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Datasonic Group Berhad
(Company No. 809759-X)
EXPLANATORY NOTES:
A) To receive the Audited Financial Statements
This Agenda is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965
does not require a formal approval of shareholders for the Audited Financial Statements. Hence, this
item on the Agenda is not put forward for voting.
B) Annual Assessment of the Independence of the Independent Directors
The Board through the Nomination Committee has undertaken an annual assessment of the
independence of all its Independent Directors, including General Tan Sri (Dr) Mohamed Hashim
bin Mohd Ali (Rtd), Dato’ Wan Mohd Safiain bin Wan Hasan, Dato’ Wan Ibrahim bin Wan Ahmad,
Dato’ Zaiful Ayu Ibrahim bin Ibrahim and Mr. Yee Kim Shing @ Yew Kim Sing who are seeking for re-
appointment or re-election at the Seventh Annual General Meeting of the Company.
C) Special Business
Ordinary Resolution 9 - Authority to Allot and Issue Shares pursuant to Section 132D of the Companies
Act, 1965
The existing general mandate for the authority to allot and issue shares pursuant to Section 132D of
the Companies Act, 1965 was approved by the shareholders of the Company at the Sixth Annual
General Meeting held on 27 May 2014. As at the date of this Notice, the Company did not issue any
new shares pursuant to this mandate obtained.
The proposed Ordinary Resolution 9, if passed, will empower the Directors from the conclusion of
this Annual General Meeting, to allot and issue shares in the Company up to a maximum of 10% of
the issued share capital of the Company at the time of issue (other than bonus or rights issue) for
such purposes as they consider would be in the best interest of the Company. This would eliminate
any delay arising from and cost involved in convening a general meeting to obtain approval of the
shareholders for such issuance of shares. This authority, unless revoked or varied at a general meeting,
will expire at the next Annual General Meeting of the Company.
The renewal of this general mandate will provide flexibility to the Company for any possible fund
raising activities, including but not limited to further placing of shares for purpose of funding investment
project(s), working capital and/or acquisition. At this juncture, there is no decision to issue new shares.
If there should be a decision to issue new shares after the general mandate is sought, the Company
will make an announcement in respect thereof.
STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING
Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
1.
Details of individuals who are standing for election as Directors
No individual is standing for election as Director at the Seventh Annual General Meeting of the
Company.
2.
Statement relating to general mandate for issue of securities in accordance with Paragraph 6.03(3)
of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
Details of the general mandate for the Authority to Allot and Issue Shares pursuant to Section 132D of
the Companies Act, 1965 are set out in Explanatory Note C of the Notice of Seventh Annual General
Meeting.
NOTICE OF SEVENTH ANNUAL GENERAL MEETING
(Cont’d)
