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 ) 158 4. Explanatory Notes on Special Business i. Ordinary Resolution 8 - Authority to Issue Shares pursuant to Sections 75 and 76 of the Companies Act 2016 The proposed Ordinary Resolution 8 is a renewal of the general mandate pursuant to Sections 75 and 76 of the Companies Act 2016 (“General Mandate”) obtained from the shareholders of the Company at the previous Annual General Meeting and, if passed, will empower the Directors of the Company to issue new shares in the Company from time to time provided that the aggregate number of shares issued pursuant to the General Mandate does not exceed 10% of the total number of issued shares (excluding treasury shares) of the Company for the time being. The General Mandate, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. As at the date of this Notice, 65,000,000 new ordinary shares in the Capital of the Company at an issue price of RM1.30 each were issued pursuant to the mandate granted to the Directors at the Twenty-fourth Annual General Meeting held on 30 May 2018, which will lapse at the conclusion of the Twenty-fifth Annual General Meeting. The proceeds of RM84,500,000 raised from the private placement exercise had been fully utilised as at 29 March 2019 for working capital purposes. The 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 current and/or future investment project(s), working capital, acquisition and/or for issuance of shares as settlement of purchase consideration. ii. Ordinary Resolution 9 – Proposed Renewal of Share Buy-Back Authority The proposed Ordinary Resolution 9, if passed, will provide a mandate for the Company to purchase its own shares of up to 10% of the total number of issued shares of the Company and shall lapse at the conclusion of the next Annual General Meeting unless authority for the approval is obtained from the shareholders of the Company at a general meeting. Please refer to the Statement to Shareholders in relation to the Proposed Renewal of Share Buy-Back Authority attached in the Annual Report 2018 of the Company for further details. iii. Special Resolution – Proposed Alteration This proposed Special Resolution, if passed, will enable the Company to alter its existing Memorandum and Articles of Association by replacing with a new Constitution which is drafted in accordance with the relevant provisions of the Companies Act 2016, relevant amendments of Chapter 7 and other Chapters of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and other provisions of laws and regulations that are applicable to the Company. For further information on the Proposed Alteration, please refer to Annexure A enclosed together with this Notice of General Meeting dated 30 April 2019. NOT I CE OF TWENT Y- F I F TH ANNUA L GENERA L ME E T I NG C O N T ’ D