Serba Dinamik Annual Report 2017

NOTICE OF THE SECOND ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the Second Annual General Meeting of the Company will be held at Entrance 9C, IDCC Shah Alam, Level 7, Jalan Pahat L 15/L, Seksyen 15 Shah Alam, 40200 Shah Alam, Selangor Darul Ehsan on Monday, 14 May 2018 at 9.00 a.m., to consider the following matters: AGENDA As Ordinary Business: 1. To receive the Audited Financial Statements for the financial year ended 31 December 2017 together with the Reports of the Directors and Auditors thereon. (Please refer to Explanatory Note. 2 below) 2. To re-elect the following Directors who are retiring by rotation pursuant to Article 111 of the Articles of Association of the Company, comprising part of the Constitution of the Company and who eligible offer themselves for re-election: (i) Dato’ Mohamed Nor Bin Abu Bakar Resolution 1 (ii) Sharifah Irina Binti Syed Ahmad Radzi Resolution 2 3. To approve the payment of Directors’ fees and benefits up to an amount not exceeding RM1,500,000 in respect of the financial period from 1 January 2018 until the conclusion of the next Annual General Meeting of the Company. Resolution 3 4. To re-appoint KPMG PLT as auditors of the Company and to authorise the Directors to fix their remuneration. Resolution 4 As Special Business: To consider and if thought fit, to pass the following as Ordinary Resolution: 5. Proposed Renewal of Shareholders’ Mandate and Proposed New Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature Resolution 5 “ THAT , approval be and is hereby given for the Proposed Renewal of Shareholders’ Mandate and Proposed New Shareholders’ Mandate for the Company and/or its subsidiaries to enter into the categories of recurrent related party transactions of a revenue or trading nature falling within the nature of transactions set out in Section 2.2 under Part A of the Circular to Shareholders dated 13 April 2018 (“the Circular”), with the related parties falling within the classes of persons set out in Section 2.2 under Part A of the Circular, such transactions are necessary for the Company and/or its subsidiaries’ day-to-day operations and which are carried out in the ordinary course of business, on terms which are not more favourable to the related parties than those generally available to the public and are not detriment of the minority shareholders. THAT the authority conferred by such mandate shall commence upon the passing of this resolution and continue to be in force until: (i) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time it will lapse, unless by a resolution passed at the next AGM, the authority is renewed; (ii) the expiration of the period within which the next AGM is required to be held pursuant to Section 340(2) of the Companies Act 2016 (“Act”) (but must not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or (iii) revoked or varied by resolution passed by the shareholders in a general meeting;