Serba Dinamik Annual Report 2021

Integrated Report 2021 259 NOTICE OF THE FIFTH ANNUAL GENERAL MEETING c. revoked or varied by ordinary resolution passed by the shareholders of the Company at a general meeting, whichever occurs first, but shall not prejudice the completion of purchase(s) by the Company of its own Shares before the aforesaid expiry date and, in any event, in accordancewith the ListingRequirements and any applicable laws, rules, regulations, orders, guidelines and requirements issued by any relevant authorities. AND THAT the Directors of the Company be and are hereby authorised, at their discretion, to deal with the Purchased Shares until all the Purchased Shares have been dealt with by the Directors in the following manner as may be permitted by the Act, Listing Requirements, applicable laws, rules, regulations, guidelines, requirements and/or orders of any relevant authorities for the time being in force: i. To cancel all or part of the Purchased Shares; ii. To retain all or part of the Purchased Shares as treasury shares as defined in Section 127 of the Act; iii. To distribute all or part of the treasury shares as dividends to the shareholders of the Company; iv. To resell all or part of the treasury shares; v. To transfer all or part of the treasury shares for the purposes of or under the employees’ share scheme established by the Company and/or its subsidiaries; vi. To transfer all or part of the treasury shares as purchase consideration; vii. To sell, transfer or otherwise use the shares for such other purposes as the Minister charged with the responsibility for companies may by order prescribe; and/or viii. To deal with the treasury shares in any other manners as allowed by the Act, Listing Requirements, applicable laws, rules, regulations, guidelines, requirements and/or orders of any relevant authorities for the time being in force. AND THAT the Directors of the Company be and are authorised to take all such steps as are necessary or expedient including without limitation, the opening and maintaining of central depository account(s) under Securities Industry (Central Depositories) Act, 1991, and the entering into all other agreements, arrangements and guarantee with any party or parties] to implement, finalise and give full effect to the Proposed Share Buy-Back with full powers to assent to any conditions, modifications, variations and/or amendments (if any) as may be imposed by the relevant authorities.” (Please refer to Explanatory Note 9 below) 8. Proposed Alteration of the Constitution by Replacing with a New Constitution (“Proposed Alteration”) Special Resolution “ THAT the existing Constitution of the Company be hereby altered by replacing with a new Constitution as set out in the Part C of the Circular to Shareholders dated 6 January 2022 with effect from the date of passing this Special Resolution. AND THAT the Directors and/or Secretary of the Company be hereby authorised to do all such acts and things and to take all such steps as they deem fit, necessary, expedient and/or appropriate in order to complete and give full effect to the Proposed Alteration with full powers to assent to any condition, modification, variation and/or amendment as may be required or imposed by the relevant authorities.” (Please refer to Explanatory Note 10 below)