PRG Holdings Berhad Annual Report 2017

• Annual Report 2017 165 N o t i c e o f S e v e n t e e n t h A n n u a l G e n e r a l M e e t i n g ( C O N T ’ D ) 9. PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK “THAT subject always to the Act, provisions of the Company’s Constitution, the Main Market Listing Requirements of Bursa Securities and any other relevant authorities, the Company be and is hereby authorised to purchase such number of ordinary shares in the Company as may be determined by the Directors from time to time through Bursa Securities, subject to the following: a) The aggregate number of shares which may be purchased by the Company shall not exceed 10% of the total number of issued shares of the Company at any point in time; b) The maximum funds to be allocated by the Company for the purpose of purchasing its own shares shall not exceed the retained earnings of the Company. The audited retained earnings of the Company as at 31 December 2017 stood at RM60.13 million; c) The authority conferred by this resolution will be effective upon the passing of this resolution and will continue to be in force until: i) the conclusion of the next AGM of the Company following the general meeting at which such resolution was passed, at which time the said authority will lapse, unless by an ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or ii) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or iii) revoked or varied by a resolution passed by the shareholders of the Company in a general meeting; whichever is earlier; d) Upon completion of the purchase by the Company of its own shares, the Directors of the Company be and are hereby authorised to deal with the shares purchased in their absolute discretion in the following manners: i) to cancel the shares so purchased; ii) to retain the shares so purchased as treasury shares (of which may be dealt with in accordance with Section 127(7) of the Act); iii) retain part of the shares so purchased as treasury shares and cancel the remainder; or iv) in any other manner as may be permitted and prescribed by the Act, the Main Market Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force. AND THAT authority be and is hereby given to the Directors of the Company to take all such steps and to do all acts and things as may be required (including executing all documents) to implement, finalise and give full effect to the purchase of the Company’s own shares, with full power to assent to any conditions, modifications, variations and/or amendments as may be required by the relevant authorities or as may be deemed necessary or expedient by the Board of Directors and in the best interests of the Company.” 10. To transact any other business of which due notice shall have been given in accordance with the Companies Act 2016 and the Company’s Constitution. BY ORDER OF THE BOARD YEOH CHONG KEAT (MIA 2736) LIM FEI CHIA (MAICSA 7036158) Secretaries Kuala Lumpur 12 April 2018 Resolution 11