GHL System Berhad Annual Report 2019

G H L S Y S T E M S B E R H A D 1 9 9 4 0 1 0 0 7 3 6 1 ( 2 9 3 0 4 0 - D ) 180 (ii) Ordinary Resolutions 1 and 2 - Re-election of Directors Datuk Kamaruddin bin Taib and Mr Hossameldin Abdelhamid Mohamed Aboumoussa are standing for re-election as Directors of the Company and being eligible, have offered themselves for re-election at the 26 th AGM. The Board of Directors has through the Nomination and Remuneration Committee carried out the necessary assessment on the aforesaid Directors and concluded that they met the criteria as prescribed under Paragraph 2.20A of the Main Market Listing Requirements on character, experience, integrity, competence and time to effectively discharge their roles as Directors. (iii) Ordinary Resolution 3 - Payment of Directors’ fees The Directors’ fees proposed for the financial year ending 31 December 2020 are calculated based on the current board size and assuming that the Independent Non-Executive Directors will hold office until 31 December 2020. This resolution is to facilitate payment of Directors’ fees on current financial year basis. In the event the proposed Directors’ fees are insufficient (due to enlarged board size), approval will be sought at the next AGM for additional fees to meet the shortfall. (iv) Ordinary Resolution 4 - Payment of Directors’ benefits Directors’ benefits include meeting allowance payable to Directors and in determining the estimated amount, the Board has considered various factors including the current board size and number of scheduled meetings for the Board and Board Committee for the period from the date of the forthcoming AGM until the next AGM as well as the number of Independent Directors involved in the meeting. In the event the proposed amount is insufficient (due to more meetings/enlarged board size), approval will be sought at the next AGM for the shortfall. (v) Ordinary Resolution 5 - Re-appointment of Auditors The Board has through the Audit and Risk Committee, considered the re-appointment of BDO PLT as the Auditors of the Company. The factors considered by the Audit and Risk Committee in making the recommendation to the Board to table their re-appointment at the 26 th AGM are disclosed in the Audit and Risk Committee Report of the 2019 Annual Report. (vi) Ordinary Resolution 6 - Authority to Issue Shares pursuant to Sections 75 and 76 of the Companies Act 2016 The proposed Ordinary Resolution 6 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 AGM 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 AGM of the Company. The mandate is to provide flexibility to the Company to issue new securities without the need to convene separate general meeting to obtain its shareholders’ approval so as to avoid incurring additional costs and time. The purpose of this general mandate is for possible fund raising exercise including but not limited to further placement of shares for purpose of funding current and/or future investment projects, working capital, repayment of bank borrowings, acquisitions and/or for issuance of shares as settlement of purchase consideration or such other application as the Directors may deem fit in the best interest 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 last AGM held on 30 May 2019 and the mandate will lapse at the conclusion of the 26 th AGM. (vii) Ordinary Resolution 7 – Proposed Share Buy-Back The proposed Ordinary Resolution 7, 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 AGM 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 Share Buy-Back attached in the Annual Report 2019 of the Company for further details. NOTICE OF TWENTY-SIXTH ANNUAL GENERAL MEETING CONT’D