That Datuk Ng Kam Chiu retiring pursuant to Article 131 of the Company’s Constitution, be re-elected as Director of the Company.
Tropicana Golf & Country Resort, Jalan Kelab Tropicana,
47410 Petaling Jaya,
Selangor Darul Ehsan
The Chairman informed that the Audited Financial Statements for the financial year ended 30 June 2022 and the Reports of Directors and Auditors thereon were circulated to all the shareholders of the Company within the statutory period.
The Chairman then opened to the floor for questions. In summary, the questions raised by the shareholders/proxies and responses from Datuk Chung were as follows:-
There being no other questions from the shareholders/proxies, the Chairman declared the closure of the Question & Answer Session.
Thereafter, the Chairman proceed to table eight (8) Ordinary Resolutions to the Meeting for the consideration and approval of the shareholders.
The Company Secretary briefed the floor on the polling procedures. Thereafter, the shareholders and proxies proceeded to cast their vote accordingly. After the requisite time provided, the Chairman then declared the polling closed. The Chairman informed that the verification of the votes by the scrutineer would take 20 minutes and the Meeting will resume at 10.08 a.m. for the declaration of voting results.
The meeting resumed at 10.08 a.m. and after obtaining the report from the scrutineer, the Chairman announced the results of the poll as follows:-
Based on the above results, the Chairman declared that the following resolutions as CARRIED and RESOLVED:-
That Datuk Ng Kam Chiu retiring pursuant to Article 131 of the Company’s Constitution, be re-elected as Director of the Company.
That Dato’ Abdul Murad Bin Khalid retiring pursuant to Article 131 of the Company’s Constitution, be re-elected as Director of the Company.
That Madam Amarjeet Kaur A/P Ranjit Singh retiring pursuant to Article 116 of the Company’s Constitution, be elected as Director of the Company.
That the payment of Directors’ fees of up to RM144,000 and Directors’ benefits of up to RM8,000 from 22 November 2022 until the next AGM of the Company be hereby approved.
That Messrs. Ecovis Malaysia PLT be and hereby re-appointed as Auditors of the Company at a fee to be agreed upon with the Directors of the Company and they shall hold office until the conclusion of the next AGM.
That approval be and is hereby given for Datuk Ng Kam Chiu, who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than twelve years, to continue to act as an Independent Non-Executive Director of the Company.
That, subject to the Companies Act 2016 (“the Act”), the Constitution
of the Company and the approvals from Bursa Malaysia Securities Berhad
(“Bursa Securities”) and any other governmental/regulatory
authorities, where such approval is necessary, the Directors be and
are hereby empowered pursuant to Section 75 and Section 76 of the Act,
to issue shares in the Company, from time to time and upon such terms
and conditions and for such purposes the Directors may deem fit and
expedient in the interest of the Company, provided that the aggregate
of number of shares issued pursuant to this resolution does not exceed
10% of the total number of issued shares of the Company for the time
being and that such authority shall continue to be in force until the
conclusion of the next AGM of the Company.
And further that, pursuant to Section 85 of the Act read together with
Article 49 of the Company’s Constitution, approval be and is hereby
given to waive the statutory pre-emptive rights of the shareholders of
the Company and to offer new shares arising from the issuance and
allotment of the new shares pursuant to Sections 75 and 76 of the Act
and that the Board of Directors of the Company is exempted from the
obligation to offer such new shares ¬first to the existing
shareholders of the Company.
That subject to the Act, the Constitution of the Company, the Listing
Requirements of Bursa Securities for the ACE Market and the approval
of such relevant governmental and/or regulatory authorities where
necessary, the Company be and is hereby authorised to purchase its own
shares (“Shares”) on the ACE Market of Bursa Securities at any time,
upon such terms and conditions as the Directors shall in their
discretion deem fit and expedient in the best interests of the Company
provided that:
(a) the aggregate number of Shares which may be purchased pursuant to
this resolution does not exceed 10% of the total number of issued
shares of the Company at the time of purchase; and
(b) the maximum funds to be allocated by the Company for the purchase
of Shares shall not exceed the total retained profits of the Company
at the time of the said purchase;
That, upon the purchase by the Company of its own Shares, the Board be
and are hereby authorised to:-
(i) cancel all or part of the Shares so purchased; and/or
(ii) retain all or part of the Shares so purchased as Treasury Shares;
and/or
(iii) distribute the Treasury Shares as share dividends to the
Company’s shareholders for the time being and/or resell the Treasury
Shares on Bursa Securities.
That, upon the purchase by the Company of its own Shares, the Board be and are hereby authorised to:-
That, such authority shall commence upon the passing of this resolution and shall continue to be in force until:-
And that, authority be and is hereby given to the Directors of the Company and/or any one of them to complete and do all such acts and things as they may consider necessary or expedient in the best interest of the Company, including executing all such documents as may be required or necessary and with full powers to assent to any conditions, modifications, variations and/or amendments (if any) as the Directors in their discretion deem it and expedient to give effect to the aforesaid purchase contemplated and/or authorised by this Ordinary Resolution.
There being no other business, the meeting ended at 11.00 a.m. with a vote of thanks to the Chair.
