GHL System Berhad Annual Report 2017

GHL SYSTEMS BERHAD 136 NOTICE OF TWENTY-FOURTH ANNUAL GENERAL MEETING CONT’D 9. PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES UP TO 10% OF THE TOTAL NUMBER OF ISSUED SHARES OF THE COMPANY (“Proposed Renewal of Share Buy-Back Authority”) “THAT, subject always to the Companies Act 2016 (“the Act”), the provisions of the Constitution 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 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 number of issued shares 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 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 in the manner as allowed by the Act. 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 of the Company 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; whichever occurs first. (Ordinary Resolution 10) [Please see Note 4(ii)]