Serba Dinamik Annual Report 2017

2. Agenda Item No. 1 This item of the Agenda is meant for discussion only. The provisions of Section 340(1)(a) of the Companies Act 2016 require that the audited financial statements and the Reports of the Directors and Auditors thereon be laid before the Company at its Annual General Meeting. As such this Agenda item is not a business which requires a resolution to be put to vote by shareholders. EXPLANATORY NOTES ON SPECIAL BUSINESS:- 3. Recurrent Related Party Transactions of a Revenue or Trading Nature The proposed Resolution 5 is to seek of Shareholders’ Mandate to allow the Company and/or its subsidiaries to enter into Recurrent Related Party Transactions of a Revenue or Trading Nature and to enable the Company to comply with Paragraph 10.09, Part E of the Listing Requirement for the Main Market of Bursa Malaysia Securities Berhad. The mandate will take effect from the date of the passing of the Ordinary Resolution until the next Annual General Meeting of the Company. For further information, please refer to Part A of the Circular to Shareholders dated 13 April 2018 accompanying the Company’s Annual Report for the financial year ended 31 December 2017. 4. Proposed Authority for Share Buy-Back by the Company The proposed Resolution 6, if passed, will empower the Directors of the Company to purchase up to 10% of the total number of issued shares of the Company by utilising the funds allocated which shall not exceed the retained profits of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. For further information, please refer to the Share Buy-Back Statement dated 13 April 2018 accompanying the Company’s Annual Report for the financial year ended 31 December 2017. 5. Authority to Allot & Issue Shares The proposed Resolution 7, if passed, will provide flexibility to the Directors to undertake fund raising activities, including but not limited to placement of shares for the funding of the Company’s future investment projects, working capital and / or acquisitions, by the issuance of shares in the Company to such persons at any time, as the Directors may deem fit, without having to convene a general meeting. This authority, unless revoked or varied by the Company in a general meeting will expire at the conclusion of the next Annual General Meeting of the Company. At this juncture, there is no decision to issue new shares. If there should be a decision to issue new shares after the general mandate is sought, the Company will make an announcement in respect thereof.