRAMME (ADR) Telephone : +603-2107 4515/4517 Share Administration Section Company Secretary’s Office Tenaga Nasional Berhad ANNUAL GENERAL MEETING HELP DESK Ali Munawar bin Haji Salim (MAICSA 7021901) (SSM Practicing Certificate No. 201908002911) (Appointed w.e.f. 1 January 2024) Norazni binti Mohd Isa (LS 0009635) (SSM Practicing Certificate No. 201908000492) (Resigned w.e.f. 1 January 2024) COMPANY SECRETARY Ong Ai Lin Email : ongailin.integrity@tnb.com.my SENIORINDEPENDENT NON-EXECUTIVEDIRECTOR Malayan Banking Berhad 196001000142 (3813-K) PRINCIPAL BANKER Messrs PricewaterhouseCoopers PL T (LLP0014401-LCA & AF 1146) Chartered Accountants Level 10, Menara TH 1 Sentral Jalan Rakyat Kuala Lumpur Sentral P .O. Box 10192 50706 Kuala Lumpur Malaysia Telephone : +603-2173 1188 Facsimile : +603-2173 1288 EXTERNAL AUDITORS Boardroom Share Registrars Sdn. Bhd. 199601006647 | [
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Stock Name : TENAGA STOCK EXCHANGE LISTING ADR Level 1 AMERICAN DEPOSITORY RECEIPTS PROGRAMME (ADR) Telephone : +603-2107 4515/4517 Share Administration Section Company Secretary’s Office Tenaga Nasional Berhad ANNUAL GENERAL MEETING HELP DESK Ali Munawar bin Haji Salim (MAICSA 7021901) (SSM Practicing Certificate No. 201908002911) (Appointed w.e.f. 1 January 2024) Norazni binti Mohd Isa (LS 0009635) (SSM Practicing Certificate No. 201908000492) (Resigned w.e.f. 1 January 2024) COMPANY SECRETARY Ong Ai Lin Email : ongailin.integrity@tnb.com.my SENIORINDEPENDENT NON-EXECUTIVEDIRECTOR Malayan Banking Berhad 196001000142 (3813-K) PRINCIPAL BANKER Messrs PricewaterhouseCoopers PL T (LLP0014401-LCA & AF 1146) Chartered Accountants Level 10, Menara TH 1 Sentral Jalan Rakyat Kuala Lumpur Sentral P .O. Box 10192 50706 Kuala Lumpur Malaysia Telephone : +603-2173 1188 Facsimile : +603-2173 1288 EXTERNAL AUDITORS Boardroom Share Registrars Sdn. Bhd. 199601006647 (378993-D)11th Floor, Menara Symphony No. 5, Jalan Prof. Khoo Kay Kim Seksyen 13 46200 Petaling Jaya Selangor Darul Ehsan Malaysia Telephone : +603-7890 4700 Facsimile : +603-7890 4670 Website : www.boardroomlimited.com/my Email : bsr.helpdesk@boardroomlimited.com SHARE REGISTRAR Bursa Malaysia Depository Sdn. Bhd. 198701006854 (165570-W) 9th Floor, Exchange Square Bukit Kewangan 50200 Kuala Lumpur Malaysia Telephone : +603-2034 7363 Facsimile : +603-2732 6163 DIVIDEND SERVICE PROVIDER Tenaga Nasional Berhad 199001009294 (200866-W) Pejabat Setiausaha Syarikat Tingkat 16, T ower A, TNB Platinum No. 3, Jalan Bukit Pantai, Bangsar 59100 Kuala Lumpur Malaysia Official Communication Channels: Telephone : +603-2296 5566 Facsimile : +603-2283 3686 Website : www.tnb.com.my TNB Careline : 15454 (for power outage or TNB street light complaint) One Stop : 1-300-88-5454 Engagement Centre (for billing and account enquiries) (OSEC) Email : tnbcareline@tnb.com.my Online Whistleblowing : wbis.tnb.com.my Information System T oll Free : 1-800-888-862 REGISTERED OFFICE @TNB Careline | [
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Darul Ehsan Malaysia Telephone : +603-7890 4700 Facsimile : +603-7890 4670 Website : www.boardroomlimited.com/my Email : bsr.helpdesk@boardroomlimited.com SHARE REGISTRAR Bursa Malaysia Depository Sdn. Bhd. 198701006854 (165570-W) 9th Floor, Exchange Square Bukit Kewangan 50200 Kuala Lumpur Malaysia Telephone : +603-2034 7363 Facsimile : +603-2732 6163 DIVIDEND SERVICE PROVIDER Tenaga Nasional Berhad 199001009294 (200866-W) Pejabat Setiausaha Syarikat Tingkat 16, T ower A, TNB Platinum No. 3, Jalan Bukit Pantai, Bangsar 59100 Kuala Lumpur Malaysia Official Communication Channels: Telephone : +603-2296 5566 Facsimile : +603-2283 3686 Website : www.tnb.com.my TNB Careline : 15454 (for power outage or TNB street light complaint) One Stop : 1-300-88-5454 Engagement Centre (for billing and account enquiries) (OSEC) Email : tnbcareline@tnb.com.my Online Whistleblowing : wbis.tnb.com.my Information System T oll Free : 1-800-888-862 REGISTERED OFFICE @TNB Careline @Tenaga_Nasional@TENAGAofficial @tenaga_nasional @Tenaga Nasional Berhad @tenaga_nasional ADDITIONAL INFORMATION Sec 6 371 STATISTICS OF SHAREHOLDINGS As at 11 March 2024 SHARE CAPITAL Issued Shares : 5,787,331,871 Ordinary Shares One (1) Special Rights Redeemable Preference Share Voting Right : One (1) vote per ordinary share ANALYSIS BY SIZE OF SHAREHOLDINGS Size of Shareholdings No. of Shareholders Total No. of Shareholders No. of Issued Shares Total No. of Issued Shares Malaysian Foreigner No. % Malaysian Foreigner No. % 1-99 2,173 30 2,203 2.25 63,220 862 64,082 0.00 100-1,000 40,869 342 41,211 42.05 24,598,375 189,636 24,788,011 0.43 1,001-10,000 46,220 477 46,697 47.64 153,148,445 1,936,595 155,085,040 2.68 10,001-100,000 6,465 367 6,832 6.97 159,579,088 14,356,449 173,935,537 3.01 100,001-lessthan5%ofissuedshares6504141,0641.091,828,627,140 732,976,452 2,561,603,59244.26 5%andaboveofissuedshares4040.002,871,855,6090 2,871,855,60949.62 Total96,3811,63098,011100.00 5,037,871,877 749,459,994 5,787,331,871100.00 ANALYSIS OF EQUITY STRUCTURE No. Category of | [
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Careline @Tenaga_Nasional@TENAGAofficial @tenaga_nasional @Tenaga Nasional Berhad @tenaga_nasional ADDITIONAL INFORMATION Sec 6 371 STATISTICS OF SHAREHOLDINGS As at 11 March 2024 SHARE CAPITAL Issued Shares : 5,787,331,871 Ordinary Shares One (1) Special Rights Redeemable Preference Share Voting Right : One (1) vote per ordinary share ANALYSIS BY SIZE OF SHAREHOLDINGS Size of Shareholdings No. of Shareholders Total No. of Shareholders No. of Issued Shares Total No. of Issued Shares Malaysian Foreigner No. % Malaysian Foreigner No. % 1-99 2,173 30 2,203 2.25 63,220 862 64,082 0.00 100-1,000 40,869 342 41,211 42.05 24,598,375 189,636 24,788,011 0.43 1,001-10,000 46,220 477 46,697 47.64 153,148,445 1,936,595 155,085,040 2.68 10,001-100,000 6,465 367 6,832 6.97 159,579,088 14,356,449 173,935,537 3.01 100,001-lessthan5%ofissuedshares6504141,0641.091,828,627,140 732,976,452 2,561,603,59244.26 5%andaboveofissuedshares4040.002,871,855,6090 2,871,855,60949.62 Total96,3811,63098,011100.00 5,037,871,877 749,459,994 5,787,331,871100.00 ANALYSIS OF EQUITY STRUCTURE No. Category of ShareholdersNo. of Shareholders No. of Issued Shares % of Issued Shares Malaysian Foreigner Malaysian Foreigner Malaysian Foreigner 1. Individuals 76,429 604 291,648,909 7,315,021 5.04 0.12 2. Body Corporate a. Banks/Finance Companies 127 2 1,708,878,769 16,700 29.53 0.00 b. Investment Trusts/Foundation/Charities 37 0 691,806 0 0.01 0.00 c. Industrial and Commercial Companies 674 14 51,730,940 10,780,237 0.89 0.19 3. Government Agencies/Institutions 17 0 1,312,589,011 0 22.68 0.00 4. Nominees 19,095 1,010 1,672,329,315 731,348,036 28.90 12.64 5. Others 2 0 3,127 0 0.00 0.00 Total96,3811,630 5,037,871,877 749,459,99487.0512.95 TENAGA NASIONAL BERHAD Integrated Annual Report 2023 372 STATISTICS OF SHAREHOLDINGS DIRECTORS’ SHAREHOLDINGS No. Name of Directors No. of Shares Direct Interest % 1. Dato’ Abdul Razak bin Abdul Majid (Appointed w.e.f. 27 March 2023) 26,562 0.00 2. Datuk Ir. Megat Jalaluddin bin Megat Hassan (Appointed w.e.f. 1 March 2024) | [
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% of Issued Shares Malaysian Foreigner Malaysian Foreigner Malaysian Foreigner 1. Individuals 76,429 604 291,648,909 7,315,021 5.04 0.12 2. Body Corporate a. Banks/Finance Companies 127 2 1,708,878,769 16,700 29.53 0.00 b. Investment Trusts/Foundation/Charities 37 0 691,806 0 0.01 0.00 c. Industrial and Commercial Companies 674 14 51,730,940 10,780,237 0.89 0.19 3. Government Agencies/Institutions 17 0 1,312,589,011 0 22.68 0.00 4. Nominees 19,095 1,010 1,672,329,315 731,348,036 28.90 12.64 5. Others 2 0 3,127 0 0.00 0.00 Total96,3811,630 5,037,871,877 749,459,99487.0512.95 TENAGA NASIONAL BERHAD Integrated Annual Report 2023 372 STATISTICS OF SHAREHOLDINGS DIRECTORS’ SHAREHOLDINGS No. Name of Directors No. of Shares Direct Interest % 1. Dato’ Abdul Razak bin Abdul Majid (Appointed w.e.f. 27 March 2023) 26,562 0.00 2. Datuk Ir. Megat Jalaluddin bin Megat Hassan (Appointed w.e.f. 1 March 2024) 40,0000.00 3. Ramzi bin Mansor (Appointed w.e.f. 1 March 2024) 0 0.00 4. Selvendran Katheerayson (Appointed w.e.f. 1 September 2023) 0 0.00 5. Rohaya binti Mohammad Yusof (Appointed w.e.f. 20 March 2023) 0 0.00 6. Muazzam bin Mohamad (Appointed w.e.f. 1 July 2023) 0 0.00 7. Ong Ai Lin 0 0.00 8. Juniwati Rahmat Hussin 0 0.00 9. Gopala Krishnan K.Sundaram 0 0.00 10. Dato’ Roslina binti Zainal 18,400 0.00 11. Dato’ Merina binti Abu Tahir 0 0.00 12. Elaine Ong Yee Lynn (Appointed w.e.f. 24 November 2023) (Alternate Director to Selvendran Katheerayson) 0 0.00 SUBSTANTIAL SHAREHOLDERS ACCORDING TO THE REGISTER OF SUBSTANTIAL SHAREHOLDERS No. Name of Substantial Shareholders No. of Shares % 1. Khazanah Nasional Berhad* 1,305,607,404 22.56 2. Employees Provident Fund Board** 997,669,082 17.24 3. Amanah Saham Bumiputera*** 582,399,500 10.06 4. Kumpulan Wang Persaraan (Diperbadankan)**** 428,565,958 7.41 Total 3,314,241,944 57.27 Notes: * Khazanah Nasional Berhad - Registered with Citigroup Nominees (Tempatan) Sdn. Bhd. (4,911,590) - Registered with CGS-International Nominees Malaysia (Tempatan) Sdn. Bhd. (4,898,590) ** Registered | [
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1 July 2023) 0 0.00 7. Ong Ai Lin 0 0.00 8. Juniwati Rahmat Hussin 0 0.00 9. Gopala Krishnan K.Sundaram 0 0.00 10. Dato’ Roslina binti Zainal 18,400 0.00 11. Dato’ Merina binti Abu Tahir 0 0.00 12. Elaine Ong Yee Lynn (Appointed w.e.f. 24 November 2023) (Alternate Director to Selvendran Katheerayson) 0 0.00 SUBSTANTIAL SHAREHOLDERS ACCORDING TO THE REGISTER OF SUBSTANTIAL SHAREHOLDERS No. Name of Substantial Shareholders No. of Shares % 1. Khazanah Nasional Berhad* 1,305,607,404 22.56 2. Employees Provident Fund Board** 997,669,082 17.24 3. Amanah Saham Bumiputera*** 582,399,500 10.06 4. Kumpulan Wang Persaraan (Diperbadankan)**** 428,565,958 7.41 Total 3,314,241,944 57.27 Notes: * Khazanah Nasional Berhad - Registered with Citigroup Nominees (Tempatan) Sdn. Bhd. (4,911,590) - Registered with CGS-International Nominees Malaysia (Tempatan) Sdn. Bhd. (4,898,590) ** Registered withCitigroup Nominees (Tempatan) Sdn. Bhd. *** Registered with AmanahRaya Trustees Berhad **** Kumpulan Wang Persaraan (Diperbadankan) - Registered with Citigroup Nominees (Tempatan) Sdn. Bhd. (30,268,200) TOP 30 SECURITIES ACCOUNT HOLDERS No. Name of Shareholders No. of Shares % 1. Khazanah Nasional Berhad 1,295,797,224 22.39 2. Citigroup Nominees (Tempatan) Sdn. Bhd. Employees Provident Fund Board 595,361,127 10.29 3. AmanahRaya Trustees Berhad Amanah Saham Bumiputera 582,399,500 10.06 4. Kumpulan Wang Persaraan (Diperbadankan) 398,297,758 6.88 5. Citigroup Nominees (Tempatan) Sdn. Bhd. Employees Provident Fund Board (Islamic) 267,111,980 4.61 6. Permodalan Nasional Berhad 130,611,800 2.26 7. AmanahRaya Trustees Berhad Amanah Saham Malaysia 2 - Wawasan 102,914,800 1.78 ADDITIONAL INFORMATION Sec 6 373 STATISTICS OF SHAREHOLDINGS No. Name of Shareholders No. of Shares % 8. AmanahRaya Trustees Berhad Amanah Saham Malaysia 91,744,100 1.59 9. Lembaga Tabung Haji 66,704,600 1.15 10. Cartaban Nominees (Asing) Sdn. Bhd. Exempt AN For State Street Bank & Trust Company (West CLT OD67) 51,422,362 0.89 11. HSBC Nominees (Asing) Sdn. Bhd. JPMCB NA For | [
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of Shares % 1. Khazanah Nasional Berhad 1,295,797,224 22.39 2. Citigroup Nominees (Tempatan) Sdn. Bhd. Employees Provident Fund Board 595,361,127 10.29 3. AmanahRaya Trustees Berhad Amanah Saham Bumiputera 582,399,500 10.06 4. Kumpulan Wang Persaraan (Diperbadankan) 398,297,758 6.88 5. Citigroup Nominees (Tempatan) Sdn. Bhd. Employees Provident Fund Board (Islamic) 267,111,980 4.61 6. Permodalan Nasional Berhad 130,611,800 2.26 7. AmanahRaya Trustees Berhad Amanah Saham Malaysia 2 - Wawasan 102,914,800 1.78 ADDITIONAL INFORMATION Sec 6 373 STATISTICS OF SHAREHOLDINGS No. Name of Shareholders No. of Shares % 8. AmanahRaya Trustees Berhad Amanah Saham Malaysia 91,744,100 1.59 9. Lembaga Tabung Haji 66,704,600 1.15 10. Cartaban Nominees (Asing) Sdn. Bhd. Exempt AN For State Street Bank & Trust Company (West CLT OD67) 51,422,362 0.89 11. HSBC Nominees (Asing) Sdn. Bhd. JPMCB NA For VanguardTotal International Stock Index Fund 50,517,950 0.87 12. HSBC Nominees (Asing) Sdn. Bhd. JPMCB NA For Vanguard Emerging Markets Stock Index Fund 48,369,151 0.84 13. Citigroup Nominees (Tempatan) Sdn. Bhd. Exempt AN For AIA Bhd. 47,933,700 0.83 14. AmanahRaya Trustees Berhad Amanah Saham Bumiputera 2 44,535,700 0.77 15. AmanahRaya Trustees Berhad Amanah Saham Malaysia 3 38,532,600 0.67 16. Maybank Nominees (Tempatan) Sdn. Bhd. Maybank Trustees Berhad For Public Ittikal Fund (N14011970240) 38,000,000 0.66 17. Citigroup Nominees (Tempatan) Sdn. Bhd. Employees Provident Fund Board (Nomura) 37,229,600 0.64 18. AmanahRaya Trustees Berhad Amanah Saham Bumiputera 3 - Didik 36,535,992 0.63 19. Cartaban Nominees (Tempatan) Sdn. Bhd. PAMB For Prulink Equity Fund 33,714,450 0.58 20. AmanahRaya Trustees Berhad Public Islamic Dividend Fund 32,769,775 0.57 21. Citigroup Nominees (Asing) Sdn. Bhd. CB Spore GW For Government Of Singapore (GIC C) 30,734,084 0.53 22. Citigroup Nominees (Tempatan) Sdn. Bhd. Great Eastern Life Assurance (Malaysia) Berhad (PAR 1) 29,079,425 0.50 23. Cartaban Nominees (Tempatan) Sdn. Bhd. Prudential Assurance Malaysia | [
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47,933,700 0.83 14. AmanahRaya Trustees Berhad Amanah Saham Bumiputera 2 44,535,700 0.77 15. AmanahRaya Trustees Berhad Amanah Saham Malaysia 3 38,532,600 0.67 16. Maybank Nominees (Tempatan) Sdn. Bhd. Maybank Trustees Berhad For Public Ittikal Fund (N14011970240) 38,000,000 0.66 17. Citigroup Nominees (Tempatan) Sdn. Bhd. Employees Provident Fund Board (Nomura) 37,229,600 0.64 18. AmanahRaya Trustees Berhad Amanah Saham Bumiputera 3 - Didik 36,535,992 0.63 19. Cartaban Nominees (Tempatan) Sdn. Bhd. PAMB For Prulink Equity Fund 33,714,450 0.58 20. AmanahRaya Trustees Berhad Public Islamic Dividend Fund 32,769,775 0.57 21. Citigroup Nominees (Asing) Sdn. Bhd. CB Spore GW For Government Of Singapore (GIC C) 30,734,084 0.53 22. Citigroup Nominees (Tempatan) Sdn. Bhd. Great Eastern Life Assurance (Malaysia) Berhad (PAR 1) 29,079,425 0.50 23. Cartaban Nominees (Tempatan) Sdn. Bhd. Prudential Assurance Malaysia BerhadFor Prulink Strategic Fund 26,219,500 0.45 24. HSBC Nominees (Asing) Sdn. Bhd. JPMCB NA For Vanguard Fiduciary Trust Company Institutional Total International Stock Market Index Trust II 24,429,900 0.42 25. AmanahRaya Trustees Berhad Public Ittikal Sequel Fund 23,403,900 0.40 26. Cartaban Nominees (Tempatan) Sdn. Bhd. PBTB For Takafulink Dana Ekuiti 19,607,050 0.34 27. Cartaban Nominees (Asing) Sdn. Bhd. BBH Co Boston For Fidelity Salem Street Trust - Fidelity SAI Emerging Markets Low Volatility Index Fund 19,523,100 0.34 28. Cartaban Nominees (Asing) Sdn. Bhd. BNYM SA/NV For People's Bank Of China (SICL ASIA EM) 18,869,900 0.33 29. AmanahRaya Trustees Berhad Public Islamic Equity Fund 17,967,137 0.31 30. HSBC Nominees (Asing) Sdn. Bhd. JPMCB NA For T. Rowe Price Emerging Markets Discovery Stock Trust 17,219,000 0.30 Total 4,217,557,165 72.88 TENAGA NASIONAL BERHAD Integrated Annual Report 2023 374 NET BOOK VALUE OF LAND AND BUILDINGS As at 31 December 2023 LAND BUILDINGS Leasehold Freehold Total No. (7) Built-Up Area (sq M) (8) Total NBV (RM’000) (9) No. of Lots (1) Area (sq M) (2) NBV (RM’000) (3) No. | [
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Takafulink Dana Ekuiti 19,607,050 0.34 27. Cartaban Nominees (Asing) Sdn. Bhd. BBH Co Boston For Fidelity Salem Street Trust - Fidelity SAI Emerging Markets Low Volatility Index Fund 19,523,100 0.34 28. Cartaban Nominees (Asing) Sdn. Bhd. BNYM SA/NV For People's Bank Of China (SICL ASIA EM) 18,869,900 0.33 29. AmanahRaya Trustees Berhad Public Islamic Equity Fund 17,967,137 0.31 30. HSBC Nominees (Asing) Sdn. Bhd. JPMCB NA For T. Rowe Price Emerging Markets Discovery Stock Trust 17,219,000 0.30 Total 4,217,557,165 72.88 TENAGA NASIONAL BERHAD Integrated Annual Report 2023 374 NET BOOK VALUE OF LAND AND BUILDINGS As at 31 December 2023 LAND BUILDINGS Leasehold Freehold Total No. (7) Built-Up Area (sq M) (8) Total NBV (RM’000) (9) No. of Lots (1) Area (sq M) (2) NBV (RM’000) (3) No. ofLots (4) Area (sq M) (5) NBV (RM’000) (6) No. of Lots (1+4) Area (sq M) (2+5) NBV (RM’000) (3+6) Perlis 51 156,976 1,572 403 98,183 11,871 454 255,159 13,443 64 6,433 7,179 Kedah 300 1,020,183 35,026 773 3,417,290 203,363 1,073 4,437,473 238,389 364 109,031 243,343 Pulau Pinang 198 693,681 86,063 705 1,004,799 115,702 903 1,698,480 201,765 386 153,522 693,622 Perak7846,165,083421,350691 10,316,262439,3561,475 16,481,345860,7061,030692,6872,307,691 Selangor1,006 13,040,440394,7501,6086,088,3711,101,8912,614 19,128,8111,496,6411,848936,8692,298,234 W.Persekutuan 383 294,449 63,090 522 2,960,030 252,081 905 3,254,479 315,171 941 358,161 1,554,734 Putrajaya/Cyberjaya 10 783,284 13,130 17 28,504 16,288 27 811,788 29,418 125 39,598 263,331 N.Sembilan 292 1,809,119 127,886 616 1,223,765 225,482 908 3,032,884 353,368 271 396,998 1,008,167 Melaka 366 640,622 22,086 450 234,403 361,599 816 875,025 383,685 103 167,201 210,855 Johor 962 3,485,805 444,285 1,277 1,479,757 463,126 2,239 4,965,562 907,411 581 236,824 1,431,729 Pahang 413 3,252,223 50,195 732 504,527 327,484 1,145 3,756,750 377,679 455 391,732 3,894,813 Terengganu3676,987,68543,309401 11,325,471113,468768 18,313,156156,777284517,3701,694,531 Kelantan 361 1,292,470 7,535 361 2,442,114 | [
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98,183 11,871 454 255,159 13,443 64 6,433 7,179 Kedah 300 1,020,183 35,026 773 3,417,290 203,363 1,073 4,437,473 238,389 364 109,031 243,343 Pulau Pinang 198 693,681 86,063 705 1,004,799 115,702 903 1,698,480 201,765 386 153,522 693,622 Perak7846,165,083421,350691 10,316,262439,3561,475 16,481,345860,7061,030692,6872,307,691 Selangor1,006 13,040,440394,7501,6086,088,3711,101,8912,614 19,128,8111,496,6411,848936,8692,298,234 W.Persekutuan 383 294,449 63,090 522 2,960,030 252,081 905 3,254,479 315,171 941 358,161 1,554,734 Putrajaya/Cyberjaya 10 783,284 13,130 17 28,504 16,288 27 811,788 29,418 125 39,598 263,331 N.Sembilan 292 1,809,119 127,886 616 1,223,765 225,482 908 3,032,884 353,368 271 396,998 1,008,167 Melaka 366 640,622 22,086 450 234,403 361,599 816 875,025 383,685 103 167,201 210,855 Johor 962 3,485,805 444,285 1,277 1,479,757 463,126 2,239 4,965,562 907,411 581 236,824 1,431,729 Pahang 413 3,252,223 50,195 732 504,527 327,484 1,145 3,756,750 377,679 455 391,732 3,894,813 Terengganu3676,987,68543,309401 11,325,471113,468768 18,313,156156,777284517,3701,694,531 Kelantan 361 1,292,470 7,535 361 2,442,114 34,754722 3,734,584 42,289 353 354,770 770,281 Sabah3566,264,60077,938604,501,75435,523416 10,766,354113,4612,897652,827414,089 Kuwait 0 0 0 0 0 0 0 0 0 3 1,000 52 United Kingdom 93 17,452,150 426,197 0 0 0 93 17,452,150 426,197 0 0 0 Total5,94263,338,7702,214,4128,616 45,625,2303,701,98814,558108,964,0005,916,4009,7055,015,023 16,792,651 The land and buildings comprise power stations, mini hydros, jetties, dams, substations, residential houses, apartments, holiday bungalows, office buildings, warehouses, stores and workshops. Location Property List ADDITIONAL INFORMATION Sec 6 375 NOTICE OF THE 34TH ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the Thirty Fourth Annual General Meeting (34th AGM) of Tenaga Nasional Berhad (TNB or the Company) will be held on Tuesday, 21 May 2024 at 10.00 a.m., virtually via Remote Participation and Voting (RPV) at Pusat Konvensyen Leo Moggie, TNB Platinum, No. 3, | [
376,
377
] | [
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1,292,470 7,535 361 2,442,114 34,754722 3,734,584 42,289 353 354,770 770,281 Sabah3566,264,60077,938604,501,75435,523416 10,766,354113,4612,897652,827414,089 Kuwait 0 0 0 0 0 0 0 0 0 3 1,000 52 United Kingdom 93 17,452,150 426,197 0 0 0 93 17,452,150 426,197 0 0 0 Total5,94263,338,7702,214,4128,616 45,625,2303,701,98814,558108,964,0005,916,4009,7055,015,023 16,792,651 The land and buildings comprise power stations, mini hydros, jetties, dams, substations, residential houses, apartments, holiday bungalows, office buildings, warehouses, stores and workshops. Location Property List ADDITIONAL INFORMATION Sec 6 375 NOTICE OF THE 34TH ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the Thirty Fourth Annual General Meeting (34th AGM) of Tenaga Nasional Berhad (TNB or the Company) will be held on Tuesday, 21 May 2024 at 10.00 a.m., virtually via Remote Participation and Voting (RPV) at Pusat Konvensyen Leo Moggie, TNB Platinum, No. 3, JalanBukit Pantai, Bangsar, 59100 Kuala Lumpur, Malaysia (the Broadcast Venue) to transact the following businesses: AGENDA AS ORDINARY BUSINESS: 1. T o receive the Audited Financial Statements for the Financial Year ended 31 December 2023 together with the Reports of the Directors and Auditors thereon. Please refer to Explanatory Note (a) 2. T o re-elect the following Directors who retire by rotation in accordance with Clause 64(1) of the Company’s Constitution and being eligible offer themselves for re-election: (i) Ong Ai Lin (ii) Dato’ Roslina binti Zainal Please refer to Explanatory Note (b) 3. T o re-elect the following Directors who were appointed to the Board and retire in accordance with Clause 63(2) of the Company’s Constitution and being eligible offer themselves for re-election: (i) Datuk Ir. Megat Jalaluddin bin Megat Hassan (ii) Ramzi bin Mansor (iii) Selvendran Katheerayson (iv) Muazzam bin Mohamad (v) Dato’ Zulkifli bin Ibrahim Please refer to Explanatory Note (b) 4. T o approve the payment of the following Non-Executive Directors’ fees from the 34th AGM until the next | [
377
] | [
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Please refer to Explanatory Note (a) 2. T o re-elect the following Directors who retire by rotation in accordance with Clause 64(1) of the Company’s Constitution and being eligible offer themselves for re-election: (i) Ong Ai Lin (ii) Dato’ Roslina binti Zainal Please refer to Explanatory Note (b) 3. T o re-elect the following Directors who were appointed to the Board and retire in accordance with Clause 63(2) of the Company’s Constitution and being eligible offer themselves for re-election: (i) Datuk Ir. Megat Jalaluddin bin Megat Hassan (ii) Ramzi bin Mansor (iii) Selvendran Katheerayson (iv) Muazzam bin Mohamad (v) Dato’ Zulkifli bin Ibrahim Please refer to Explanatory Note (b) 4. T o approve the payment of the following Non-Executive Directors’ fees from the 34th AGM until the next AnnualGeneral Meeting (AGM) of the Company: (i) Director’s fee of RM30,000.00 per month to Dato’ Abdul Razak bin Abdul Majid, Non-Executive Chairman (ii) Director’s fee of RM7,000.00 and RM5,000.00 per month for TNB Subsidiaries Category II and III respectively to Dato’ Abdul Razak bin Abdul Majid, Non-Executive Chairman (iii) Director’s fee of RM20,000.00 per month for the following Non-Executive Directors: a. Ramzi bin Mansor b. Rohaya binti Mohammad Yusof c. Muazzam bin Mohamad d. Ong Ai Lin e. Juniwati Rahmat Hussin f. Gopala Krishnan K.Sundaram g. Dato’ Roslina binti Zainal h. Dato’ Merina binti Abu Tahir i. Dato’ Zulkifli bin Ibrahim Please refer to Explanatory Note (c) Ordinary Resolution 1 Ordinary Resolution 2 Ordinary Resolution 3 Ordinary Resolution 4 Ordinary Resolution 5 Ordinary Resolution 6 Ordinary Resolution 7 Ordinary Resolution 8 Ordinary Resolution 9 Ordinary Resolution 10 Ordinary Resolution 11 Ordinary Resolution 12 Ordinary Resolution 13 Ordinary Resolution 14 Ordinary Resolution 15 Ordinary Resolution 16 Ordinary Resolution 17 TENAGA NASIONAL BERHAD Integrated Annual Report 2023 376 NOTICE OF THE 34TH ANNUAL GENERAL MEETING 5. T o approve the payment of benefits payable to the Non-Executive Directors | [
377,
378
] | [
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Non-Executive Directors: a. Ramzi bin Mansor b. Rohaya binti Mohammad Yusof c. Muazzam bin Mohamad d. Ong Ai Lin e. Juniwati Rahmat Hussin f. Gopala Krishnan K.Sundaram g. Dato’ Roslina binti Zainal h. Dato’ Merina binti Abu Tahir i. Dato’ Zulkifli bin Ibrahim Please refer to Explanatory Note (c) Ordinary Resolution 1 Ordinary Resolution 2 Ordinary Resolution 3 Ordinary Resolution 4 Ordinary Resolution 5 Ordinary Resolution 6 Ordinary Resolution 7 Ordinary Resolution 8 Ordinary Resolution 9 Ordinary Resolution 10 Ordinary Resolution 11 Ordinary Resolution 12 Ordinary Resolution 13 Ordinary Resolution 14 Ordinary Resolution 15 Ordinary Resolution 16 Ordinary Resolution 17 TENAGA NASIONAL BERHAD Integrated Annual Report 2023 376 NOTICE OF THE 34TH ANNUAL GENERAL MEETING 5. T o approve the payment of benefits payable to the Non-Executive Directors (excludingNon-Executive Directors’ fees) amounting to RM1,792,900.00 from the 34th AGM until the next AGM of the Company. Please refer to Explanatory Note (c) 6. T o approve the payment of Director’s fee of RM20,000.00 per month to Muazzam bin Mohamad, Non-Executive Director from the date of his appointment until the 34th AGM of the Company. Please refer to Explanatory Note (c) 7. T o re-appoint Messrs PricewaterhouseCoopers PLT, having consented to act, as Auditors of the Company, to hold office until the conclusion of the next AGM and to authorise the Directors to fix their remuneration. Please refer to Explanatory Note (d) AS SPECIAL BUSINESS: T o consider and if thought fit, to pass the following Resolution: 8. Proposed Grant and Allotment of Shares to Datuk Ir. Megat Jalaluddin bin Megat Hassan. “THAT the Board (save for Datuk Ir. Megat Jalaluddin bin Megat Hassan) be and is hereby authorised at any time and from time to time, to cause or procure the offering and allocation to Datuk Ir. Megat Jalaluddin bin Megat Hassan, President/Chief Executive Officer of the Company, of up to 265,600 ordinary shares in TNB (TNB Shares) under the Long Term Incentive Plan for the | [
378
] | [
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consented to act, as Auditors of the Company, to hold office until the conclusion of the next AGM and to authorise the Directors to fix their remuneration. Please refer to Explanatory Note (d) AS SPECIAL BUSINESS: T o consider and if thought fit, to pass the following Resolution: 8. Proposed Grant and Allotment of Shares to Datuk Ir. Megat Jalaluddin bin Megat Hassan. “THAT the Board (save for Datuk Ir. Megat Jalaluddin bin Megat Hassan) be and is hereby authorised at any time and from time to time, to cause or procure the offering and allocation to Datuk Ir. Megat Jalaluddin bin Megat Hassan, President/Chief Executive Officer of the Company, of up to 265,600 ordinary shares in TNB (TNB Shares) under the Long Term Incentive Plan for the EligibleEmployees of TNB and Its Subsidiaries and Executive Directors of TNB (LTIP) as they shall deem fit, which will be vested to him at a future date, subject to such terms and conditions of the LTIP By-Laws.” “AND THAT the Board be and is hereby authorised to allot and issue new TNB Shares pursuant to the LTIP to him from time to time in accordance with the vesting of his Grant.” Please refer to Explanatory Note (e) 9. T o transact any other business of which due notice shall have been given in accordance with the Companies Act 2016 (Act). Ordinary Resolution 18 Ordinary Resolution 19 Ordinary Resolution 20 Ordinary Resolution 21 FURTHER NOTICE IS HEREBY GIVEN THAT for the purpose of determining a member who shall be entitled to attend this 34th AGM, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. (Bursa Depository) in accordance with Clause 45(2) of the Company’s Constitution and Section 34(1) of the Securities Industry (Central Depositories) Act 1991 (SICDA) to issue a General Meeting Record of Depositors (ROD) as at 14 May 2024. Only a depositor whose name appears on the ROD as at 14 May 2024 shall be entitled to attend the said Meeting or appoint proxy/proxies to attend and/or vote on his/her behalf. BY ORDER OF THE BOARD ALI MUNAWAR BIN HAJI SALIM | [
378
] | [
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the Companies Act 2016 (Act). Ordinary Resolution 18 Ordinary Resolution 19 Ordinary Resolution 20 Ordinary Resolution 21 FURTHER NOTICE IS HEREBY GIVEN THAT for the purpose of determining a member who shall be entitled to attend this 34th AGM, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. (Bursa Depository) in accordance with Clause 45(2) of the Company’s Constitution and Section 34(1) of the Securities Industry (Central Depositories) Act 1991 (SICDA) to issue a General Meeting Record of Depositors (ROD) as at 14 May 2024. Only a depositor whose name appears on the ROD as at 14 May 2024 shall be entitled to attend the said Meeting or appoint proxy/proxies to attend and/or vote on his/her behalf. BY ORDER OF THE BOARD ALI MUNAWAR BIN HAJI SALIM (MAICSA7021901) (SSM Practicing Certificate No. 201908002911) Company Secretary Kuala Lumpur 22 April 2024 ADDITIONAL INFORMATION Sec 6 377 EXPLANATORY NOTES ON ORDINARY BUSINESSES: (a) Agenda No. 1 is meant for discussion only as the provision of Section 340(1)(a) of the Act does not require shareholders’ approval for the Audited Financial Statements. As such, it is not put forward for voting. (b) Ordinary Resolutions 1 to 7 - Proposed Re-election of Directors in accordance with Clauses 64(1) and 63(2) of the Company’s Constitution Clause 64(1) of the Company’s Constitution provides among others, that one-third (1/3) of the Directors at the time being of whom have been longest in office shall retire by rotation at the AGM of the Company and shall be eligible for re-election. Clause 63(2) of the Company’s Constitution provides among others, that the Directors shall have power at any time and from time to time to appoint any other person to be a Director of the Company either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next following AGM of the Company and shall then be eligible for re-election. The Board with the assistance of the Board Nomination and Remuneration | [
378,
379
] | [
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the Company’s Constitution Clause 64(1) of the Company’s Constitution provides among others, that one-third (1/3) of the Directors at the time being of whom have been longest in office shall retire by rotation at the AGM of the Company and shall be eligible for re-election. Clause 63(2) of the Company’s Constitution provides among others, that the Directors shall have power at any time and from time to time to appoint any other person to be a Director of the Company either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next following AGM of the Company and shall then be eligible for re-election. The Board with the assistance of the Board Nomination and Remuneration Committee(BNRC) conducted an independence assessment of all Independent Directors including Ong Ai Lin and Dato’ Roslina binti Zainal and are satisfied that they have complied with the independence criteria as required by the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (MMLR) and continued to bring independent and objective judgment to the Board deliberations. Based on the 2023 Board Evaluation Assessment results, the Board demonstrated solid performance across various effectiveness indicators, including Corporate Strategy & Direction Setting, Board Governance & Oversight, Board Composition, Boardroom Conduct & Dynamics and Board Management & Operations. Peer assessments further underscored the Directors’ performance indicating that each Director was generally effective in dispensing his/her responsibilities. The BNRC and Board also considered the Board Evaluation Assessment including the Self and Peer Assessment results of Ong Ai Lin, Dato’ Roslina binti Zainal, Muazzam bin Mohamad and Selvendran Katheerayson and agreed that they have met the Board’s expectation in terms of experience, expertise, integrity, competency, commitment and individual contribution by continuously performing their duties diligently as Company Directors. Based on the | [
379
] | [
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bring independent and objective judgment to the Board deliberations. Based on the 2023 Board Evaluation Assessment results, the Board demonstrated solid performance across various effectiveness indicators, including Corporate Strategy & Direction Setting, Board Governance & Oversight, Board Composition, Boardroom Conduct & Dynamics and Board Management & Operations. Peer assessments further underscored the Directors’ performance indicating that each Director was generally effective in dispensing his/her responsibilities. The BNRC and Board also considered the Board Evaluation Assessment including the Self and Peer Assessment results of Ong Ai Lin, Dato’ Roslina binti Zainal, Muazzam bin Mohamad and Selvendran Katheerayson and agreed that they have met the Board’s expectation in terms of experience, expertise, integrity, competency, commitment and individual contribution by continuously performing their duties diligently as Company Directors. Based on the BoardEvaluation Assessment, the retiring Directors who are standing for re-election have fulfilled the fit and proper assessment that comprises character & integrity, experience & competence and time & commitment. The Board on 14 December 2023 approved, with the concurrence of Minister of Finance (Incorporated) (MoF Inc.), the Special Shareholder of TNB, the appointment of Datuk Ir. Megat Jalaluddin bin Megat Hassan as President/Chief Executive Officer, Non-Independent Executive Director with effect from 1 March 2024. Prior to that the Board on 26 June 2023 and 25 August 2023 respectively, approved the appointment of Muazzam bin Mohamad as Non-Independent Non-Executive Director, representing Permodalan Nasional Berhad (PNB) with effect from 1 July 2023 and the appointment of Selvendran Katheerayson as Non-Independent Non-Executive Director, representing Khazanah Nasional Berhad (Khazanah) with effect from 1 September 2023. The Board on 27 February 2024 approved the appointment of Ramzi bin Mansor with the concurrence of MoF Inc. as Non-Independent Non-Executive | [
379
] | [
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and time & commitment. The Board on 14 December 2023 approved, with the concurrence of Minister of Finance (Incorporated) (MoF Inc.), the Special Shareholder of TNB, the appointment of Datuk Ir. Megat Jalaluddin bin Megat Hassan as President/Chief Executive Officer, Non-Independent Executive Director with effect from 1 March 2024. Prior to that the Board on 26 June 2023 and 25 August 2023 respectively, approved the appointment of Muazzam bin Mohamad as Non-Independent Non-Executive Director, representing Permodalan Nasional Berhad (PNB) with effect from 1 July 2023 and the appointment of Selvendran Katheerayson as Non-Independent Non-Executive Director, representing Khazanah Nasional Berhad (Khazanah) with effect from 1 September 2023. The Board on 27 February 2024 approved the appointment of Ramzi bin Mansor with the concurrence of MoF Inc. as Non-Independent Non-Executive Directorof TNB. Subsequently the Board on 1 April 2024 had approved the appointment of Dato’ Zulkifli bin Ibrahim as Independent Non-Executive Director with effect from 1 April 2024. Pursuant to Clause 63(2) of the Company’s Constitution, Ramzi bin Mansor and Dato’ Zulkifli bin Ibrahim are standing for re-election. The Board believed their wealth of expertise/experience, 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 | [
379
] | [
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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 | [
379,
380
] | [
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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 Resolution19, as Muazzam bin Mohamad, Non-Independent Non-Executive Director was appointed with effect from 1 July 2023 of which after the 33rd AGM of the Company, therefore, the approval of the payment of Director’s fee since his appointment until the 34th AGM shall be sought at this AGM. The proposed Ordinary Resolutions 8 to 18 for the payment of Directors’ fees and benefits payable to the Non-Executive Directors of the Company from the 34th AGM until the conclusion of the next AGM are tabled herewith in line with the provision of the Act and Guidance 7.2 of the Malaysian Code on Corporate Governance 2021 to ensure full disclosure. The Non-Executive Directors remuneration policy of TNB and its subsidiaries is as follows: Description TNB Board TNB Subsidiaries Chairman Non- Executive Directors Chairman Non-Executive Directors** Monthly fixed fees RM30,000 per month RM20,000 per month Category I - RM20,000 Category II - RM7,000 Category III - RM5,000 Category I - RM15,000 Category II - RM5,000 Category III - RM3,000 *Meeting Allowances (per meeting): (i) Board RM2,500 RM2,000 Category I - RM2,000 Category II & III - RM1,500 Category I - RM1,500 Category II & III - RM1,000 (ii) | [
380
] | [
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Directors of the Company from the 34th AGM until the conclusion of the next AGM are tabled herewith in line with the provision of the Act and Guidance 7.2 of the Malaysian Code on Corporate Governance 2021 to ensure full disclosure. The Non-Executive Directors remuneration policy of TNB and its subsidiaries is as follows: Description TNB Board TNB Subsidiaries Chairman Non- Executive Directors Chairman Non-Executive Directors** Monthly fixed fees RM30,000 per month RM20,000 per month Category I - RM20,000 Category II - RM7,000 Category III - RM5,000 Category I - RM15,000 Category II - RM5,000 Category III - RM3,000 *Meeting Allowances (per meeting): (i) Board RM2,500 RM2,000 Category I - RM2,000 Category II & III - RM1,500 Category I - RM1,500 Category II & III - RM1,000 (ii) BoardCommittees RM2,000 RM1,500 Category I - RM1,500 Category II & III - RM1,000 Category I - RM1,000 Category II & III - RM800 Benefits Medical, Business Peripherals, Utilities Bills, Travelling & Telecommunication and other claimable benefits * subject to not more than three (3) payments in a month. ** save for TNB Non-Executive Chairman, none of TNB Non-Executive Directors are currently on the board of TNB subsidiaries. In determining the estimated total amount of benefits payable, the Board had considered various factors including the number of scheduled and special meetings for the Board, Board Committees and boards of subsidiaries along with the number of Non-Executive Directors involved. Payment of Non-Executive Directors’ benefits will be made by the Company and its subsidiaries on a monthly basis and/or as and when incurred, provided that the proposed Ordinary Resolution 18 be passed at the 34th AGM. The Board is of the view that it is fair and justifiable for the payment of benefits to the Non-Executive Directors be made as and when incurred, after the Non-Executive Directors have discharged their responsibilities and rendered their services to the Company. Details of the Directors’ Remuneration for the Financial Year ended 31 | [
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determining the estimated total amount of benefits payable, the Board had considered various factors including the number of scheduled and special meetings for the Board, Board Committees and boards of subsidiaries along with the number of Non-Executive Directors involved. Payment of Non-Executive Directors’ benefits will be made by the Company and its subsidiaries on a monthly basis and/or as and when incurred, provided that the proposed Ordinary Resolution 18 be passed at the 34th AGM. The Board is of the view that it is fair and justifiable for the payment of benefits to the Non-Executive Directors be made as and when incurred, after the Non-Executive Directors have discharged their responsibilities and rendered their services to the Company. Details of the Directors’ Remuneration for the Financial Year ended 31 December2023 are enumerated on page 163 of the Corporate Governance Overview Statement of this Integrated Annual Report. (d) Ordinary Resolution 20 - Re-appointment of Auditors Based on the External Auditors Assessment Result for the Financial Year under review, the Board Audit Committee and Board are satisfied with the quality of service, adequacy of resources provided, communication, independence, objectivity and professionalism demonstrated by the External Auditors in carrying out their duties. Being satisfied with the External Auditors’ performance, the Board recommends the re-appointment of Messrs PricewaterhouseCoopers PLT as External Auditors of the Company for the Financial Year ending 31 December 2024 for the shareholders’ approval at the 34th AGM. The Board is also seeking the shareholders’ approval to authorise the Directors to fix the remuneration of the External Auditors for Financial Year 2024. NOTICE OF THE 34TH ANNUAL GENERAL MEETING ADDITIONAL INFORMATION Sec 6 379 NOTES: 1. A member of a Company shall be entitled to appoint another person as his/her proxy to exercise all or any of his/her rights to attend, participate, speak and vote at a meeting of members of the Company, in | [
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independence, objectivity and professionalism demonstrated by the External Auditors in carrying out their duties. Being satisfied with the External Auditors’ performance, the Board recommends the re-appointment of Messrs PricewaterhouseCoopers PLT as External Auditors of the Company for the Financial Year ending 31 December 2024 for the shareholders’ approval at the 34th AGM. The Board is also seeking the shareholders’ approval to authorise the Directors to fix the remuneration of the External Auditors for Financial Year 2024. NOTICE OF THE 34TH ANNUAL GENERAL MEETING ADDITIONAL INFORMATION Sec 6 379 NOTES: 1. A member of a Company shall be entitled to appoint another person as his/her proxy to exercise all or any of his/her rights to attend, participate, speak and vote at a meeting of members of the Company, in accordancewith Section 334(1) of the Act. 2. Where a member is an authorised nominee as defined in accordance with the provisions of the SICDA, it may appoint up to two (2) proxies in respect of each Securities Account it holds with ordinary shares in the Company standing to the credit of the said Securities Account. 3. A member entitled to participate and vote at the Meeting is entitled to appoint not more than two (2) proxies to participate and vote on his/her behalf. Where a member appoints two (2) proxies, the appointments shall be invalid unless the proportion of the shareholdings to be represented by each proxy is specified. 4. The instrument appointing a proxy/Proxy Form shall be in writing under the hand of the appointer or of his attorney duly appointed under a power of attorney. Where the instrument appointing a proxy/Proxy Form is executed by a corporation, it shall be executed either under its common seal or under the hand of any officer or attorney duly appointed under a power of attorney. 5. A corporation which is a member may by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its representative at the Meeting in accordance with Clause 51 | [
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Where a member appoints two (2) proxies, the appointments shall be invalid unless the proportion of the shareholdings to be represented by each proxy is specified. 4. The instrument appointing a proxy/Proxy Form shall be in writing under the hand of the appointer or of his attorney duly appointed under a power of attorney. Where the instrument appointing a proxy/Proxy Form is executed by a corporation, it shall be executed either under its common seal or under the hand of any officer or attorney duly appointed under a power of attorney. 5. A corporation which is a member may by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its representative at the Meeting in accordance with Clause 51 ofthe Company’s Constitution. 6. The Proxy Form may be downloaded from the website at www.tnb.com.my. Duly completed Proxy Form must be deposited at Boardroom Share Registrars Sdn. Bhd., 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time appointed for the taking of the poll or no later than 19 May 2024 at 12.00 p.m. 7. Alternatively, you may lodge the Proxy Form online via the Boardroom Smart Investor Portal at https:/ /investor.boardroomlimited.com before the abovementioned cut-off time. For further details on proxy lodgement, kindly refer to the Administrative Details of 34th AGM. 8. Pursuant to Paragraph 8.29A of the MMLR, voting at the Meeting will be conducted by poll. EXPLANATORY NOTES ON SPECIAL BUSINESS: (e) Ordinary Resolution 21 - Proposed Grant and Allotment of Shares Pursuant to Paragraph 6.06 of the MMLR, any offer and issuance of shares to the director, major shareholder or chief executive and persons connected with them must be approved by the shareholders at the general meeting stating the specific allotment. The Proposed Grant is the maximum number of TNB Shares that may be vested to Datuk Ir. Megat Jalaluddin bin Megat Hassan subject to the | [
381
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online via the Boardroom Smart Investor Portal at https:/ /investor.boardroomlimited.com before the abovementioned cut-off time. For further details on proxy lodgement, kindly refer to the Administrative Details of 34th AGM. 8. Pursuant to Paragraph 8.29A of the MMLR, voting at the Meeting will be conducted by poll. EXPLANATORY NOTES ON SPECIAL BUSINESS: (e) Ordinary Resolution 21 - Proposed Grant and Allotment of Shares Pursuant to Paragraph 6.06 of the MMLR, any offer and issuance of shares to the director, major shareholder or chief executive and persons connected with them must be approved by the shareholders at the general meeting stating the specific allotment. The Proposed Grant is the maximum number of TNB Shares that may be vested to Datuk Ir. Megat Jalaluddin bin Megat Hassan subject to the stretchedindividual and Company performance targets set by the Board Long Term Incentive Plan Committee (BLTIP) and Board, upon the vesting exercise. The BLTIP and Board (save for Datuk Ir. Megat Jalaluddin bin Megat Hassan) have deliberated on the proposal and concurred that the proposed maximum allowable number of TNB Shares allocation is fair and reasonable, to link the interest of Executive Director with the long term shareholders’ value enhancement and long term success of the Company. The proposed Ordinary Resolution 21, if passed, is to empower the Directors at any time and from time to time to cause or procure the offering and the allocation to Datuk Ir. Megat Jalaluddin bin Megat Hassan, such number of TNB Shares as they shall deem fit, which will be vested to him for the remaining LTIP period until 29 April 2025, subject to such terms and conditions of the LTIP By-Laws, which was approved at the Extraordinary General Meeting of the Company held on 18 December 2014. Datuk Ir. Megat Jalaluddin bin Megat Hassan shall abstain from voting on Ordinary Resolution 21. NOTICE OF THE 34TH ANNUAL GENERAL MEETING TENAGA NASIONAL BERHAD Integrated Annual Report 2023 380 STATEMENTACCOMPANYINGNOTICEOF | [
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value enhancement and long term success of the Company. The proposed Ordinary Resolution 21, if passed, is to empower the Directors at any time and from time to time to cause or procure the offering and the allocation to Datuk Ir. Megat Jalaluddin bin Megat Hassan, such number of TNB Shares as they shall deem fit, which will be vested to him for the remaining LTIP period until 29 April 2025, subject to such terms and conditions of the LTIP By-Laws, which was approved at the Extraordinary General Meeting of the Company held on 18 December 2014. Datuk Ir. Megat Jalaluddin bin Megat Hassan shall abstain from voting on Ordinary Resolution 21. NOTICE OF THE 34TH ANNUAL GENERAL MEETING TENAGA NASIONAL BERHAD Integrated Annual Report 2023 380 STATEMENTACCOMPANYINGNOTICEOF THE34THANNUALGENERALMEETING(PursuanttoParagraph8.27(2)andAppendix8AoftheMainMarketListingRequirementsofBursaMalaysiaSecuritiesBerhad)The Directors who are retiring by rotation in accordance with Clause 64(1) of the Company’s Constitution and seeking for re-election: (i) Ong Ai Lin (ii) Dato’ Roslina binti Zainal The Directors who were appointed to the Board and are retiring in accordance with Clause 63(2) of the Company’s Constitution and seeking for re-election: (i) Datuk Ir. Megat Jalaluddin bin Megat Hassan (ii) Ramzi bin Mansor (iii) Selvendran Katheerayson (iv) Muazzam bin Mohamad (v) Dato’ Zulkifli bin Ibrahim The profiles of the retiring Directors are set out in Board of Directors’ Profile on pages 120 to 132 of this Integrated Annual Report. The respective retiring Directors had confirmed that they have no conflict of interest or potential conflict of interest, including any interest in any competing business with TNB or its subsidiaries, save for Datuk Ir. Megat Jalaluddin bin Megat Hassan, Ramzi bin Mansor, Selvendran Khatheerayson and Muazzam bin Mohamad by virtue of them being the Appointed Directors of MoF Inc., Khazanah and PNB respectively. Save for Dato’ Roslina binti Zainal and Datuk Ir. Megat Jalaluddin bin Megat Hassan, who hold | [
382
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re-election: (i) Datuk Ir. Megat Jalaluddin bin Megat Hassan (ii) Ramzi bin Mansor (iii) Selvendran Katheerayson (iv) Muazzam bin Mohamad (v) Dato’ Zulkifli bin Ibrahim The profiles of the retiring Directors are set out in Board of Directors’ Profile on pages 120 to 132 of this Integrated Annual Report. The respective retiring Directors had confirmed that they have no conflict of interest or potential conflict of interest, including any interest in any competing business with TNB or its subsidiaries, save for Datuk Ir. Megat Jalaluddin bin Megat Hassan, Ramzi bin Mansor, Selvendran Khatheerayson and Muazzam bin Mohamad by virtue of them being the Appointed Directors of MoF Inc., Khazanah and PNB respectively. Save for Dato’ Roslina binti Zainal and Datuk Ir. Megat Jalaluddin bin Megat Hassan, who hold 18,400and 40,000 ordinary shares respectively in the Company, none of the above Directors has any interest in the securities of the Company or its Subsidiaries. PROXY FORM 34TH ANNUAL GENERAL MEETING (Before completing the form, please refer to the notes overleaf) NUMBER OF ORDINARY SHARE(S) HELD CDS ACCOUNT NO. – – I/We,____________________________________________________________________________________________________________________________________________________ (FULL NAME OF SHAREHOLDER AS PER NRIC/CERTIFICATE OF INCORPORATION IN CAPITAL LETTERS) NRIC No./Passport No./Company No. _ _____________________________________ of _ ______________________________________________________________________________ (FULL ADDRESS) ________________________________________________________________________________________________________________________________________________________ (FULLADDRESS) Telephone No. and Email Address _ _______________________________________________________________________ being a Member of Tenaga Nasional Berhad, hereby appoint: FULL NAME OF PROXY AS PER NRIC IN CAPITAL LETTERS NO. OF SHARES PERCENTAGE (%) Proxy 1 NRIC No./Passport No.: or failing him/her Telephone No.: Email Address: Proxy 2 NRIC | [
382,
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bin Megat Hassan, who hold 18,400and 40,000 ordinary shares respectively in the Company, none of the above Directors has any interest in the securities of the Company or its Subsidiaries. PROXY FORM 34TH ANNUAL GENERAL MEETING (Before completing the form, please refer to the notes overleaf) NUMBER OF ORDINARY SHARE(S) HELD CDS ACCOUNT NO. – – I/We,____________________________________________________________________________________________________________________________________________________ (FULL NAME OF SHAREHOLDER AS PER NRIC/CERTIFICATE OF INCORPORATION IN CAPITAL LETTERS) NRIC No./Passport No./Company No. _ _____________________________________ of _ ______________________________________________________________________________ (FULL ADDRESS) ________________________________________________________________________________________________________________________________________________________ (FULLADDRESS) Telephone No. and Email Address _ _______________________________________________________________________ being a Member of Tenaga Nasional Berhad, hereby appoint: FULL NAME OF PROXY AS PER NRIC IN CAPITAL LETTERS NO. OF SHARES PERCENTAGE (%) Proxy 1 NRIC No./Passport No.: or failing him/her Telephone No.: Email Address: Proxy 2 NRIC No./PassportNo.: or failing him/her Telephone No.: Email Address: TOTAL 100% *the Chairman of the Meeting, as my/our proxy, to attend and vote for me/us and on my/our behalf at the 34TH ANNUAL GENERAL MEETING (34th AGM) of TENAGA NASIONAL BERHAD (“TNB” or “the Company”) to be held virtually via Remote Participation and Voting (RPV) at Pusat Konvensyen Leo Moggie, TNB Platinum, No. 3, Jalan Bukit Pantai, Bangsar, 59100 Kuala Lumpur, Malaysia (the Broadcast Venue) on TUESDAY, 21 MAY 2024 at 10.00 a.m., and/or at any adjournment thereof. My/Our proxy is to vote as indicated below: NO. RESOLUTIONS FOR AGAINST ORDINARY BUSINESS Re-election of the following Directors who retire in accordance with Clause 64(1) of the Company’s Constitution: 1. Ong Ai Lin ORDINARY RESOLUTION 1 2. | [
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Proxy 2 NRIC No./PassportNo.: or failing him/her Telephone No.: Email Address: TOTAL 100% *the Chairman of the Meeting, as my/our proxy, to attend and vote for me/us and on my/our behalf at the 34TH ANNUAL GENERAL MEETING (34th AGM) of TENAGA NASIONAL BERHAD (“TNB” or “the Company”) to be held virtually via Remote Participation and Voting (RPV) at Pusat Konvensyen Leo Moggie, TNB Platinum, No. 3, Jalan Bukit Pantai, Bangsar, 59100 Kuala Lumpur, Malaysia (the Broadcast Venue) on TUESDAY, 21 MAY 2024 at 10.00 a.m., and/or at any adjournment thereof. My/Our proxy is to vote as indicated below: NO. RESOLUTIONS FOR AGAINST ORDINARY BUSINESS Re-election of the following Directors who retire in accordance with Clause 64(1) of the Company’s Constitution: 1. Ong Ai Lin ORDINARY RESOLUTION 1 2. Dato’Roslina binti Zainal ORDINARY RESOLUTION 2 Re-election of the following Directors who retire in accordance with Clause 63(2) of the Company’s Constitution: 3. Datuk Ir. Megat Jalaluddin bin Megat Hassan ORDINARY RESOLUTION 3 4. Ramzi bin Mansor ORDINARY RESOLUTION 4 5. Selvendran Katheerayson ORDINARY RESOLUTION 5 6. Muazzam bin Mohamad ORDINARY RESOLUTION 6 7. Dato’ Zulkifli bin Ibrahim ORDINARY RESOLUTION 7 Approval for payment of the following Non-Executive Directors’ fees from the 34th AGM until the next Annual General Meeting (AGM) of the Company: 8. (i) Director’s fee of RM30,000.00 per month to Dato’ Abdul Razak bin Abdul Majid, Non-Executive Chairman (ii) Director’s fee of RM7,000.00 and RM5,000.00 per month for TNB Subsidiaries Category II and III respectively to Dato’ Abdul Razak bin Abdul Majid, Non-Executive Chairman ORDINARY RESOLUTION 8 9. (iii) Director’s fee of RM20,000.00 per month for the following Non-Executive Directors: a. Ramzi bin Mansor b. Rohaya binti Mohammad Yusof c. Muazzam bin Mohamad d. Ong Ai Lin e. Juniwati Rahmat Hussin f. Gopala Krishnan K.Sundaram g. Dato’ Roslina binti Zainal h. Dato’ Merina binti Abu Tahir i. Dato’ Zulkifli bin Ibrahim ORDINARY RESOLUTION 9 ORDINARY RESOLUTION 10 ORDINARY | [
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payment of the following Non-Executive Directors’ fees from the 34th AGM until the next Annual General Meeting (AGM) of the Company: 8. (i) Director’s fee of RM30,000.00 per month to Dato’ Abdul Razak bin Abdul Majid, Non-Executive Chairman (ii) Director’s fee of RM7,000.00 and RM5,000.00 per month for TNB Subsidiaries Category II and III respectively to Dato’ Abdul Razak bin Abdul Majid, Non-Executive Chairman ORDINARY RESOLUTION 8 9. (iii) Director’s fee of RM20,000.00 per month for the following Non-Executive Directors: a. Ramzi bin Mansor b. Rohaya binti Mohammad Yusof c. Muazzam bin Mohamad d. Ong Ai Lin e. Juniwati Rahmat Hussin f. Gopala Krishnan K.Sundaram g. Dato’ Roslina binti Zainal h. Dato’ Merina binti Abu Tahir i. Dato’ Zulkifli bin Ibrahim ORDINARY RESOLUTION 9 ORDINARY RESOLUTION 10 ORDINARY RESOLUTION11 ORDINARY RESOLUTION 12 ORDINARY RESOLUTION 13 ORDINARY RESOLUTION 14 ORDINARY RESOLUTION 15 ORDINARY RESOLUTION 16 ORDINARY RESOLUTION 17 10. Approval for payment of benefits payable to the Non-Executive Directors (excluding Non-Executive Directors’ fees) from the 34th AGM until the next AGM of the Company ORDINARY RESOLUTION 18 11. Approval for payment of Director’s fee of RM20,000.00 per month to Muazzam bin Mohamad, Non-Executive Director from the date of his appointment until the 34th AGM of the Company ORDINARY RESOLUTION 19 12. Re-appointment of Messrs PricewaterhouseCoopers PLT as Auditors of the Company and to authorise the Directors to fix their remuneration ORDINARY RESOLUTION 20 SPECIAL BUSINESS 13. Proposed Grant and Allotment of Shares to Datuk Ir. Megat Jalaluddin bin Megat Hassan ORDINARY RESOLUTION 21 Please indicate with an “X” in the box provided for each Resolution as how you wish your votes to be cast. If no voting instruction is given, the proxy(ies) is/are hereby authorised to vote or abstain from voting at his/her/their discretion. *If you do not wish to appoint the Chairman of the Meeting as your proxy/one (1) of your proxies, please strike out the word “the Chairman of | [
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Director from the date of his appointment until the 34th AGM of the Company ORDINARY RESOLUTION 19 12. Re-appointment of Messrs PricewaterhouseCoopers PLT as Auditors of the Company and to authorise the Directors to fix their remuneration ORDINARY RESOLUTION 20 SPECIAL BUSINESS 13. Proposed Grant and Allotment of Shares to Datuk Ir. Megat Jalaluddin bin Megat Hassan ORDINARY RESOLUTION 21 Please indicate with an “X” in the box provided for each Resolution as how you wish your votes to be cast. If no voting instruction is given, the proxy(ies) is/are hereby authorised to vote or abstain from voting at his/her/their discretion. *If you do not wish to appoint the Chairman of the Meeting as your proxy/one (1) of your proxies, please strike out the word “the Chairman of theMeeting” and insert the name(s) of the proxy(ies) you wish to appoint in the blank spaces provided. Dated this day of , 2024 Signature(s) or Common Seal of Member(s) BOARDROOM SHARE REGISTRARS SDN. BHD. 11th Floor, Menara Symphony No. 5, Jalan Prof. Khoo Kay Kim Seksyen 13, 46200 Petaling Jaya Selangor Darul Ehsan Malaysia AFFIX STAMP NOTES: 1. A member of a Company shall be entitled to appoint another person as his/her proxy to exercise all or any of his/her rights to attend, participate, speak and vote at a meeting of members of the Company, in accordance with Section 334(1) of the Companies Act 2016. 2. Only members whose names appear in the General Meeting Record of Depositors as at 14 May 2024 shall be entitled to attend the Meeting or appoint proxy(ies) to attend and/or vote on their behalf. 3. Where a member is an authorised nominee as defined in accordance with the provisions of the Securities Industry (Central Depositories) Act 1991, it may appoint up to two (2) proxies in respect of each Securities Account it holds with ordinary shares in the Company standing to the credit of the said Securities Account. 4. A member entitled to participate and vote at the Meeting is entitled to appoint not more than two (2) proxies to participate and vote | [
383,
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members of the Company, in accordance with Section 334(1) of the Companies Act 2016. 2. Only members whose names appear in the General Meeting Record of Depositors as at 14 May 2024 shall be entitled to attend the Meeting or appoint proxy(ies) to attend and/or vote on their behalf. 3. Where a member is an authorised nominee as defined in accordance with the provisions of the Securities Industry (Central Depositories) Act 1991, it may appoint up to two (2) proxies in respect of each Securities Account it holds with ordinary shares in the Company standing to the credit of the said Securities Account. 4. A member entitled to participate and vote at the Meeting is entitled to appoint not more than two (2) proxies to participate and vote onhis/her behalf. Where a member appoints two (2) proxies, the appointments shall be invalid unless the proportion of the shareholdings to be represented by each proxy is specified. 5. The instrument appointing a proxy/Proxy Form shall be in writing under the hand of the appointer or of his attorney duly appointed under a power of attorney. Where the instrument appointing a proxy/Proxy Form is executed by a corporation, it shall be executed either under its common seal or under the hand of any officer or attorney duly appointed under a power of attorney. 6. A corporation which is a member may by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its representative at the Meeting in accordance with Clause 51 of the Company’s Constitution. 7. The Proxy Form may be downloaded from the website at www.tnb.com.my. Duly completed Proxy Form must be deposited to the Boardroom Share Registrars Sdn. Bhd., 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time appointed for the taking of the poll or no later than 19 May 2024 at 12.00 p.m. 8. Alternatively, you may lodge the Proxy Form online via the Boardroom Smart Investor Portal at | [
384
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6. A corporation which is a member may by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its representative at the Meeting in accordance with Clause 51 of the Company’s Constitution. 7. The Proxy Form may be downloaded from the website at www.tnb.com.my. Duly completed Proxy Form must be deposited to the Boardroom Share Registrars Sdn. Bhd., 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time appointed for the taking of the poll or no later than 19 May 2024 at 12.00 p.m. 8. Alternatively, you may lodge the Proxy Form online via the Boardroom Smart Investor Portal at https://investor.boardroomlimited.com before the abovementioned cut-off time. For further details on proxy lodgement, kindly refer to the Administrative Details of 34th AGM. 9. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, voting at the Meeting will be conducted by poll. 1. Fold Here 2. Fold Here T o Seal TENAGA NASIONAL BERHAD 199001009294 (200866-W) TNB Platinum No. 3, Jalan Bukit Pantai, Bangsar 59100 Kuala Lumpur Tel : +603 2107 4515/4517 Fax No. : +603 2283 3686 Email : cosec@tnb.com.my www.tnb.com.my | [
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