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GHL Systems Berhad
(293040-D)
Annual report 2015
Directors’
Report
TREASURY SHARES
At the Annual General Meeting held on 25 June 2015, the shareholders of the Company by an ordinary resolution
renewed the mandate given to the Company to repurchase its own shares based, amongst others, on the
following terms:
(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 Malaysia Securities Berhad (“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 profits and/or share premium account of the Company based on the latest
audited financial statement and/or the latest management accounts of the Company (where applicable)
available at the time of the purchase(s);
(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;
(ii) resale on the market of Bursa Securities and/or for cancellation subsequently; and/or
(iii) cancel the shares so purchased; and/or
(iv) retain part of the shares so purchased as treasury shares and cancel the remainder.
The Company has the right to retain, cancel, resell the shares it purchased and/or distribute these shares as
dividends. As treasury shares, the rights attached to them as to voting, dividends and participation in any other
distributions or otherwise are suspended. Of the total 649,847,192 (2014: 641,589,492) issued and fully paid
ordinary shares of RM0.20 each as at 31 December 2015, 1,415,901 (2014: 1,415,901) ordinary shares amounting
to RM638,221 (2014: RM638,221) are held as treasury shares by the Company.
The number of outstanding ordinary shares of RM0.20 each in issue after deducting the treasury shares is
648,431,291 (2014: 640,173,591) as at 31 December 2015.
OPTIONS GRANTED OVER UNISSUED SHARES
No options were granted to any person to take up unissued ordinary shares of the Company during the financial
year apart from the issue of options pursuant to the ESS.
The ESS of the Company came into effect on 30 August 2013. The ESS shall be in force for a period of five (5) years
until 29 August 2018 (“the scheme period”). The main features of the ESS are as follows:
(a) Eligible Executive Directors and executives are those who meet the following criteria:
(i) if he has attained the age eighteen (18) years of age and is not an undischarged bankrupt;
(ii) if he is employed on a full time basis and is on the payroll of any corporation in the Group and has not
served a notice to resign or received a notice of termination;
(iii) if his employment has been confirmed in writing;