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(Resolution 11)
As Special Business
To consider and if thought mt, 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 mt, 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)
7. ORDINARY RESOLUTION 2
PROPOSED RENEWAL OF THE SHARE BUY-BACK AUTHORITY (“PROPOSED SHARE
BUY BACK”)
“ THAT, subject to Section 67A of the Act, Part IIIA of the Companies Regulations 1966, the
provisions of the Articles of Association of the Company, the Main Market Listing Requirements
(“Listing Requirements”) of the Bursa Securities and any other applicable laws, rules, regulations
and guidelines at any point in time 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 at any
point in time 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 promts 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
in any other manner as prescribed by the Act, rules, regulations and guidelines pursuant to the Act
and the requirements of Bursa Securities and any other relevant authority for the time being in force;
AND THAT the authority conferred by this resolution shall continue to be in force until:-
a. the conclusion of the next Annual General Meeting (“AGM”) of the Company at which such resolution
was passed, at which time the authority would lapse unless renewed by ordinary resolution passed
either unconditionally; or
b. the expiration of the period within which the next AGM is required to be held pursuant to Section
143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section
143(2) of the Act); or
c. revoked or varied by a resolution passed by the shareholders of the Company in general meeting,
whichever is earlier.
AND THAT the Directors of the Company be and are authorised to take all such steps to implement,
mnalise and give full effect to the Proposed Share Buy-Back with full power to assent to any conditions,
modimcations, revaluations and/or amendments as may be imposed by the relevant authorities and
with full power to do all such acts and things thereafter in accordance with the Act, the provisions of
the Memorandum and Articles of Association of the Company and the guidelines issued by Bursa
Securities and any other relevant authorities.” (See Note g)
(Resolution 12)
ANNUAL REPORT 2011 194