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Datasonic Group Berhad
(Company No. 809759-X)
157
NOTICE OF eighth ANNUAL GENERAL MEETING
(Continued)
NOTES: (Cont’d)
5.
The instrument appointing a proxy or proxies and the power of attorney or other authority, if any,
under which it is signed or a notarially certified copy of that power or authority, must be deposited
at the Company’s Share Registrar’s office, Symphony Share Registrars Sdn Bhd (378993-D) at Level
6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul
Ehsan not less than 48 hours before the time set for holding themeeting or at any adjournment thereof.
6.
In respect of deposited securities, only members whose names appear on the Record of Depositors
on 20 July 2016 (General Meeting Record of Depositors) shall be eligible to attend the meeting or
appoint proxy(ies) to attend and/or vote on his/her behalf.
7.
In line with Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad and in accordance with the Articles of Association of the Company, all the resolutions set
out in the notice of the Eighth Annual General Meeting of the Company are subjected to voting by
poll. The Company will appoint at least one (1) scrutineer to validate the votes cast at the Eighth
Annual General Meeting of the Company.
EXPLANATORY NOTES:
A) To receive the Audited Financial Statements
This Agenda is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965
does not require a formal approval of shareholders for the Audited Financial Statements. Hence, this
item on the Agenda is not put forward for voting.
B) Annual Assessment of the Independence of the Independent Directors
The Board through the Nomination Committee has undertaken an annual assessment of the
independence of all its Independent Directors, including Jeneral Tan Sri (Dr) Mohamed Hashim bin
Mohd Ali (Rtd), Datuk Dr. Aziz Jamaludin bin Hj. Mhd Tahir and Mr. Yee Kim Shing @ Yew Kim Sing who
are seeking for re-appointment or re-election at the Eighth Annual General Meeting of the Company.
C) Special Business
Ordinary Resolution 9 - Authority to Allot and Issue Shares pursuant to Section 132D of the Companies
Act, 1965
The existing general mandate for the authority to allot and issue shares pursuant to Section 132D of
the Companies Act, 1965 was approved by the shareholders of the Company at the Seventh Annual
General Meeting held on 29 July 2015. As at the date of this Notice, the Company did not issue any
new shares pursuant to this mandate obtained.
The proposed Ordinary Resolution 9, if passed, will empower the Directors from the conclusion of
this Annual General Meeting, to allot and issue shares in the Company up to a maximum of 10% of
the issued share capital of the Company at the time of issue (other than bonus or rights issue) for
such purposes as they consider would be in the best interest of the Company. This would eliminate
any delay arising from and cost involved in convening a general meeting to obtain approval of the
shareholders for such issuance of shares. This authority, unless revoked or varied at a general meeting,
will expire at the next Annual General Meeting of the Company.
The renewal of this general mandate will provide flexibility to the Company for any possible fund
raising activities, including but not limited to further placing of shares for purpose of funding investment
project(s), working capital and/or acquisition. At this juncture, there is no decision to issue new shares.
If there should be a decision to issue new shares after the general mandate is sought, the Company
will make an announcement in respect thereof.