178 FINANCIAL STATEMENTS & OTHERS ENRA GROUP BERHAD ANNUAL REPORT 2023 Notice Of Annual General Meeting (Cont’d) (Ordinary Resolution 6) (Ordinary Resolution 7) 7. Proposed Renewal of Share Buy-Back Authority “THAT subject to the Companies Act, 2016 (“the Act”), Bursa Malaysia Securities Berhad (“Bursa Securities”), Main Market Listing Requirements (“MMLR”), the Constitution of the Company and the approvals of all relevant governmental and/or regulatory authorities (if any), the Company be and is hereby authorised to purchase such amount of ordinary shares in the Company (“Proposed Share Buy-Back”) as may be determined by the Board of Directors (“Board”) from time to time through Bursa Securities upon such terms and conditions as the Board may deem fit and expedient in the best interest of the Company provided that the aggregate number of shares purchased pursuant to this resolution shall not exceed ten per centum (10%) of the total number of issued shares of the Company; THAT the maximum funds to be allocated by the Company for the purpose of the Proposed Share Buy-Back shall not exceed the aggregate retained profits of the Company based on its latest audited financial statements and/or the latest management accounts of the Company (where applicable) available at the time of the purchase(s); THAT at the discretion of the Board, the shares of the Company to be purchased are proposed to be cancelled and/or retained as treasury shares and/or distributed as dividends and/or resold on Bursa Securities and/or transferred the shares for the purposes of or under an employees’ share scheme in the manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act and Bursa Securities MMLR and any other relevant authorities for the time being in force; THAT the authority conferred by this resolution shall commence immediately upon the passing of this ordinary resolution and continue to be in force until:- (i) the conclusion of the next Annual General Meeting of the Company following this general meeting at which such resolution was passed at which time it will lapse unless by ordinary resolution passed at that Meeting, the authority is renewed, either unconditionally or subject to conditions; (ii) the expiration of the period within which the next Annual General Meeting of the Company after that date is required by law to be held; or (iii) the authority is revoked or varied by ordinary resolution passed by the shareholders of the Company in general meeting, whichever occurs first. AND THAT the Board be and is hereby authorised to take such steps to give full effect to the Proposed Share Buy-Back with full power to assent to any condition, modification, variation and/or amendment as may be imposed by the relevant authorities and/or to do all such acts and things as the Board may deem fit and expedient in the best interest of the Company.” 8. Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature “THAT approval be and is hereby given to the Company and its subsidiaries to enter into recurrent related party transactions from time to time, which are necessary for the day-to-day operations as set out in Section 2.3 of Part B of the Circular to Shareholders dated 27 July 2023 which are of a revenue or trading nature and carried out in the ordinary course of business and are on terms not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company, subject to the compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, Companies Act, 2016 (“the Act”), the Company’s Constitution and all other applicable laws, guidelines, rules and regulations.
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