Sasbadi Annual Report 2020

SASBADI HOLDINGS BERHAD 158 NOTICE OF EIGHTH ANNUAL GENERAL MEETING (continued) EXPLANATORY NOTES Ordinary Resolution 1 There is no increase in the Directors’ Fees for the financial year ending 31 August 2021. Ordinary Resolution 4 The retiring Auditors, KPMG PLT had indicated to the Company that they do not wish to seek for re-appointment at the 8th AGM. In this regard, Karya Kencana Sdn Bhd, the major shareholder of the Company had nominated BDO PLT as Auditors of the Company pursuant to Section 271(4) of the Companies Act 2016 (“the Act’). BDO PLT have given their consent to act as Auditors of the Company. Special Resolution The proposed Special Resolution, if passed, will align the Company’s Constitution with the Companies Act 2016 and the Main Market Listing Requirements of Bursa Securities. 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 20% 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 Seventh AGM of the Company held on 13 February 2020. 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 dated 30 December 2020. Re-election of Director Mr Tang Yuen Kin, who is retiring by casual vacancy pursuant to Clause 118 of the Company’s Constitution, will not be seeking for re-election and hence, Mr Tang Yuen Kin will retire from the office at the conclusion of the 8th AGM. STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING No individual is standing for election as Director at the forthcoming Eighth Annual General Meeting of the Company.