165 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 3. Details of the Proposed Shares Buy-Back (Cont’d) 3.1 Details of the Proposed Shares Buy-Back (Cont’d) The Proposed Shares Buy-Back, once approved by the shareholders of the Company, shall be effective from the date of the passing of the ordinary resolution pertaining to the Proposed Shares Buy-Back at the forthcoming 29th Annual General Meeting and shall remain in force until:- (a) the conclusion of the next AGM of GHL following the forthcoming 29th Annual General Meeting at which the ordinary resolution for the Proposed Shares Buy-Back is passed, at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; (b) the expiration of the period within which the next AGM after that date is required by law to be held; or (c) the authority is revoked or varied by ordinary resolution passed by the shareholders of GHL in a general meeting, whichever occurs first. The actual number of GHL Shares to be purchased will depend on market conditions and sentiments of Bursa Securities as well as the retained profits and financial resources available to the Company at the time of the purchase(s). GHL will ensure that the purchase of its own Shares will not result in the Company’s public shareholding spread falling below the minimum public shareholding spread of twenty-five percent (25%) of its total Shares (excluding treasury shares). If the Board decides to cancel the purchased GHL Shares, the Company’s issued and paid-up share capital shall be diminished by the cancellation of the purchased GHL Shares. 4. Rationale for the Proposed Shares Buy-Back The Proposed Shares Buy-Back will enable GHL to utilise its surplus financial resources to buy-back GHL shares. The increase in Earnings Per Share, if any, arising from the Proposed Shares Buy-Back is expected to benefit the shareholders of the Company. The purchased GHL shares can be held as treasury shares and resold on Bursa Securities to realise potential gain without affecting the total issued and paid-up capital of the Company. The distribution of the treasury shares as share dividends may also serve to reward the shareholders of the Company. 5. Source of Fund The Proposed Shares Buy-Back, if implemented, will be funded through internally generated funds and/or bank borrowings, the proportion of which will depend on the quantum of the purchase consideration and availability of internal funds of GHL. In the event bank borrowings are required for the purchase of GHL Shares, the Board will ensure that the Company has the capability to repay the bank borrowings and the repayment will not have any material impact on the Company’s cash flow. STATEMENT TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN ORDINARY SHARES CONT’D
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