SCC Holdings Berhad Annual Report 2017

SCC Holdings Berhad (511477-A) | Annual Report 2017 87 By Order of the Board SCC HOLDINGS BERHAD LEE WEE HEE (MAICSA 0773340) WONG YUET CHYN (MAICSA 7047163) Company Secretaries Kuala Lumpur 30 April 2018 Notes:- 1. A member of the Company entitled to attend and vote at this meeting may appoint one or more proxies to attend and vote in his stead. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at a General Meeting of the Company shall have the same rights as the member to speak at the General Meeting. 2. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy. 3. Where a member is an authorised nominee as defined under the Central Depositories Act, 1991, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account. 4. Where a Member is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (‘omnibus account’) there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds. 5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under the common seal or under the hand of an officer or attorney duly authorised. 6. To be valid the proxy form duly completed must be deposited at the registered office at No. 2-1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur, Wilayah Persekutuan (KL) not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof, or in the case of a poll, not less than twenty-four (24) hours before the time appointed for taking of the poll. 7. In respect of deposited securities, only Members whose names appear in the Record of Depositors on 21 May 2018 (General Meeting Record of Depositors) shall be entitled to attend, speak and vote at this 18th AGM. 8. Pursuant to Rule 8.31A(1) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in this Notice will be put to vote by way of poll. Explanatory Note on Ordinary Business 9. Audited Financial Statements for financial year ended 31 December 2017 The audited financial statements are laid in accordance with Section 340(1)(a) of the Companies Act, 2016 for discussion only under Agenda 1. They do not require shareholders’ approval and hence, will not be put for voting. Explanatory Notes on Special Business 10. Retention of Independent Non-Executive Directors The proposed Ordinary Resolutions 6, 7 and 8 if passed will allow Dato’ Ismail bin Hamzah, Dato’ Dr. Choong Tuck Yew and Datuk Wira Dr. Goy Hong Boon to be retained and continue to act as Independent Directors. Dato’ Ismail, Dato’ Dr. Choong and Datuk Wira Dr. Goy were appointed as Independent Directors on 1 April 2010 and their tenure as Independent Directors shall exceed 9 years on 2 April 2019. In accordance with the Malaysian Code on Corporate Governance, the Nomination Committee (“NC”) has assessed that they have fulfilled the criteria under the definition of Independent Director as stated in the ACE Market Listing Requirements and they have vast experience, knowledge and skills in a diverse range of businesses and therefore provide constructive opinion, counsel, oversight and guidance as Directors. NC recommended for the three Directors to continue to serve as Independent Non-Executive Directors. Therefore, the Board considers them to be Independent and believes that they should be retained as Independent Non-Executive Directors. 11. Authority to Issue Shares Pursuant to Sections 75 and 76 of the Companies Act, 2016 The proposed Ordinary Resolution 9, if passed, will empower the Directors of the Company to issue and allot shares in the Company from time to time and for such purposes as the Directors consider would be in the best interest of the Company. This Renewed Mandate will, unless revoked or varied by the Company in general meeting, expire at the conclusion of the next Annual General Meeting of the Company. As at the date of this Notice, no shares had been issued and allotted since the general mandate granted to the Directors at the last Annual General Meeting held on 29 May 2017 and this authority will lapse at the conclusion of the 18th AGM of the Company. The Renewed Mandate will provide flexibility to the Company to raise funds, including but not limited to placing of shares, for purpose of funding future investment projects and/or working capital and/or acquisitions. NOTICE OF ANNUAL GENERAL MEETING (CONT’D)