162
GHL Systems Berhad
(293040-D)
NOTICE OF TWENTY-FIRST
ANNUAL GENERAL MEETING
(continued)
6.
PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY FOR THE COMPANY
TO PURCHASE ITS OWN SHARES UP TO 10% OF THE ISSUED AND PAID-UP
CAPITAL OF THE COMPANY PURSUANT TO SECTION 67A OF THE COMPANIES
ACT, 1965 (“Proposed Renewal of Share Buy-Back Authority”)
“THAT, subject always to the Companies Act, 1965, the provisions of
the Articles of Association of the Company, the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and
the approvals of all relevant governmental and/or regulatory authorities,
the Company be and is hereby authorised, to the fullest extent permitted
by law, to purchase such amount of ordinary shares of RM0.20 each in the
Company as may be determined by the Directors of the Company from
time to time through Bursa Securities upon such terms and conditions as
the Directors may deem fit and expedient in the interest of the Company
provided that:-
(a) the aggregate number of shares purchased does not exceed ten
percent (10%) of the total issued and paid-up share capital of the
Company as quoted on Bursa Securities as at the point of purchase;
(b) the maximum funds to be allocated by the Company for the purpose
of purchasing its shares shall not exceed the total retained earnings
and share premium reserves of the Company at the time of the
purchase(s); and
(c) the Directors of the Company may decide to:-
i.
retain the shares purchased as treasury shares for distribution as
dividend to the shareholders and/or resale on the market of Bursa
Securities and/or for cancellation subsequently; and/or
ii.
cancel the shares so purchased; and/or
iii. retain part of the shares so purchased as treasury shares and
cancel the remainder.
THAT such authority shall commence upon passing of this resolution and
shall continue to be in force until:-
(a) the conclusion of the next Annual General Meeting of the Company
following the forthcoming Annual General Meeting at which such
resolution was passed at which time it will lapse, unless by ordinary
resolution passed at that meeting, the authority is renewed, either
unconditionally or subject to conditions; or
(b) the expiration of the period within which the next Annual General
Meeting after the date is required by law to be held; or
(c) revoked or varied by ordinary resolution passed by the shareholders in
general meeting;
(Ordinary Resolution 6)
