165 / 178
163
GHL Systems Berhad
(293040-D)
Annual report 2015
Notice of Twenty-Second
Annual General Meeting
(continued)
7.
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 7)