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”) CONT’D 3. Details of the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back (Cont’d) 3.1 Details of the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back (Cont’d) whichever occurs first, but shall not prejudice the completion of purchase(s) by the Company of its own shares before the aforesaid expiry date and, in any event, in accordance with the Main Market Listing Requirements of Bursa Securities and any applicable laws, rules, regulations, orders, guidelines and requirements issued by any relevant authorities. The actual number of GHL shares to be purchased will depend on market conditions and sentiments of Bursa Securities as well as the retained profits and financial resources available to the Company at the time of the purchase(s). The maximum number of shares which may be purchased in respect of the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back would be 114,149,984 shares, representing 10% of its total number of issued shares as at 27 March 2024. GHL will ensure that the purchase of its own shares will not result in the Company’s public shareholding spread falling below the minimum public shareholding spread of twenty-five percent (25%) of its total listed shares (excluding treasury shares). If the Board decides to cancel the purchased shares, the Company’s issued share capital shall be diminished by the cancellation of the purchased shares. 4. Rationale for the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back The Proposed Renewal of Shareholders’ Mandate for Share Buy-Back will enable GHL to utilise its surplus financial resources to buy-back GHL shares. The increase in earnings per share (“EPS”), if any, arising from the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back is expected to benefit the shareholders of the Company. The purchased shares can be held as treasury shares and resold on Bursa Securities to realise potential gain without affecting the total issued share capital of the Company. The distribution of the treasury shares as share dividends may also serve to reward the shareholders of the Company. 5. Source of Funds The Proposed Renewal of Shareholders’ Mandate for Share Buy-Back, if implemented, will be funded through internally generated funds and/or bank borrowings, the proportion of which will depend on the quantum of the purchase consideration and availability of internal funds of GHL. In the event bank borrowings are required for the purchase of GHL Shares, the Board will ensure that the Company has the capability to repay the bank borrowings and the repayment will not have any material impact on the Company’s cash flow. 6. Potential Advantages and Disadvantages of the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back The potential advantages of the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back are as follows: (i) to stabilise the supply and demand as well as the prices of the GHL’s shares traded on Bursa Securities and thereby support its fundamental value and maintain investors’ confidence in GHL; (ii) if the shares are bought back as treasury shares, it will provide the Directors of GHL an option to sell the purchased shares at a higher price and generate capital gain for the Company; and (iii) the purchased shares can be distributed as share dividends to reward its shareholders. 172 GHL SYSTEMS BERHAD 199401007361 (293040-D)
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