SCC Holdings Berhad Annual Report 2018

SCC Holdings Berhad | Annual Report 2018 .93 NOTICE IS HEREBY GIVEN THAT the Nineteenth Annual General Meeting (“19th 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 Tuesday, 28 May 2019 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 2018 and the Directors and Auditors Reports thereon. (See Explanatory Note 9) 2. To approve the payment of Directors’ fees of RM72,000 for the financial year ended 31 December 2018. (Ordinary Resolution 1) 3. To re-elect the following Directors who retire pursuant to Article 90 of the Company’s Constitution:- (i) Mr Chee Long Sing @ Cher Hwee Seng (Ordinary Resolution 2) (ii) Dato’ Dr. Choong Tuck Yew (Ordinary Resolution 3) (iii) Mr Chu Soo Meng (Ordinary Resolution 4) 4. To re-appoint Messrs UHY as Auditors of the Company for the financial year ending 31 December 2019 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 resolution: 5. Ordinary Resolution Proposed Retention of Independent Directors To approve the following Directors, each of whom will have served as an Independent Non-Executive Director cumulative term of more than 9 years, to continue to act as Independent Non-Executive Director from 3 April 2020 to 2 April 2021:- (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) (See Explanatory Note 10) 6. Ordinary Resolution Authority to Issue Shares Pursuant to Sections 75 and 76 of the Companies Act, 2016 (Ordinary Resolution 9) (See Explanatory Note 11) “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.” NOTICE OF ANNUAL GENERAL MEETING