GHL System Berhad Annual Report 2018

G H L S y s t e m S B e r h a d ( 2 9 3 0 4 0 - D ) 156 i. To cancel all or part of the Purchased Shares; ii. To retain all or part of the Purchased Shares as treasury shares as defined in Section 127 of the Act; iii. To distribute all or part of the treasury shares as dividends to the shareholders of the Company; iv. To resell all or part of the treasury shares; v. To transfer all or part of the treasury shares for the purposes of or under the employees’ share scheme established by the Company and/or its subsidiaries; vi. To transfer all or part of the treasury shares as purchase consideration; vii. To sell, transfer or otherwise use the shares for such other purposes as the Minister may by order prescribe; and/or viii. To deal with the treasury shares in the manners as allowed by the Act, Listing Requirements, applicable laws, rules, regulations, guidelines, requirements and/ or orders of any relevant authorities for the time being in force. AND THAT the Directors of the Company be and are authorised to take all such steps as are necessary or expedient [including without limitation, the opening and maintaining of central depository account(s) under Securities Industry (Central Depositories) Act, 1991, and the entering into all other agreements, arrangements and guarantee with any party or parties] to implement, finalise and give full effect to the Proposed Share Buy-Back with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments (if any) as may be imposed by the relevant authorities.” 10. PROPOSED ALTERATION OF THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION BY REPLACING WITH A NEW CONSTITUTION (“PROPOSED ALTERATION”) “THAT the existing Memorandum and Articles of Association of the Company be hereby altered by replacing with a new Constitution attached hereto as Annexure A with effect from the date of passing this special resolution. THAT the Directors of the Company be hereby authorised to do all such acts and things and to take all such steps as they deem fit, necessary, expedient and/or appropriate in order to complete and give full effect to the Proposed Alteration with full powers to assent to any condition, modification, variation and/or amendment as may be required or imposed by the relevant authorities.” (Special Resolution) [Please see Note 4 (iii)] C. Other Business 11. To transact any other business of which due notice shall have been given in accordance with the Constitution of the Company and the Companies Act 2016. By Order of the Board WONG WAI FOONG (MAICSA 7001358) LIM POH YEN (MAICSA 7009745) KUAN HUI FANG (MIA 16876) Company Secretaries Kuala Lumpur 30 April 2019 NOT I CE OF TWENT Y- F I F TH ANNUA L GENERA L ME E T I NG C O N T ’ D