ENRA Group Berhad | Annual Report 2022 184 EXPLANATORY NOTES ON SPECIAL BUSINESS: 5. Proposed grant of options to Tunku Afwida Binti Tunku Abdul Malek, an Independent Non-Executive Director of the Company Pursuant to Clause 5.1(b) of the By-Laws of the ESS, specific allocation of ESS Awards to a Director of the Company under the ESS must be approved by the shareholders. Subject to the passing of Ordinary Resolution 3, the proposed Ordinary Resolution 6, if passed, would empower the Directors of the Company to extend the ESS Awards to Tunku Afwida Binti Tunku Abdul Malek, who was appointed to the Board on 8 March 2022, in recognition of her contribution to the growth of the Group by allowing her equity participation in the Group. 6. Authority to allot shares The Company had, at the 29th Annual General Meeting held on 22 October 2021, obtained its shareholders’ approval for the general mandate for issuance of shares pursuant to Sections 75 and 76 of the Companies Act, 2016. At the date of this notice, the Company has not issued any shares pursuant to this mandate obtained. The proposed Ordinary Resolution 7 is a renewal of the general mandate for issuance of shares by the Company under Sections 75 and 76 of the Companies Act, 2016. The mandate, if passed, will empower the Directors of the Company to issue and allot shares in the Company up to an amount not exceeding in total twenty per centum (20%) until 31 December 2022 (or to be utilised until a date later than 31 December 2022 as empowered by Bursa Malaysia Securities Berhad, if any) and thereafter, the ten per centum (10%) of the total number of issued shares of the Company for the time being as stipulated under Paragraph 6.03(1) of Bursa Malaysia Securities Berhad Main Market Listing Requirements shall apply (collectively known as “General Mandate”) for such purposes as they consider would be in the interest of the Company, including for repayment of bank borrowings, general working capital and raising funds for investments and/or acquisitions. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company. The renewal of the General Mandate is to provide flexibility to the Company to issue new shares without the need to convene a separate general meeting to obtain shareholders’ approval so as to avoid incurring additional cost and time. 7. Proposed Share Buy-Back Authority The proposed Ordinary Resolution 8, if passed, would empower the Directors of the Company to purchase such number of ordinary shares in the Company from time to time on the market of Bursa Malaysia Securities Berhad upon such terms and conditions as the Directors may deem fit in the interest of the Company provided that the aggregate number of shares purchased pursuant to this Resolution does not exceed ten per centum (10%) of the total number of issued shares of the Company for the time being. This authority, unless revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting, will expire at the conclusion of the 31st AGM of the Company or the expiration of the period within which the 31st AGM is required by law to be held, whichever occurs first. Further information on the Proposed Share Buy-Back Authority is set out in the Circular to Shareholders dated 28 July 2022. 8. Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature The proposed Ordinary Resolution 9, if passed, will enable the Company and/or its subsidiary companies to enter into recurrent transactions involving the interests of the related parties, which are of a revenue or trading nature and necessary for the Group’s day-to-day operations, subject to the transactions being carried out in the ordinary course of business on terms not favourable than those generally available to the public and are not detrimental to the minority shareholders of the Company. Detailed information on the Proposed Renewal of Shareholders’ Mandate is set out in the Circular to Shareholders dated 28 July 2022. NOTICE OF ANNUAL GENERAL MEETING
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