175 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2021 (v) Ordinary Resolution 8 Payment of additional Directors’ benefits of up to an aggregate amount of RM91,110.00 for the period from 26 May 2021 to 26 May 2022 At the Twenty-Seventh AGM of the Company held on 25 May 2021, the shareholders had approved an aggregate amount of up to RM58,500.00 as total Directors’ benefits payable to the Directors of the Company for the period from 26 May 2021 until the next AGM of the Company. The proposed resolution on the payment of additional Director’s benefit amounting to RM91,110.00 for the said period is due to the appointment of additional Independent Non-Executive Directors of the Company, Ms Tan Lye Sim and Ms Kung Lee See, on 1 October 2021, as well as additional meetings have been and to be conducted during the period. (vi) Ordinary Resolution 9 Payment of Directors’ benefits of up to an aggregate amount of RM166,860.00 for the period from 27 May 2022 until the next AGM of the Company Directors’ benefits include meeting allowance payable to Directors and in determining the estimated amount, the Board has considered various factors including the current board size and number of scheduled meetings for the Board and Board Committee for the period from the date of the forthcoming AGM until the next AGM as well as the number of Independent Directors involved in the meeting. In the event the proposed amount is insufficient (due to more meetings/ enlarged board size), approval will be sought at the next AGM for the shortfall. (vii) Ordinary Resolution 10 Re-appointment of Auditors The Board had, through the Audit and Risk Committee, considered the re-appointment of BDO PLT as the Auditors of the Company. The factors considered by the Audit and Risk Committee in making the recommendation to the Board to table their re-appointment at the 28th AGM are disclosed in the Audit and Risk Committee Report of the Annual Report 2021. (viii) Ordinary Resolution 11 Proposed gratuity payment to Datuk Kamaruddin Bin Taib Datuk Kamaruddin Bin Taib was appointed to the Board as an Independent Non-Executive Director on 26 April 2012, and redesignated as the Independent Non-Executive Chairman on 1 September 2012. Datuk Kamaruddin Bin Taib had on 21 April 2022 notified the Board of his resignation which shall take effect on 27 May 2022. In recognition of Datuk Kamaruddin Bin Taib’s commitment, dedication and contribution to the Company service as the Chairman of the Board for more than 9 years and as a gesture of appreciation, the Board recommended for the proposed gratuity payment of RM100,000.00 to him be approved. The proposed gratuity payment will be a one-off payment from the Company which, if approved by shareholders, shall be paid in 2022. (ix) Ordinary Resolution 12 Authority to issue and allot shares pursuant to Sections 75 and 76 of the Companies Act 2016 This proposed resolution, if passed, will empower the Directors to issue and allot up to a maximum of 10% of the total number of issued shares of the Company for the time being for such purposes as the Directors consider would be in the best interest of the Company. This authority will, unless revoked or varied by the Company in a general meeting, expire at the conclusion of the next AGM or the expiration of the period within which the next AGM is required by law to be held, whichever is the earlier. This is a renewal of the mandate obtained from shareholders at the last AGM held on 25 May 2021. The mandate is to provide flexibility to the Company to issue new securities without the need to convene separate general meeting to obtain its shareholders’ approval so as to avoid incurring additional costs and time. The purpose of this general mandate, if passed, will enable the Directors to take swift action in case of a need to issue and allot new shares in the Company for fund raising exercise including but not limited to further placement of shares for purpose of funding current and/or future investment projects, working capital, repayment of bank borrowings, acquisitions or such other application as the Directors may deem fit in the best interest of the Company. As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the last AGM held on 25 May 2021 and the mandate will lapse at the conclusion of the 28th AGM. (x) Ordinary Resolution 13 Proposed Share Buy-Back The proposed Ordinary Resolution 13, if passed, will provide a mandate for the Company to purchase its own shares up to 10% of the total number of issued shares of the Company and shall lapse at the conclusion of the next AGM 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 Share Buy-Back attached in the Annual Report 2021 of the Company for further details. NOTICE OF TWENTY-EIGHTH ANNUAL GENERAL MEETING CONT’D
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