MKH Annual Report 2017

6. Ordinary Resolutions 4 to 8 – To re-appoint Tan Sri Dato’ Chen Kooi Chiew @ Cheng Ngi Chong, Datuk Mohammad Bin Maidon, Encik Mohammed Chudi Bin Haji Ghazali, Haji Mohamed Bin Ismail and Haji Hasan Aziz Bin Mohd Johan. Tan Sri Dato’ Chen Kooi Chiew @ Cheng Ngi Chong, Datuk Mohammad Bin Maidon, Encik Mohammed Chudi Bin Haji Ghazali, Haji Mohamed Bin Ismail and Haji Hasan Aziz Bin Mohd Johan were re-appointed as Directors of the Company at the Thirty-Seventh Annual General Meeting (“37th AGM”) of the Company held on 23 February 2017 pursuant to Section 129(6) of the repealed Companies Act, 1965, to hold office until the conclusion of the 38th AGM. The Companies Act, 2016 which came into force on 31 January 2017, abolished the 70-years age limit for directors and the corresponding requirement for the continuing in office of directors of or over the age of 70 to be subjected to members’ approval at each AGM. As such, Ordinary Resolutions 4 to 8 if passed, will enable Tan Sri Dato’ Chen Kooi Chiew @ Cheng Ngi Chong, Datuk Mohammad Bin Maidon, Encik Mohammed Chudi Bin Haji Ghazali, Haji Mohamed Bin Ismail and Haji Hasan Aziz Bin Mohd Johan respectively to continue in office until such time that they are subject to retirement by rotations in accordance with the requirements of the Company’s Constitution. 7. Explanatory Statement Pertaining to Special Business Ordinary Resolution 10 The Proposed Ordinary Resolution 10 is for the purpose of granting a renewed mandate (“General Mandate”) and empowering the Directors of the Company, pursuant to Sections 75 and 76 of the Companies Act 2016 to issue and allot new shares in the Company from time to time at such price provided that the aggregate number of shares issued pursuant to the general mandate does not exceed 10% of the total number of issued shares of the Company for the time being. The General Mandate, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next AGM of the Company. The General Mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions. 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 37th AGM which will lapse at the conclusion of the 38th AGM to be held on 8 March 2018. Ordinary Resolution 11 The Proposed Ordinary Resolution 11, if passed, will give authority to the Directors of the Company to exercise the power of the Company to purchase up to 10% of the existing number of shares of the Company for the time being. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM is required by law to be held, whichever is the earlier. The detailed information on the Proposed Renewal of Share Buy-Back is set out in the Statement to Shareholders dated 29 January 2018 which is dispatched together with the Annual Report 2017. 221 MKH Berhad • Annual Report 2017 Notice Of Thirty-Eighth Annual General Meeting