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97
AEMULUS HOLDINGS BERHAD
TA R G E T I N G T H E B U L L’ S E Y E
NOTICE OF ANNUAL GENERAL MEETING
(Cont’d)
Notes :
1.
Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company, a proxy may but need not be a member
of the Company.
2.
The proxy form must be duly completed and deposited at the Registered Office of the Company, 51-13-A Menara
BHL Bank, Jalan Sultan Ahmad Shah, 10050 Penang not less than forty-eight (48) hours before the time for holding the
meeting.
3.
A member shall be entitled to appoint not more than two (2) proxies to attend and vote at the same meeting.
4.
Where a member appoints two (2) proxies, the appointments shall be invalid unless the member specifies the proportions
of his shareholding to be represented by each proxy.
5.
The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in
writing or if the appointor is a corporation, under its Common Seal or under the hand of its attorney.
6.
Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central
Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one securities
account (“Omnibus Account”), there shall be no limit to the number of proxies which the Exempt Authorised Nominee may
appoint in respect of each Omnibus Account it holds.
7.
For the purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa
Malaysia Depository Sdn Bhd to make available to the Company pursuant to Article 63(2) of the Articles of Association
of the Company and Rule 7.16(2) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, a Record
of Depositors (“ROD”) as at 15 February 2017 and only a Depositor whose name appears on such ROD shall be entitled
to attend, speak and vote at this meeting or appoint proxy to attend and/or speak and/or vote in his/her behalf.
8.
All resolutions as set out in this notice of Second Annual General Meeting are to be voted by poll.
Explanatory Notes on Ordinary Business
Resolution 1 – Payment of Directors’ fees
Resolution 1 is to facilitate payment of Directors’ fees on current financial year basis, calculated based on the number of
independent non-executive directors and the role and responsibilities undertaken by the independent non-executive directors
for financial year 2017 and assuming that all Directors will hold office until the end of the financial year. In the event the
Directors’ fees proposed are insufficient (e.g. due to enlarged Board size), approval will be sought at the next Annual General
Meeting for additional fees to meet the shortfall.
Explanatory Notes on Special Business
Resolution 6 – Authority to issue shares
The Ordinary Resolution proposed under item 6 above, if passed, primarily to renew the mandate to give authority to the
Board of Directors of the Company to issue and allot shares in the Company up to an amount not exceeding 10% of the total
issued capital of the Company for the time being for such purposes as the Directors consider would be in the best interest of
the Company without convening a general meeting. This would avoid any delay and costs in convening a general meeting to
specifically approve such an issue of shares. This authority, unless revoked or varied by the shareholders of the Company in
general meeting, will expire at the conclusion of the next Annual General Meeting.
As at the date of this Notice, the Company has not issued any new shares pursuant to Section 132D of the Companies Act,
1965 under the general authority which was approved at the First Annual General Meeting held on 21 March 2016 and which
will lapse at the conclusion of the Second Annual General Meeting to be held on 23 February 2017. A renewal of this authority
is being sought at the Second Annual General Meeting under proposed Ordinary Resolution 6.
This authority if granted will provide flexibility to the Company for any possible fund raising activities, including but not
limited to further placing of shares, for purpose of funding future investment project(s), working capital, acquisition(s) and/or
settlement of banking facility(ies).