Serba Dinamik Annual Report 2021

Section 8 | Additional Information 264 NOTICE OF THE FIFTH ANNUAL GENERAL MEETING (9) Proposed Renewal of Shareholders’ Mandate for Share Buy-Back by the Company The proposed Ordinary Resolution 7, 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 6 January 2022 accompanying the Company’s Integrated Report for the financial period ended 30 June 2021. (10) Proposed Alteration of the Constitution by Replacing with a New Constitution (“Proposed Alteration”) The Proposed Alteration is to align the Constitutionwith the prevailing statutory and regulatory requirements, to render clarity and consistency throughout the Constitution as well as to enhance administrative efficiency. The proposed new Constitution is set out in Part C of the Circular to Shareholders dated 6 January 2022 accompanying the Company’s Integrated Report for the financial period ended 30 June 2021. (11) Proposed Renewal of Authority to Issue and Allot Shares of the Company pursuant to Sections 75 and 76 of the Companies Act 2016 (“the Act”) The proposed Ordinary Resolution 8, subject to passing of Special Resolution relating to Proposed Alteration above, if passed, will empower the Directors of the Company to issue and allot ordinary shares of the Company from time to time and to grant rights to subscribe for shares in the Company, convert any securities into shares in the Company, or allot shares under an agreement or option or offer, provided that the aggregate number of shares allotted pursuant to this resolution does not exceed 20% of the total number of issued shares (excluding treasury shares) of the Company for the time being (“Proposed 20% General Mandate”) up to 31 December 2022. With effect from 1 January 2023, the Proposed 20% General Mandate will be reinstated to a 10% limit (“Proposed 10% General Mandate”) according to Paragraph 6.03 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. This proposed Resolution is a renewal of the previous year’s mandate. The mandate is to provide flexibility to the Company to issue new securities without the need to convene separate general meeting to obtain its shareholders’ approval so as to avoid incurring additional costs and time. The Board of Directors of the Company is of the view that the Proposed 20% General Mandate is in the best interest of the Company and its shareholders as it is beneficial for the Company to meet its future financial needs due to the unprecedented uncertainty surrounding the recovery of the COVID-19 pandemic and it will enable the Board to take swift action during the challenging time to ensure long term sustainability and interest of the Company and its shareholders. The purpose of this general mandate, if passed, will enable the Directors to take swift action in case of a need to issue and allot new shares in the Company for fund raising exercise including but not limited to further placement of shares for purpose of funding current and/or future investment projects, working capital, acquisitions and/or for issuance of shares as settlement of purchase consideration, or other circumstances arise which involve grant of rights to subscribe for shares, conversion of any securities into shares, or allotment of shares under an agreement or option or offer, or such other application as the Directors may deem fit in the best interest of the Company. As at the date of this notice, the Company did not implement its proposal for new allotment of shares under the general mandate pursuant to Sections 75 and 76 of the Companies Act 2016 which was approved by the shareholders at the Fourth AGM held on 2 July 2020 and will lapse at the conclusion of the Fifth AGM to be held on 31 January 2022. As at the date of this notice, there is no decision to issue new shares. Should there be a decision to issue new shares after the general mandate is sought, the Company will make an announcement of the actual purpose and utilisation of proceeds arising from such issuance of shares.