Annual Report 2023 213 NOTICE OF FIFTEENTH ANNUAL GENERAL MEETING Ordinary Resolution 15 Ordinary Resolution 16 THAT the authority conferred by this resolution shall continue to be in force until:- a) the conclusion of the next AGM of the Company following this AGM at which this resolution was passed at which time the said authority shall lapse unless by an ordinary resolution passed at that next AGM, the authority is renewed, either unconditionally or subject to conditions; or b) the expiration of the period within which the next AGM of the Company is required by law to be held; or c) the authority is revoked or varied by ordinary resolution passed by the shareholders in a general meeting, whichever occurs first, but shall not prejudice the completion of purchase(s) of the ordinary shares by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of the guidelines issued by Bursa Malaysia and/or any other relevant governmental and/or regulatory authorities (if any). THAT upon completion of the purchase(s) of the ordinary shares by the Company, the Directors of the Company be and are hereby authorised to deal with the ordinary shares purchased in their absolute discretion in the following manners:- a) distribute the ordinary shares as share dividends to shareholders; and/or b) resell the ordinary shares or any of the ordinary shares in accordance with the relevant rules of Bursa Malaysia; and/or c) transfer the ordinary shares or any of the ordinary shares for the purposes of or under an employees’ share scheme; and/or d) transfer the ordinary shares or any of the ordinary shares as purchase consideration; and/or e) cancel the ordinary shares or any of the ordinary shares; and/or f) sell, transfer or otherwise use the ordinary shares for such other purposes as allowed by the Act. AND THAT the Directors of the Company be and are hereby authorised to take all such steps as necessary or expedient to implement, finalise or complete or to give full effect to the purchase(s) of the ordinary shares with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments (if any) as may be required or imposed by the relevant authorities from time to time or as the Directors may in their discretion deem necessary and to do all such acts and things as the Directors may deem fit and expedient in the best interest of the Company.” (Please refer to Explanatory Note F) 9. Ordinary Resolution Proposed allocation of Employees’ Share Option Scheme Options to Datuk Haji Abu Hanifah bin Noordin “THAT pursuant to the Employees’ Share Option Scheme (“ESOS”) of the Company approved by the shareholders of the Company at the Extraordinary General Meeting held on 20 February 2020, approval be and is hereby given to the ESOS Committee from time to time throughout the duration of the ESOS, to offer and grant ESOS Options to Datuk Haji Abu Hanifah bin Noordin, being the Executive Chairman of the Company, provided that not more than 10% of the ESOS Options shall be allocated to him if he is a Director of the Company and/or he, either singly or collectively through persons connected to him, holds 20% or more of the total number of issued ordinary shares of the Company (excluding treasury shares, if any), subject always to such terms and conditions of the By-Laws and/or any adjustment which may be made in accordance with the provisions of the By-Laws.” (Please refer to Explanatory Note G)
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