SCC Holdings Berhad Annual Report 2017

86 SCC Holdings Berhad (511477-A) | Annual Report 2017 NOTICE IS HEREBY GIVEN THAT the Eighteenth Annual General Meeting (“18th AGM”) of SCC HOLDINGS BERHAD will be held at Function Room 4, Level 2, Hotel Sri Petaling, No. 3, Jalan Radin Anum, Bandar Sri Petaling, 57000 Kuala Lumpur, Wilayah Persekutuan (KL) on Monday, 28 May 2018 at 2.30 p.m. for the following purposes:- AS ORDINARY BUSINESS 1. To receive the Audited Financial Statements of the Company for the financial year ended 31 December 2017 and the Directors and Auditors Reports thereon. (Please refer to Explanatory Note 9) 2. To approve the payment of Directors’ fees of RM72,000 for the financial year ended 31 December 2017. (Ordinary Resolution 1) 3. To re-elect the following Directors who retire pursuant to Article 90 of the Company’s Articles of Association:- (i) Dato’ Ismail bin Hamzah (Ordinary Resolution 2) (ii) Datuk Wira Dr. Goy Hong Boon (Ordinary Resolution 3) (iii) Mr Cher Lip Chun (Ordinary Resolution 4) 4. To re-appoint Messrs UHY as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration. (Ordinary Resolution 5) AS SPECIAL BUSINESS To consider and if thought fit, to pass the following resolutions: 5. Proposed Retention of Independent Directors To approve the following Directors, each of whom will have served as an Independent Non-Executive Director cumulative termof more than 9 years, to continue to act as Independent Non-Executive Director from 2 April 2019 to 2 April 2020:- (i) Dato’ Ismail bin Hamzah (Ordinary Resolution 6) (ii) Dato’ Dr. Choong Tuck Yew (Ordinary Resolution 7) (iii) Datuk Wira Dr. Goy Hong Boon (Ordinary Resolution 8) 6. Authority to Issue Shares Pursuant to Sections 75 and 76 of the Companies Act, 2016 “ THAT subject to Sections 75 and 76 of the Companies Act, 2016 and approvals of the relevant government/regulatory authorities, the Directors be and are hereby empowered to issue and allot shares in the Company, at any time to such persons and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares issued pursuant to this Resolution does not exceed ten per centum (10%) of the total issued and paid up share capital of the Company for the time being and the Directors be and also empowered to obtain approval for the listing and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad; and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.” (Ordinary Resolution 9) 7. To transact any other business for which due notice shall have been given in accordance with the Company’s Articles of Association and the Companies Act, 2016. NOTICE OF ANNUAL GENERAL MEETING