Sasbadi Annual Report 2018

SASBADI HOLDINGS BERHAD (1022660-T) NOTICE OF SIXTH ANNUAL GENERAL MEETING 156 EXPLANATORY NOTES Ordinary Resolution 1 There is no increase in the Directors’ Fees for the financial year ending 31 August 2019. 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 Fifth AGM of the Company held on 23 January 2018. 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 Part A of the Circular/Statement to Shareholders dated 28 December 2018. Special Resolution The proposed Special Resolution, if passed, will bring the Company’s Constitution in line with the Companies Act 2016 and the amendments to the Main Market Listing Requirements of Bursa Securities. The proposed new Constitution is set out in Part B of the Circular/Statement to Shareholders dated 28 December 2018. STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING No individual is standing for election as Director at the forthcoming Sixth Annual General Meeting of the Company.