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7.
To approve the payment of Directors’ remuneration (excluding Directors’ fees) to the Non-Executive Directors
from 29 August 2019 until the conclusion of the next AGM of the Company.
Resolution 7
8.
To appoint Messrs. Ernst & Young, who have given their consent to act, as Auditors of the Company in place
of the retiring Auditors, Messrs. Hanafiah Raslan & Mohamad and to authorize the Directors to determine their
remuneration.
Resolution 8
SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions:-
9.
PROPOSEDRENEWALOFSHAREHOLDERS’MANDATEFORRECURRENTRELATEDPARTYTRANSACTIONS
OF A REVENUE OR TRADING NATURE
Resolution 9
“THAT pursuant to Paragraph 10.09 of the Bursa Malaysia Securities Berhad (“Bursa”) Main Market Listing
Requirements (“ListingRequirements”), approval beand is herebygiven for theCompanyand/or its subsidiaries
to enter into recurrent related party transactions of a revenue or trading nature as set out in Section 2.5 Part
A of the Company’s Circular/Statement to Shareholders dated 29 July 2019 which are necessary for the day-
to-day operations of the Company and/or its subsidiaries provided that such transactions are entered into
in the ordinary course of business of the Company and/or its subsidiaries, are carried out on terms not more
favourable to the related party than those generally available to the public and are not detrimental to the
minority shareholders of the Company.
THAT such approval shall continue to be in full force and effect until:-
(i) the conclusion of the next AGM of the Company at which time the authority will lapse, unless the authority
is renewed by a resolution passed at such general meeting; or
(ii) the expiration of the period within which the Company’s next AGM is required to be held under Section
340(1) of the Companies Act, 2016 (“the Act”) (but shall not extend to such extension as may be allowed
under Section 340(4) of the Act); or
(iii) revoked or varied by resolution passed by the shareholders of the Company at a general meeting,
whichever is the earlier;
AND THAT the Board of Directors of the Company be and is hereby empowered and authorized to complete
and do all such acts and things (including executing such documents under the common seal in accordance
with the provisions of the Company’s Constitution, as may be required) as they may consider expedient or
necessary to give effect to the proposed mandate.”
10.
PROPOSED RENEWAL OF THE AUTHORITY FOR SHARES BUY-BACK
Resolution 10
“THAT subject to compliance with the Act, the Bursa Listing Requirements, provisions of the Company’s
Constitution, and all other applicable laws, guidelines, rules and regulations, approval and authority be and
are hereby given to the Directors of the Company, to the extent permitted by law, to purchase such number
of ordinary shares in FimaCorp (“FimaCorp Shares”) as may be determined by the Directors from time to time
through Bursa upon such terms and conditions as the Directors may deem fit, necessary and expedient in the
interest of the Company, provided that:-
(i) the maximum aggregate number of FimaCorp Shares which may be purchased and/or held by the
Company shall not exceed 10% of the issued and paid-up share capital of the Company at any time; and
(ii) the maximum funds to be allocated by the Company for the purpose of purchasing its own shares shall
not exceed the total retained profits of the Company for the time being.
corporate
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