(ii) Dato’ Kalsom binti Abd. Rahman Resolution 10 “THAT Dato’ Kalsom binti Abd. Rahman, who has served as an Independent NonExecutive Director for more than nine (9) years, be and is hereby re-appointed as an Independent Non-Executive Director of the Company, to hold office until the conclusion of the next Annual General Meeting.” 9. Proposed Share Buy-Back Renewal Resolution 11 “THAT subject to compliance with the Companies Act, 1965 (“Act”), MISC’s Articles of Association, and all prevailing laws, rules, regulations, orders, guidelines and requirements which may be applicable from time to time by Bursa Malaysia Securities Berhad (“Bursa Securities”) and/or any other relevant regulatory authority, approval and authority be and are hereby given to the Directors of the Company, to the extent permitted by law, to purchase such number of ordinary shares of RM1.00 each in MISC (“MISC Shares”) as may be determined by the Directors from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit, necessary and expedient in the best interest of the Company, provided that the maximum aggregate number of MISC Shares which may be purchased and/or held by the Company shall not exceed 10% of its prevailing ordinary issued and paid-up share capital at any time, and the maximum funds to be allocated by the Company for the purpose of purchasing its own shares shall not exceed the amount of the retained earnings and/or share premium accounts of the Company for the time being; THAT the Directors be and are hereby authorised to deal with the MISC Shares so purchased, at their discretion, in the following manner: (i) cancel the MISC Shares so purchased; or (ii) retain the MISC Shares so purchased as treasury shares which may be distributed as share dividends to MISC’s shareholders and/or be resold on the Main Market of Bursa Securities in accordance with the relevant rules of Bursa Securities and/or be cancelled subsequently; or (iii) combination of items (i) and (ii) above, or in any other manner as may be prescribed by the Act, all applicable laws, regulations and guidelines applied from time to time by Bursa Securities and/or any other relevant authority for the time being in force and that the authority to deal with the purchased MISC Shares shall continue to be valid until all the purchased MISC Shares have been dealt with by the Directors of the Company; THAT the authority conferred by this resolution shall be effective immediately upon the passing of this resolution and shall continue to be in force until the earlier of: (i) the conclusion of the Forty-Eighth Annual General Meeting of MISC (“48th AGM”); or (ii) the expiration of the period within which the 48th AGM is required by law to be held; or (iii) the authority is revoked or varied by ordinary resolution passed by the shareholders of MISC in a general meeting. 303 MISC BERHAD Annual Report 2015
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