MKH Annual Report 2019

254 A N N U A L R E P O R T 2 0 1 9 NOTICE OF FORTIETH ANNUAL GENERAL MEETING 5. Explanatory Statement Pertaining to Special Business Ordinary Resolution 7 The Proposed Ordinary Resolution 7 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 Act, 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 fundraising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/ or acquisition(s). 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 Thirty-Ninth (39th) AGM which will lapse at the conclusion of the 40th AGM to be held on 5 March 2020. Ordinary Resolution 8 The Proposed Ordinary Resolution 8, 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. As at 31 December 2019, a total of 7,513,600 existing shares of the Company were purchased and held as Treasury Shares. The detailed information on the Proposed Renewal of Share Buy-Back is set out in the Statement to Shareholders dated 21 January 2020 which is dispatched together with the Annual Report 2019. Ordinary Resolutions 9 and 10 The Nomination Committee has assessed the independence of the following Directors, who have served as an Independent Non-Executive Director of the Company for a cumulative term of more than 9 years and 12 years respectively and recommended them to continue to act as Independent Non-Executive Directors of the Company based on the following justifications:- Ordinary Resolution 9: En. Jeffrey bin Bosra (i) He fulfilled the criteria of independence contained in the Corporate Governance Guide issued by Bursa Securities and thus, he would be able to function as check and balance, provide a broader view and brings an element of objectivity to the Board.