163 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 (vi) Special Resolution Waiver of Pre-emptive Rights pursuant to Section 85 of the Companies Act 2016 This Special Resolution is pertaining to the waiver of pre-emptive rights granted to the shareholders pursuant to Section 85 of the Companies Act 2016. By voting in favour of the Special Resolution, the shareholders of the Company would be waiving their statutory pre-emptive rights. This Special Resolution, if passed, would allow the Directors to issue new shares to any person under the mandate obtained to issue shares pursuant to Sections 75 and 76 of the Companies Act 2016, without having to offer the new shares to be issued equally to all existing shareholders of the Company prior to issuance. (vii) Ordinary Resolution 7 Authority to issue and allot shares pursuant to Sections 75 and 76 of the Companies Act 2016 This proposed resolution, if passed, will empower the Directors to issue and allot up to a maximum of 10% of the total number of issued shares of the Company for the time being for such purposes as the Directors consider would be in the best interest of the Company. This authority will, unless revoked or varied by the Company in a general meeting, expire at the conclusion of the next AGM or the expiration of the period within which the next AGM is required by law to be held, whichever is the earlier. This is a renewal of the mandate obtained from shareholders at the last AGM held on 26 May 2022. The mandate is to provide flexibility to the Company to issue new securities without the need to convene separate general meeting to obtain its shareholders’ approval so as to avoid incurring additional costs and time. The purpose of this general mandate, if passed, will enable the Directors to take swift action in case of a need to issue and allot new shares in the Company for fund raising exercise including but not limited to further placement of shares for purpose of funding current and/or future investment projects, working capital, repayment of bank borrowings, acquisitions or such other application as the Directors may deem fit in the best interest of the Company. As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the last AGM held on 26 May 2022 and the mandate will lapse at the conclusion of the 29th AGM. (viii) Ordinary Resolution 8 Proposed Renewal of Shareholders’ Mandate for Share Buy-Back The proposed Ordinary Resolution 8, if passed, will provide a mandate for the Company to purchase its own shares up to 10% of the total number of issued shares of the Company and shall lapse at the conclusion of the next AGM unless authority for the renewal is obtained from the shareholders of the Company at a general meeting. Please refer to the Statement to Shareholders in relation to the Proposed Renewal of Shareholders’ Mandate for Share Buy-Back attached in the Annual Report 2022 of the Company for further details. NOTICE OF TWENTY-NINTH ANNUAL GENERAL MEETING CONT’D
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