NOTICE OF THIRTIETH ANNUAL GENERAL MEETING CONT’D (iii) Ordinary Resolution 4 Payment of Directors’ fees amounting to RM417,600 for the period from 28 May 2024 until the next AGM of the Company The proposed Ordinary Resolution 4, if passed, will facilitate the payment of Directors’ fees to all existing Independent NonExecutive Directors of the Company from 28 May 2024 until the next AGM of the Company. In the event the Company appoints additional Independent Non-Executive Directors, approval on additional Directors’ fees will be sought at the next AGM. (iv) Ordinary Resolution 5 Payment of Directors’ benefits of up to an aggregate amount of RM116,520 for the period from 28 May 2024 until the next AGM of the Company Directors’ benefits are meeting allowance payable to all Independent Non-Executive Directors and in determining the estimated amount, the Board has considered various factors including the current board size and number of scheduled meetings for the Board and Board Committee for the period from the date of the forthcoming AGM until the next AGM as well as the number of Independent Directors involved in the meeting. In the event the proposed amount is insufficient (due to more meetings/ enlarged board size), approval will be sought at the next AGM for the shortfall. (v) Ordinary Resolution 6 Re-appointment of Auditors The Board had, through the Audit and Risk Committee (“ARC”), considered the re-appointment of BDO PLT as the Auditors of the Company. The factors considered by the ARC in making the recommendation to the Board to table their re-appointment at the 30th AGM are disclosed in the ARC Report of the Annual Report 2023. (vi) Ordinary Resolution 7 Authority to issue and allot shares pursuant to Sections 75 and 76 of the Companies Act 2016 This proposed resolution, if passed, will empower the Directors to issue and allot up to a maximum of 10% of the total number of issued shares of the Company for the time being for such purposes as the Directors consider would be in the best interest of the Company. This authority will, unless revoked or varied by the Company in a general meeting, expire at the conclusion of the next AGM or the expiration of the period within which the next AGM is required by law to be held, whichever is the earlier. This is a renewal of the mandate obtained from shareholders at the last AGM held on 31 May 2023. The mandate is to provide flexibility to the Company to issue new securities without the need to convene separate general meeting to obtain its shareholders’ approval so as to avoid incurring additional costs and time. The purpose of this general mandate, if passed, will enable the Directors to take swift action in case of a need to issue and allot new shares in the Company for fund raising exercise including but not limited to further placement of shares for purpose of funding current and/or future investment projects, working capital, repayment of bank borrowings, acquisitions or such other application as the Directors may deem fit in the best interest of the Company. As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the last AGM held on 31 May 2023 and the mandate will lapse at the conclusion of the 30th AGM. (vii) Ordinary Resolution 8 Proposed Renewal of Shareholders’ Mandate for Share Buy-Back The proposed Ordinary Resolution 8, if passed, will provide a mandate for the Company to purchase its own shares up to 10% of the total number of issued shares of the Company and shall lapse at the conclusion of the next AGM unless authority for the renewal is obtained from the shareholders of the Company at a general meeting. Please refer to the Statement to Shareholders in relation to the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back attached in the Annual Report 2023 of the Company for further details. 170 GHL SYSTEMS BERHAD 199401007361 (293040-D)
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