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Masterskill Education Group Berhad / Annual Report 2012 113 NOTICE OF ANNUAL GENERAL MEETING (CONT”D) 7. ORDINARy RESOluTION pROpOSED RENEWAl OF SHARE Buy-BACK AuTHORITy (“pROpOSED SHARE Buy-BACK”) “THAT subject always to the Companies Act, 1965 (“Act”), the provisions of the Memorandum and Articles of Association of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Company be and is hereby authorised to purchase such amount of ordinary shares of RM0.20 each in the Company (“Shares”) as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the best interest of the Company provided that:- (i) The aggregate number of Shares purchased does not exceed ten percent (10%) of the total issued and paid-up share capital of the Company at any point of time; (ii) The maximum amount of funds to be allocated by the Company for the purpose of purchasing the Shares shall be backed by an equivalent amount of retained profits and/or share premium of the Company; and (iii) The Directors of the Company be and are hereby authorised to decide at their discretion either to retain the Shares purchased as treasury shares or cancel the Shares or retain part of the Shares so purchased as treasury shares and cancel the remainder or to resell the Shares or distribute the Shares as dividends. AND THAT the authority conferred by this resolution shall commence upon the passing of this resolution and will continue to be in force until:- (i) the conclusion of the next Annual General Meeting (“AGM”) of the Company at which time the authority shall lapse, unless by ordinary resolution passed at that meeting, the authority is renewed either unconditionally or subject to conditions; or (ii) the expiration of the period within which the next AGM after the date it is required by law to be held; or (iii) revoked or varied by ordinary resolution passed by shareholders of the Company at a general meeting of the Company, whichever occurs first but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date. AND THAT the Directors be and are hereby empowered to do all acts and things (including the opening and maintaining of a central depositories account(s) under the Securities Industry (Central Depositories) Act, 1991 and to take all such steps and to enter into and execute all commitments, transactions, deeds, agreements, arrangements, undertakings, indemnities, transfers, assignments and/or guarantees as they may deem fit, necessary, expedient and/or appropriate in the best interest of the Company in order to implement, finalise and give full effect to the Proposed Share Buy-Back with full powers to assent to any conditions, modifications, variations (if any) as may be imposed by the relevant authorities.” (Resolution 9) OTHER ORDINARy BuSINESS 8. To transact any other business of which due notice shall have been given. By order of the Board JASmINDAR KAuR A/p SARBAN SINGH (mAICSA 7002687) Company Secretary Selangor Darul Ehsan 20 May 2013
Masterskill Education Group Berhad / Annual Report 2012 114 NOTICE OF ANNUAL GENERAL MEETING (CONT”D) Notes on Appointment of proxy a. A member must be registered in the Record of Depositors at 5.00 p.m. on 5 June 2013 (“General Meeting Record of Depositors”) in order to attend and vote at the Meeting. A depositor shall not be regarded as a Member entitled to attend the Meeting and to speak and vote thereat unless his name appears in the General Meeting Record of Depositors. Any changes in the entries on the Record of Depositors after the abovementioned date and time shall be disregarded in determining the rights of any person to attend and vote at the Meeting. b. A member entitled to attend and vote is entitled to appoint up to two (2) proxies (or in the case of a corporation, to appoint a representative), to attend and vote in his stead. There shall be no restriction as to the qualification of the proxy(ies). c. The Proxy Form in the case of an individual shall be signed by the appointor or his attorney, and in the case of a corporation, either under its common seal or under the hand of an officer or attorney duly authorised. d. Where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy. e. Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. f. The Proxy Form or other instruments of appointment shall not be treated as valid unless deposited at the Registered Office of the Company at B-13-15, Level 13, Menara Prima Tower B, Jalan PJU 1/39, Dataran Prima, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time set for holding the meeting. Faxed copies of the duly executed form of proxy are not acceptable. Explanatory Note on Special Business: 1. Authority to allot shares pursuant to Section 132D of the Companies Act, 1965 (Resolution 8) Ordinary Resolution 8 has been proposed for the purpose of obtaining a new general mandate for issuance of shares by the Company under Section 132D of the Companies Act, 1965 (hereinafter referred to as the “General Mandate”). Ordinary Resolution 8, if passed, will give the Directors of the Company authority to issue ordinary shares in the Company at their discretion without having to first convene another General Meeting. The General Mandate will, unless revoked or varied by the Company in a General Meeting, expire at the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is earlier. The General Mandate, if granted, will provide flexibility to the Company for any future fund raising activities, including but not limited to further placing of shares for the purposes of funding future investment project(s), repayment of bank borrowing, working capital and/or acquisition(s) and thereby reducing administrative time and costs associated with the convening of additional shareholders meeting(s). 2. proposed renewal of Share Buy-Back authority (Resolution 9) For proposed Ordinary Resolution 9, further information on the proposed renewal of Share Buy-Back authority is set out in the Statement to Shareholders in relation to the Proposed Renewal of Share Buy-Back Authority dated 20 May 2013 which is circulated together with the Company’s Annual Report 2012.
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