GHL System Berhad Annual Report 2017

GHL SYSTEMS BERHAD 138 iv. The Proxy Form must be signed by the appointor or his attorney duly authorised in writing or in the case of a corporation, be executed under its common seal or under the hand of its attorney duly authorised in writing. v. If the Proxy Form is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit. vi. The Proxy Form or other instruments of appointment must be deposited at the Registered Office of the Company at Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur or alternatively, the Customer Services Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, not later than 48 hours before the time fixed for holding the meeting or any adjournment thereof. vii. In respect of deposited securities, only members whose names appeared in the Record of Depositors as at 21 May 2018 shall be eligible to attend, speak and vote at the Meeting. 2. Audited Financial Statements for the financial year ended 31 December 2017 The Audited Financial Statements is meant for discussion only as an approval from shareholders is not required pursuant to the provision of 340(1)(a) of the Companies Act 2016. Hence, this item on the Agenda is not put forward for voting by shareholders of the Company. 3. Explanatory Notes on Ordinary Business: Ordinary Resolution 5 – Approval of the payment of Special Director’s Fee to an Independent Director of the Company for the Financial Year Ending 31 December 2018 The Board of Directors proposes an one-off special Director’s Fee of RM30,000.00 to be paid to Datuk Kamaruddin bin Taib, the Independent Director of the Company for the financial year ending 31 December 2018. 4. Explanatory Notes on Special Business i. Ordinary Resolution 9 - Authority to Issue Shares pursuant to Sections 75 and 76 of the Companies Act 2016 The proposed Ordinary Resolution 9 is a renewal of the general mandate pursuant to Sections 75 and 76 of the Companies Act 2016 (“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 total number of issued shares (excluding treasury shares) 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-Third Annual General Meeting held on 26 May 2017 and which will lapse at the conclusion of the Twenty-Fourth 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 10 – Proposed Renewal of Share Buy-Back Authority The proposed Ordinary Resolution 10, if passed, will provide a mandate for the Company to purchase its own shares up to 10% of the total number of issued shares 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 2017 of the Company for further details. NOTICE OF TWENTY-FOURTH ANNUAL GENERAL MEETING CONT’D