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185

As Special Business

To consider and if thought ft, to pass the following resolutions:-

6. ORDINARY RESOLUTION 1

AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965

THAT pursuant to Section 132D of the Companies Act, 1965 (“Act”), the Articles of Association of the Company and subject to the approvals of the relevant government and/or regulatory authorities, the Directors be and are hereby empowered to issue shares of the Company, from time to time, upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem ft, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10 percent (10%) of the issued share capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on the Bursa Malaysia Securities Berhad (“Bursa Securities”) and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company. (See Note f) (Resolution 9)

7. ORDINARY RESOLUTION 2

PROPOSED RENEWAL OF THE SHARE BUY-BACK AUTHORITY (“PROPOSED SHARE BUY BACK” )

THAT , subject Section 67A of the Act, Part IIIA of the Companies Regulations 1966, the provisions of the Articles of Association of the Company, Main Market the Listing Requirements (“Listing Requirements”) of the Bursa Securities and any other applicable laws, rules, regulations and guidelines for the time being in force, the Directors of the Company be and are hereby authorised, to make purchase(s) of ordinary shares of RM0.50 each in the Company’s issued and paid-up capital on Bursa Securities subject to the following:-

(a) The maximum number of shares which may be purchased and/or held by the Company shall not exceed ten percent (10%) of

the total issued and paid-up share capital of the Company for the time being subject to the restriction that the issued and paid-up capital of the Company does not fall below the applicable minimum share capital requirement of the Listing Requirements;

(b) The maximum fund to be allocated by the Company for the purpose of purchasing its shares shall not exceed the retained

profts and the share premium account of the Company; and

(c) Upon completion of the purchase by the Company of its own shares, the Directors of the Company are authorised to deal with

the shares so bought-back in their absolute discretion in any of the following manners:-

(i) cancel the shares so purchased; or

(ii) retain the shares so purchased as Treasury Shares and held by the Company; or

(iii) retain part of the shares so purchased as Treasury Shares and cancel the remainder,

(iv) distribute the treasury shares as dividends to shareholders and/or resell on Bursa Securities and/or cancel all or part of them; or

Notice of

annual general meeting (cont’d)

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