Sasbadi Annual Report 2017

156 SASBADI HOLDINGS BERHAD (1022660-T) EXPLANATORY NOTES Ordinary Resolution 1 There is no increase in the Directors’ Fees for the financial year ending 31 August 2018. Ordinary Resolution 5 The proposed Ordinary Resolution 5, if passed, will renew the authority given to the Directors of the Company to allot and issue new shares in the Company pursuant to Sections 75 and 76 of the Companies Act, 2016 (“General Mandate”), provided that the number of shares issued pursuant to this General Mandate, when aggregated with the number of shares issued during the preceding twelve (12) months, does not exceed 10% of the total number of issued shares of the Company at the time of issue. This General Mandate, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company. The purpose to seek the General Mandate is to enable the Company to raise funds expeditiously for the purpose of funding future investment project(s), working capital, repayment of borrowings and/or acquisition(s) without having to convene a general meeting to seek shareholders’ approval when such opportunities or needs arise. The Company did not issue any new shares pursuant to mandate obtained at the Fourth AGM of the Company held on 19 January 2017. Ordinary Resolution 6 The proposed Ordinary Resolution 6, if passed, will renew the authority given to the Directors to purchase issued ordinary shares in the Company of not exceeding 10% of the total number of issued shares of the Company through Bursa Securities in accordance with the Companies Act, 2016, the provisions of the Constitution of the Company and the requirements of Bursa Securities. This authority unless revoked or varied by the Company at a general meeting, will expire at the next AGM of the Company. Details on the proposal contained under Ordinary Resolution 6 above are set out in the Statement to Shareholders in relation to Proposed Renewal of Share Buy-Back Authority dated 28 December 2017. STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING Further details of the Directors standing for re-election are set out in the Directors’ Profiles Section of the Annual Report 2017. NOTICE OF FIFTH ANNUAL GENERAL MEETING