E X C E L F O R C E M S C B E R H A D • A N N U A L R E P O R T 2 0 1 4
4
8.
Explanatory note on Special Business
8.1 The proposed Ordinary Resolution 5 is primarily to give flexibility to the Board of Directors to allot
and issue shares at any time in their absolute discretion and for such purposes as they consider
would be in the interest of the Company without convening a general meeting. This authority,
unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of
the Company.
The Company continues to consider opportunities to broaden its earnings potential. If any of the
expansion/diversification proposals involves the issue of new shares, the Directors, under certain
circumstance when the opportunity arises, would have to convene a general meeting to approve
the issue of new shares even though the number involved may be less than 10% of the issue capital.
In order to avoid any delay and costs involved in convening a general meeting to approve such
issue of shares, it is thus considered appropriate that the Directors be empowered to issue shares
in the Company, up to any amount not exceeding in total 10% of the issued share capital of the
Company for the time being, for such purposes. The renewed authority for allotment of shares
will provide flexibility to the Company for the allotment of shares for the purpose of funding future
investment, working capital and/or acquisitions.
No shares have been issued and allotted by the Company since obtaining the said authority from
its shareholders at the last Annual General Meeting held on 30 June 2014.
8.2 The proposed Ordinary Resolution 6 and 7 if passed, will allow the Directors namely Mr. Ng Kim Huat
and Mr Aaron Sim Kwee Lein who have served the Company for a cumulative period of more than
9 years, to continue to act as Independent Non-Executive Directors of the Company for:-
i)
They fulfilled the criteria under the definition of an Independent Director as stated in the Main
Market Listing Requirement of Bursa Malaysia Securities Berhad, and thus, they are able to
function as check and balance, provide a broader view and brings an element of objectivity
to the Board.
ii) They understand the business nature and office culture.
iii) They provide the Board valuable advice and insight.
iv) They actively participate in Board deliberations and decision making in an objective manner.
v) They uphold independent decision and challenge the management objectively.
NOTICE OF ANNUAL GENERAL MEETING
(cont’d)
