STATEMENT TO SHAREHOLDERS in relation to the proposed renewal of authority for the Company to purchase of its own shares representing up to 10% of the total number of issued shares of the Company (“Proposed Renewal of Shareholders’ Mandate for Share Buy-Back”) 1. Disclaimer Statement The Statement on the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back (“Statement”) is important and requires your immediate attention. If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad (“Bursa Securities”) has not perused this Statement as it falls under the category of Exempt Circulars. Bursa Securities takes no responsibility for the contents of this Statement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this Statement. 2. Introduction 2.1 Proposed Renewal of Shareholders’ Mandate for Share Buy-Back At the last Annual General Meeting (“AGM”) of GHL Systems Berhad (“GHL” or “the Company”) held on 31 May 2023, the Company had obtained the shareholders’ approval to purchase its own shares as may be determined by the Board of Directors of the Company from time to time through Bursa Securities, upon such terms and conditions as the Board of Directors may deem fit and expedient in the best interest of the Company, provided that the aggregate number of ordinary shares purchased and/or held does not exceed 10% of the total number of issued shares of the Company at any point in time and the maximum amount of funds to be utilised for the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back shall not exceed the retained profits of the Company at the time of purchase. Based on the Audited Financial Statements of the Company for the financial year ended 31 December 2023, the Company’s accumulated losses were RM66,891,974. The authority obtained to purchase the Company’s own shares in accordance with the Main Market Listing Requirements of Bursa Securities, will lapse at the conclusion of the forthcoming 30th AGM to be held on 28 May 2024, unless renewed by an ordinary resolution. On 27 March 2024, the Company announced its intention to seek shareholders’ approval at the forthcoming 30th AGM, for the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back. 2.2 Purpose of this Statement The purpose of this Statement is to provide the shareholders with the relevant information on the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back and to seek your approval for the ordinary resolution which will be tabled at the forthcoming 30th AGM. The notice of AGM together with the Proxy Form are set out in this Annual Report. 3. Details of the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back 3.1 Details of the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back The Board proposes to seek the approval from the shareholders of GHL for the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back at any time through its appointed stockbroker. The Proposed Renewal of Shareholders’ Mandate for Share Buy-Back, once approved by the shareholders of the Company, shall be effective from the date of the passing of the ordinary resolution at the forthcoming 30th AGM and shall remain in force until:- (a) the conclusion of the next AGM of GHL, at which time it shall lapse, unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; (b) the expiration of the period within which the next AGM of the Company after that date is required by law to be held; or (c) revoked or varied by an ordinary resolution passed by the shareholders of GHL in a general meeting, 171 ANNUAL REPORT 2023
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