ENRA Group Berhad Annual Report 2019

168 ENRA GROUP BERHAD ∞ Annual Report 2019 page (a) the aggregate number of shares purchased does not exceed ten per centum (10%) of the total number of issued shares of the Company as quoted on Bursa Securities as at the point of the purchase(s) and if the Company ceases to hold all or part of such shares purchased as a result of, amongst others, cancellation, re-sale and/or distribution of the shares purchased, the Company may further purchase such additional shares provided that the total number of additional shares purchased together with such shares still held/ retained as treasury shares (if any) does not, in aggregate, exceed ten per centum (10%) of the total number of issued shares of the Company at the time of the purchase(s); and (b) the maximum fund to be allocated by the Company for the purpose of purchasing the shares shall not exceed the aggregate of the retained profits of the Company based on the latest audited financial statements and/or the latest management accounts of the Company (where applicable) available at the time of the purchase(s). THAT the Directors of the Company be and are hereby authorised, at their absolute discretion, to deal with the shares so purchased by retaining the shares purchased as treasury shares or cancelling the shares or retaining part of the shares so purchased as treasury shares and cancelling the remainder or such other manner as allowed under the Companies Act 2016. THAT the authority conferred by this resolution shall commence upon the passing of this ordinary resolution and continue to be in force until:- (i) the conclusion of the next Annual General Meeting at which time it shall lapse unless by ordinary resolution passed at the meeting, the authority is renewed, either unconditionally or subject to conditions; (ii) the expiration of the period within which the next Annual General Meeting after that date is required by law to be held; or (iii) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting, whichever occurs first. AND THAT authority be and is hereby given to the Directors of the Company to do all acts and things as are necessary to give full effect to the purchase by the Company of its own shares with full powers to assent to any conditions, modifications, variations and/or amendments as the Directors may deem fit and expedient in the interests of the Company or as may be imposed by the relevant authorities.” 9. Proposed adoption of a new Constitution of the Company in place of the existing Memorandum and Articles of Association “ THAT a new Constitution as set out in Appendix lll of the Circular to Shareholders dated 31 July 2019 be adopted in place of the existing Memorandum and Articles of Association of the Company and that the Directors and the Company Secretary be and are hereby authorised to do such acts, deeds and things as are necessary and/or expedient to give full effect to the foregoing with full powers to assent to any conditions, modifications and/or amendments as may be required by any relevant authorities.” (Special Resolution) 10. To transact any other business of which due notice shall have been given. By Order of the Board CHEONG LISA (MAICSA 7009457) Company Secretary Kuala Lumpur 31 July 2019 Notice of Annual General Meeting