158 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 NOTICE IS HEREBY GIVEN that the 29th Annual General Meeting (“AGM”) of the Company will be conducted entirely through live streaming from the broadcast venue at Level 3A, C-G-15, Block C, Jalan Dataran SD 1, Dataran SD PJU 9, Bandar Sri Damansara, 52200 Kuala Lumpur on Wednesday, 31 May 2023 at 3.00 p.m. to transact the following businesses:- As Ordinary Business 1. To receive the Audited Financial Statements for the financial year ended 31 December 2022 together with the Reports of the Directors and Auditors thereon. [Please refer to the Explanatory Notes to the Agenda] 2. To re-elect the following Directors who are retiring pursuant to Clause 76(3) of the Constitution of the Company:- (i) Dato’ Chan Choy Lin (ii) Richard Henry Phillips (Ordinary Resolution 1) (Ordinary Resolution 2) 3. To re-elect Mohamed Rashdi Bin Mohamed Ghazalli who is retiring pursuant to Clause 78 of the Constitution of the Company. (Ordinary Resolution 3) 4. To approve the payment of Directors’ fees of RM415,200.00 for the period from 31 May 2023 until the next AGM of the Company. (Ordinary Resolution 4) 5. To approve the payment of Directors’ benefits of up to an aggregate amount of RM182,970.00 for the period from 31 May 2023 until the next AGM of the Company. (Ordinary Resolution 5) 6. To re-appoint BDO PLT as Auditors of the Company and to authorise the Directors to fix their remuneration. (Ordinary Resolution 6) As Special Business To consider and if thought fit, to pass, with or without modifications, the following resolutions:- 7. WAIVER OF PRE-EMPTIVE RIGHTS PURSUANT TO SECTION 85 OF THE COMPANIES ACT 2016 “THAT the shareholders of the Company do hereby declare that they understand their statutory pre-emptive rights under Section 85 of the Companies Act 2016 and agree to unequivocally and irrevocably waive their statutory pre-emptive rights to be offered new shares ranking equally to the existing issued shares of the Company under Section 85 of the Companies Act 2016, read together with Clause 12(3) of the Constitution of the Company. THAT the Directors be and are hereby authorised to issue any new shares (including rights or options over subscription of such shares) and with such preferred, deferred, or other special rights or such restrictions, whether with regard to dividend, voting, return of capital, or otherwise, for such consideration and to any person as the Directors may determine subject to the passing of Ordinary Resolution 7 – Authority to Issue and Allot Shares pursuant to Sections 75 and 76 of the Companies Act 2016.” (Special Resolution) NOTICE OF TWENTY-NINTH ANNUAL GENERAL MEETING
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