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Masterskill Education Group Berhad / Annual Report 2012<br />
113<br />
NOTICE OF ANNUAL GENERAL MEETING (CONT”D)<br />
7. ORDINARy RESOluTION<br />
pROpOSED RENEWAl OF SHARE Buy-BACK AuTHORITy (“pROpOSED SHARE Buy-BACK”)<br />
“THAT subject always to the Companies Act, 1965 (“Act”), the provisions of the Memorandum and Articles of<br />
Association of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa<br />
Securities”), the Company be and is hereby authorised to purchase such amount of ordinary shares of RM0.20<br />
each in the Company (“Shares”) as may be determined by the Directors of the Company from time to time<br />
through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the<br />
best interest of the Company provided that:-<br />
(i) The aggregate number of Shares purchased does not exceed ten percent (10%) of the total issued and<br />
paid-up share capital of the Company at any point of time;<br />
(ii) The maximum amount of funds to be allocated by the Company for the purpose of purchasing the Shares<br />
shall be backed by an equivalent amount of retained profits and/or share premium of the Company; and<br />
(iii) The Directors of the Company be and are hereby authorised to decide at their discretion either to retain<br />
the Shares purchased as treasury shares or cancel the Shares or retain part of the Shares so purchased as<br />
treasury shares and cancel the remainder or to resell the Shares or distribute the Shares as dividends.<br />
AND THAT the authority conferred by this resolution shall commence upon the passing of this resolution and<br />
will continue to be in force until:-<br />
(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company at which time the<br />
authority shall lapse, unless by ordinary resolution passed at that meeting, the authority is renewed either<br />
unconditionally or subject to conditions; or<br />
(ii) the expiration of the period within which the next AGM after the date it is required by law to be held; or<br />
(iii) revoked or varied by ordinary resolution passed by shareholders of the Company at a general meeting of<br />
the Company,<br />
whichever occurs first but not so as to prejudice the completion of purchase(s) by the Company before the<br />
aforesaid expiry date.<br />
AND THAT the Directors be and are hereby empowered to do all acts and things (including the opening<br />
and maintaining of a central depositories account(s) under the Securities Industry (Central Depositories)<br />
Act, 1991 and to take all such steps and to enter into and execute all commitments, transactions, deeds,<br />
agreements, arrangements, undertakings, indemnities, transfers, assignments and/or guarantees as they may<br />
deem fit, necessary, expedient and/or appropriate in the best interest of the Company in order to implement,<br />
finalise and give full effect to the Proposed Share Buy-Back with full powers to assent to any conditions,<br />
modifications, variations (if any) as may be imposed by the relevant authorities.” (Resolution 9)<br />
OTHER ORDINARy BuSINESS<br />
8. To transact any other business of which due notice shall have been given.<br />
By order of the Board<br />
JASmINDAR KAuR A/p SARBAN SINGH (mAICSA 7002687)<br />
Company Secretary<br />
Selangor Darul Ehsan<br />
20 May 2013