SCC Holdings Berhad Annual Report 2018

SCC Holdings Berhad | Annual Report 2018 .95 7. In respect of deposited securities, only Members whose names appear in the Record of Depositors on 17 May 2019 (General Meeting Record of Depositors) shall be entitled to attend, speak and vote at this 19th 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 2018 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. Proposed Retention of Independent Directors The Proposed Ordinary Resolutions 6, 7 and 8 in Agenda 5, if passed, will allow Dato’ Ismail, Dato’ Dr. Choong and Datuk Wira Dr. Goy to be retained and continue acting as Independent Directors to fulfill the requirements of Rule 15.02 of Bursa Malaysia’s ACE Market Listing Requirements and in line with the recommendation No. 4.2 of the Malaysian Code of Corporate Governance. The full details of the Board’s justification and recommendations for the retention of Dato’ Ismail, Dato’ Dr. Choong and Datuk Wira Dr. Goy as Independent Directors are set out on Page [ ] of the Board’s Corporate Governance Overview Statement in the 2018 Annual Report. 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 28 May 2018 and this authority will lapse at the conclusion of the 19th 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. 12. Proposed Adoption of the New Constitution of the Company The Special Resolution 1, if passed, will bring the Company’s Constitution in line with the Companies Act, 2016 which came into force on 31 January 2017, the updated provisions of the ACE Market Listing Requirements and the prevailing statutory and regulatory requirements, details of which are set out in Appendix I accompanying the Company’s Annual Report 2018. Pursuant to Section 36 of the Companies Act, 2016, the proposed adoption of the new Constitution of the Company, if passed as a Special Resolution by a majority of not less than 75% of the members who are entitled to vote, and do vote in person or by proxy, shall take immediate effect and it shall bind the Company and the members accordingly. NOTICE OF ANNUAL GENERAL MEETING (cont’d)