GHL System Berhad Annual Report 2018

G H L S y s t e m S B e r h a d ( 2 9 3 0 4 0 - D ) 154 NOTICE IS HEREBY GIVEN that the Twenty-Fifth Annual General Meeting of GHL Systems Berhad (“GHL” or “the Company”) will be held at Function Room 1 and 2, 1st Floor, TPC Kuala Lumpur, 10, Jalan 1/70D, Off Jalan Bukit Kiara, 60000 Kuala Lumpur on Thursday, 30 May 2019 at 10.00 a.m. for the following purposes:- AGENDA A. Ordinary Business 1. To receive the Audited Financial Statements for the financial year ended 31 December 2018 together with the Reports of the Directors and Auditors thereon. [Please see Note 2] 2. To re-elect Mr Loh Wee Hian who is retiring in accordance with Article 127 of the Constitution of the Company. (Ordinary Resolution 1) 3. To re-elect the following Directors in accordance with Article 132 of the Constitution of the Company:- i. Dato’ Chan Choy Lin ii. Mr Matteo Stefanel (Ordinary Resolution 2) (Ordinary Resolution 3) 4. To approve the payment of Directors’ fees of RM240,000.00 for the financial year ending 31 December 2019. (Ordinary Resolution 4) 5. To approve the payment of Special Directors’ fees of RM40,000.00 to Independent Directors for the financial year ending 31 December 2019. (Ordinary Resolution 5) [Please see Note 3] 6. To approve the payment of Directors’ benefits of up to RM55,620.00 for the period from 30 May 2019 until the Twenty-sixth Annual General Meeting of the Company. (Ordinary Resolution 6) 7. To re-appoint Messrs BDO PLT as Auditors of the Company and to authorise the Directors to fix their remuneration for the ensuing year. (Ordinary Resolution 7) B. Special Business To consider and if thought fit, to pass, with or without modifications, the following Ordinary Resolutions:- 8. AUTHORITY TO ISSUE SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016 “THAT, pursuant to Sections 75 and 76 of the Companies Act 2016 (“the Act”) and the Constitution of the Company and subject to the approvals from Bursa Malaysia Securities Berhad and other relevant government/regulatory authorities, where such approval is necessary, the Directors of the Company be and are hereby empowered pursuant to Sections 75 and 76 of the Act to issue shares in the Company at any time until the conclusion of the next Annual General Meeting and upon such terms and conditions and for such purposes as the Board of Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued during the preceding 12 months does not exceed 10% of the total number of the issued shares (excluding treasury shares) of the Company for the time being AND THAT the Board of Directors be and are also empowered to obtain approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad.” (Ordinary Resolution 8) [Please see Note 4(i)] NOT I CE OF TWENT Y- F I F TH ANNUA L GENERA L ME E T I NG