377 ANNUAL REPORT 2022 ANNUAL GENERAL MEETING In cognisant of the importance of continuous development and keeping pace with transformation of technology, Mr Gregory Lee with his extensive working experiences, history of performance and enthusiastic in information technology relevant sector, has shown his readiness to contribute to the Company in term of diversity, further leverage sustainable growth and improvement of corporate value of the Company. Mr Gregory Lee has exercised his due care and carried out his professional duties proficiently during his tenure as Independent Non-Executive Director of the Company. Please refer to page 25 of the Annual Report 2022 for the profile of the aforesaid Director. 5. ORDINARY RESOLUTION 18 – RE-APPOINTMENT OF AUDITORS The Board, with Audit Committee’s recommendation, at its meeting held on 28 April 2022 endorsed that the re-appointment of PricewaterhouseCoopers PLT as External Auditors of the Company for the financial year ending 31 January 2023 be presented to the shareholders for approval. EXPLANATORY NOTES ON SPECIAL BUSINESS: 6. ORDINARY RESOLUTION 19 – AUTHORITY TO ISSUE AND ALLOT SHARES OF THE COMPANY PURSUANT TO SECTIONS 75 AND 76 OF THE ACT The proposed Ordinary Resolution 19 is a renewal of the previous year’s general mandate for issuance of shares by the Company under Sections 75 and 76 of the Act. The aforesaid Ordinary Resolution, if passed, will empower the Directors of the Company, from the date of the 29th AGM, to issue and allot new ordinary shares of the Company of up to ten percent (10%) of the total number of issued shares (excluding treasury shares) of the Company for the time being for such purposes as the Directors of the Company consider would be in the best interest of the Company. This authority, unless earlier revoked or varied by the Company at a General Meeting, will expire at the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is earlier. The authority to issue shares pursuant to Sections 75 and 76 of the Act will provide flexibility and expediency to the Company for any possible fund raising activities involving the issuance or placement of shares to facilitate business expansion or strategic merger and acquisition opportunities involving equity deals or part equity or to fund future investment project(s) or for working capital requirements, which the Directors of the Company consider to be in the best interest of the Company. The approval is sought to avoid any delay and cost in convening a general meeting to approve such issuance of shares. As at the date of this notice, the Company did not implement its proposal for new allotment of shares under the general mandate pursuant to Sections 75 and 76 of the Companies Act 2016 which was approved by the shareholders at the 28th AGM held on 15 July 2021 and will lapse at the conclusion of the 29th AGM to be held on 14 July 2022. As at the date of this notice, there is no decision to issue new shares. Should there be a decision to issue new shares after the general mandate is sought, the Company will make an announcement of the actual purpose and utilisation of proceeds arising from such issuance of shares. 7. ORDINARY RESOLUTION 20 – PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY The proposed Ordinary Resolution 20, if passed will empower the Company to purchase its own ordinary shares up to ten percent (10%) of the total number of issued shares of the Company (excluding treasury shares) for the time being for such purposes as the Directors of the Company consider would be in the best interest of the Company. Please refer to the Statement to Shareholders in relation to the Proposed Renewal of Share Buy-Back Authority dated 31 May 2022 accompanying Annual Report 2022 of the Company for further information on the Proposed Renewal of Share Buy-Back Authority. STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING (Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad) No Director is standing for election at the forthcoming 29th AGM. NOTICE OF ANNUAL GENERAL MEETING
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