273 OTHER INFORMAT ION Sect ion 06 Annual Report 2022 NOT I CE OF ANNUAL GENERAL MEET ING Ordinary Resolution 8 Ordinary Resolution 9 AND THAT in connection with the above, pursuant to Section 85 of the Act to be read together with Clause 61 of the Company’s Constitution, the shareholders of the Company do hereby waive their pre-emptive rights over all new shares, options over or grants of new shares in the Company and/or any new shares to be issued pursuant to such options, grants or such new shares when issued, to rank pari passu with existing issued shares in the Company.” 7. Proposed Renewal Of The Authority To Allot New Ordinary Shares In The Company (“New Ranhill Shares”), For The Purpose Of a Dividend Reinvestment Plan (“DRP”) That Provides The Shareholders Of The Company The Option To Elect To Reinvest Their Cash Dividend (“Proposed Renewal Of DRP”) “THAT pursuant to the DRP as approved by the Shareholders at the Extraordinary General Meeting held on 11 April 2019 and subject to the approval of the relevant regulatory authority (if any), approval be and is hereby given to the Company to allot and issue such number of New Ranhill Shares from time to time as may be required to be allotted and issued pursuant to the DRP until the conclusion of the next Annual General Meeting of the Company upon terms and conditions and to such persons as the Directors of the Company may, in their absolute discretion, deem fit and in the best interest of the Company PROVIDED THAT the issue price of the said New Ranhill Shares shall be fixed by the Directors at not more than ten percent (10%) discount to the adjusted five (5)-day volume-weighted average market price (“VWAP”) of New Ranhill Shares immediately prior to the price-fixing date, of which the VWAP shall be adjusted ex-dividend before applying the aforementioned discount in fixing the issue price of New Ranhill Shares; AND THAT the Directors and the Secretary of the Company be and are hereby authorised to do all such acts and enter into all such transactions, arrangements, deeds, undertakings and documents as may be necessary or expedient in order to give full effect to the DRP with full power to assent to any conditions, modifications, variations and/or amendments as may be imposed or agreed to by any relevant authorities (if any) or consequent upon the implementation of the said conditions, modifications, variations and/or amendments, by the Directors as they, in their absolute discretion, deem fit and in the best interest of the Company.” 8. Proposed Renewal Of Share Buy-Back Authority “THAT subject to the rules, regulations, orders and guidelines made pursuant to the Companies Act 2016 (“the Act”), provisions of the Constitution of the Company and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and the approvals of any relevant regulatory authorities and parties, the Company be and is hereby authorised to purchase on the market and/or hold such number of the Company’s issued ordinary shares (“Ranhill Shares”) through Bursa Securities (“Proposed Share BuyBack”) as may be determined by the Directors of the Company from time to time upon such terms and conditions as the Directors may deem fit, necessary and expedient in the interest of the Company subject to the following:- (a) the aggregate number of Ranhill Shares which may be purchased and/or held by the Company at any point of time pursuant to the Proposed Share Buy-Back shall not exceed ten percent (10%) of the total number of issued shares of the Company for the time being quoted on Bursa Securities; (b) the maximum funds to be allocated by the Company for the Proposed Share Buy-Back shall not exceed the retained earnings of the Company at the time of such purchase; and (c) the authority conferred by this resolution will be effective immediately upon the passing of this Ordinary Resolution and will expire at the conclusion of the next Annual General Meeting of the Company, unless renewed or earlier revoked or varied by ordinary resolution of the shareholders of the Company in a general meeting or the expiration of the period within which the next Annual General Meeting after the date is required by law to be held, whichever occurs first, but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of the Main Market Listing Requirements of Bursa Securities or any other relevant authorities;
RkJQdWJsaXNoZXIy ODQxNzg=