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166
GHL Systems Berhad
(293040-D)
Annual report 2015
3.
Explanatory Notes on Ordinary Business:
i.
Ordinary Resolution 4 – Approval of the Directors’ Fees in respect of the Financial Year Ending 31
December 2016
The Board of Directors would like to propose the following monthly fees to be paid to the Directors for
the year ending 31 December 2016.
1. Datuk Kamaruddin Bin Taib
RM10,000
2. Fong Seow Kee
RM9,000
3. Brahmal a/l Vasudevan
RM8,000 *
4. Lim Sze Mei
RM8,000 *
* Brahmal a/l Vasudevan and Lim Sze Mei are waiving their rights to the proposed fees as they would
like to channel these funds back to the Group to fund the Group’s marketing activities.
4.
Explanatory Notes on Special Business
i.
Ordinary Resolution 6 - Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965
The Proposed Ordinary Resolution 6 is a renewal of the general mandate pursuant to Section 132D of
the Companies Act, 1965 (“General Mandate”) obtained from the shareholders of the Company at the
previous Annual General Meeting and, if passed, will empower the Directors of the Company to issue
new shares in the Company from time to time provided that the aggregate number of shares issued
pursuant to the General Mandate does not exceed 10% of the issued share capital of the Company
for the time being.
The General Mandate, unless revoked or varied by the Company in general meeting, will expire at the
conclusion of the next Annual General Meeting of the Company.
As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate
granted to the Directors at the Twenty-First Annual General Meeting held on 25 June 2015 and which
will lapse at the conclusion of the Twenty-Second Annual General Meeting.
The 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 current and/or future
investment project(s), working capital, acquisition and/or for issuance of shares as settlement of
purchase consideration.
ii.
Ordinary Resolution 7 – Proposed Renewal of Share Buy-Back Authority
The proposed Ordinary Resolution 7, if passed, will provide a mandate for the Company to purchase its
own shares up to 10% of the issued and paid-up ordinary share capital of the Company and shall lapse
at the conclusion of the next Annual General Meeting unless authority for the approval is obtained from
the shareholders of the Company at a general meeting. Please refer to the Statement to Shareholders
in relation to the Proposed Renewal of Share Buy-Back Authority attached in the Annual Report 2015 of
the Company for further details.
iii. Special Resolution – Proposed Amendment to Articles of Association of The Company
The proposed Special Resolution, if passed, will give authority to amend its Articles of Association to be
aligned with the Main Market Listing Requirements of Bursa Securities.
Notice of Twenty-Second
Annual General Meeting
(continued)