Serba Dinamik Annual Report 2018

298 ANNUAL REPORT 2018 SERBA DINAMIK HOLDINGS BERHAD NOTICE OF THE THIRD ANNUAL GENERAL MEETING NOTICE OF THE THIRD ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVENTHAT the Third Annual General Meeting of the Company will be held at IDCC Shah Alam, Convention Hall, Level 7, Jalan Pahat L15/L, Seksyen 15, 40200 Shah Alam, Selangor Darul Ehsan on Thursday, 20 June 2019 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 2018 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 Constitution of the Company and who being eligible offer themselves for re-election: (i) Dato’ Dr Ir Mohd Abdul Karim bin Abdullah Resolution 1 (ii) Dato’ Awang Daud bin Awang Putera Resolution 2 3. To re-elect Puan Rozilawati Binti Haji Basir who is retiring pursuant to Article 117 of the Constitution of the Company and who being eligible offers herself for re-election. Resolution 3 4. To approve the payment of Directors’ fees in respect of the financial period 31 December 2019 and benefits until the conclusion of the next Annual General Meeting of the Company of up to an total amount not exceeding RM2,000,000. Resolution 4 5. To re-appoint KPMG PLT as auditors of the Company and to authorise the Directors to fix their remuneration. Resolution 5 As Special Business: To consider and if thought fit, to pass the following as Ordinary Resolution: 6. Proposed Renewal of Shareholders’ Mandate and Proposed New Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature Resolution 6 “ 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 30 April 2019 (“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;