GHL System Berhad Annual Report 2017

ANNUAL REPORT 2017 139 STATEMENT TO SHAREHOLDERS In relation to the Proposed Renewal of Authority for the Company to Purchase its own Ordinary Shares PROPOSED SHARES BUY-BACK PURSUANT TO PARAGRAPH 12.06(2) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD 1. Disclaimer Statement This Statement is important and If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Share Buy- Back Statement (“Statement”), makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of the document. 2. Introduction 2.1 Renewal of Authority for GHL to Purchase its Own Shares (Proposed Shares Buy-Back) At the last Annual General Meeting of the Company held on 26 May 2017, the Company had obtained the shareholders’ approval to purchase its own shares as may be determined by the Board of Directors of the Company from time to time through Bursa Securities, upon such terms and conditions as the Board of Directors may deem fit and expedient in the interest of the Company, provided that the aggregate number of ordinary shares purchased and/or held does not exceed 10% of the total issued and paid-up share capital of the Company at any point in time and an amount not exceeding the total retained profits. Based on the Audited Financial Statements of the Company for the financial year ended 31 December 2017, the Company’s accumulated losses were RM131,178,861. The authority obtained by the Board of Directors for purchasing the Company’s own shares in accordance with the Main Market Listing Requirements of Bursa Securities governing shares buy-back by listed companies, will lapse at the conclusion of the forthcoming 24th Annual General Meeting to be held on 30 May 2018, unless renewed by an ordinary resolution. On 27 March 2018, the Company announced its intention to seek shareholders’ approval at the forthcoming 24th Annual General Meeting, for the proposed renewal of the authority for the Company to purchase its own shares. 2.2 Purpose of Statement The purpose of this Statement is to provide relevant information on the Proposed Shares Buy-Back and to seek your approval for the ordinary resolution to renew the authority for the Company to purchase its own shares, to be tabled at the forthcoming 24th Annual General Meeting. The notice of Annual General Meeting together with the Proxy Form is set out in this Annual Report. 3. Details of the Proposed Shares Buy-Back 3.1 Details of the Proposed Share Buy-Back The Board proposes to seek the approval from the shareholders of GHL for the Company to purchase up to ten percent (10%) of its prevailing issued and paid-up ordinary share capital at any time through its appointed stockbroker. The Proposed Share Buy-Back, once approved by the shareholders of the Company, shall be effective from the date of the passing of the ordinary resolution pertaining to the Proposed Share Buy-Back at the forthcoming 24th Annual General Meeting and shall remain in force until:- (a) the conclusion of the next Annual General Meeting of GHL following the forthcoming 24th Annual General Meeting at which the ordinary resolution for the Proposed Share Buy-Back is passed, at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; (b) the expiration of the period within which the next Annual General Meeting after that date is required by law to be held; or (c) the authority is revoked or varied by ordinary resolution passed by the shareholders of GHL in a general meeting, whichever occurs first.