8. Proposed Renewal of Authority for the Company to Purchase its own Ordinary Shares (“Proposed Renewal of Share Buy-Back Authority”) Ordinary Resolution 9 [Please refer to Explanatory Note 6] “THAT subject to the Act, the provisions of the Constitution of the Company, the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and all other applicable laws, rules and regulations and guidelines for the time being in force and the approvals of all relevant governmental and/or regulatory authority, approval be and is hereby given to the Company, to purchase such number of ordinary shares in the Company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit, necessary and expedient in the best interest of the Company, provided that: (a) the maximum aggregate number of ordinary shares which may be purchased and/or held by the Company as treasury shares shall not exceed ten percent (10%) of the total number of issued shares of the Company at any point in time of the said purchase(s); and (b) the maximum funds to be allocated by the Company for the purpose of purchasing its ordinary shares shall not exceed the total retained profits of the Company based on the latest audited financial statements and/or the latest unaudited financial statements of the Company (where applicable) available at the time of the purchase(s). THAT the authority conferred by this resolution will commence immediately upon passing of this Ordinary Resolution 9 and shall continue to be in force until: (i) (ii) (iii) the conclusion of the next AGM of the Company at which time the said authority shall lapse; unless by an ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; the expiration of the period within which the next AGM of the Company is required by law to be held; or revoked or varied by an ordinary resolution passed by the shareholders in a general meeting, whichever occurs first. THAT upon completion of the purchase by the Company of its own ordinary shares, the Directors of the Company be and are hereby authorised to deal with the ordinary shares purchased in their absolute discretion in the following manner: (a) distribute the shares as share dividends to the shareholders; (b) resell the shares or any of the shares on Bursa Securities; (c) transfer the shares or any of the shares for the purposes of or under an employees’ shares scheme (if any); (d) transfer the shares or any of the shares as purchase consideration; (e) cancel all the ordinary shares so purchased; and/or (f) sell, transfer or otherwise use the shares for such other purposes as allowed by the Act. NOTICE OF ANNUAL GENERAL MEETING Cont’d ANNUAL REPORT 2022 324
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