Download PDF - ChartNexus

annual report | 2012 Gunung Capital Berhad (330171-P)
100
NOTICE OF ANNUAL GENERAL MEETING (cont’d)
EXPLANATORY NOTES ON SPECIAL BUSINESS:
Ordinary Resolution 5 - Renewal of Authority to Issue Shares Pursuant To Section 132D of the Companies Act, 1965
The existing general mandate for the authority to issue shares pursuant to Section 132D of the Companies Act, 1965 was
approved by the shareholders of the Company at the 17th Annual General Meeting held on 8 June 2012. The Company did
not issue any new shares pursuant to this general mandate as at the date of this notice.
The Company is continually looking for opportunities to broaden the operating base and earnings potential of the Company.
This may require the issue of new shares not exceeding ten percent (10%) of the issued and paid-up share capital of the
Company for the time being.
The proposed Ordinary Resolution 5 would enable the Directors to avoid delay and cost of convening further general
meetings to approve the issue of such shares for such purposes. This authority, unless revoked or varied by the Company
at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. The renewal of
this mandate will provide flexibility to the Company for any potential fund raising activities, including but not limited to
placement of shares, for purpose of funding future investments, working capital and/or any acquisition.
Ordinary Resolution 6 - Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue
or Trading Nature
Resolution 6, if passed, will allow the subsidiary company to enter into Recurrent Related Party Transactions in accordance
with Paragraph 10.09 of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad. Detailed information
on the Proposed Shareholders’ Mandate is set out in the Circular to Shareholders dated 6 June 2013 which is dispatched
together with the Company’s 2012 Annual Report.
Ordinary Resolution 7 - Proposed Retention of Independent Director
Mr. Wong Hoy Kim was appointed as Senior Independent Non-Executive Director on 7 November 2003 and has served for
more than nine (9) years. However he has met the independence guidelines as set out in Chapter 1 of Bursa Securities Main
Market Listing Requirements. Therefore, the Board considers him to be independent and believes that he should be retained
as Senior Independent Non-Executive Director.
Additional Explanatory Note:
Item 1 of the Agenda
The Agenda item is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not require
a formal approval of the shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward
for voting.
STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING
(Pursuant to paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad)
Details of Director who is standing for election
No Director is seeking election at the forthcoming Eighteenth (18th) Annual General Meeting of the Company.
The Director standing for re-election is Dato Syed Abu Hussin bin Hafiz Syed Abdul Fasal. Further details are set out in
the Board of Directors’ Profile and Analysis of Shareholdings/Warrant holdings sections of the Company’s Annual Report
2012.