6. Potential Advantages and Disadvantages of the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back (Cont’d) The potential disadvantages of the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back are as follows: (i) the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back can only be made out of retained profits of the Company resulting in a reduction of the amount available for distribution as dividends and bonus issues to shareholders; (ii) the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back will reduce the financial resources of the Company which may result in the Company foregoing better investment opportunities that may emerge in the future; and (iii) the cash flow of the Company may be affected if the Company decides to utilise bank borrowings to finance a share buy-back. 7. Direct and Indirect Interests of the Directors and Substantial Shareholders The effects of the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back on the substantial shareholders’ and Directors’ shareholdings as at 27 March 2024 are as follows:- Substantial shareholders Before the Proposed Shares Buy-Back After the Proposed Shares Buy-Back *(a) Direct Indirect Direct Indirect No of shares % No of shares % No of shares % No of shares % Actis Stark (Mauritius) Limited 440,356,423 38.58 - - 440,356,423 42.86 - - APIS Growth 14 Ltd 114,657,900 10.04 - - 114,657,900 11.16 - - Tobikiri Capital Ltd 60,999,361 5.34 - - 60,999,361 5.94 - - Loh Wee Hian 54,426,551 4.77 60,999,361* 5.34 54,426,551 5.30 60,999,361* 5.94 Albizia ASEAN Tenggara Fund 68,089,500 5.97 - - 68,089,500 6.63 - - Notes: *(a) Assuming that 10% of the total number of issued shares is purchased and retained as treasury shares. * Deemed interested by virtue of his interest in Tobikiri Capital Ltd pursuant to Section 8 of the Companies Act 2016 (“the Act”). Director Before the Proposed Shares Buy-Back After the Proposed Shares Buy-Back *(a) Direct Indirect Direct Indirect No of shares % No of shares % No of shares % No of shares % Loh Wee Hian 54,426,551 4.77 60,999,361* 5.34 54,426,551 5.30 60,999,361* 5.94 Mohamed Rashdi Bin Mohamed Ghazalli - - - - - - - - Dato’ Chan Choy Lin - - - - - - - - Matteo Stefanel - - - - - - - - Richard Henry Phillips - - - - - - - - Sean S Hesh - - - - - - - - Tan Lye Sim - - - - - - - - Kung Lee See - - - - - - - - Notes: *(a) Assuming that 10% of the total number of issued shares is purchased and retained as treasury shares. * Deemed interested by virtue of his interest in Tobikiri Capital Ltd pursuant to Section 8 of the Act. Save for the proportionate increase in the percentage of shareholdings of the Directors, substantial shareholders and persons connected to them as a result of the effective decrease in the total number of voting shares of the Company upon the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back, none of the Directors and/ or Major Shareholders and/or persons connected to them have any interest, direct or indirect, in the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back. 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 173 ANNUAL REPORT 2023
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