Basic HTML Version
JAYA TIASA HOLDINGS BERHAD
136
notice of annual general meeting (cont’d)
8
Proposed Renewal of Authority for the Company to Purchase its Own Shares (“Proposed Share
Buy-Back”)
“THAT subject to the Companies Act, 1965 (“Act”), the Memorandum and Articles of Association
of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
and any other relevant authorities, the Directors be and are hereby authorised to utilise an
amount not exceeding the total retained profits and share premium of the Company at the
time of purchase to purchase such number of ordinary shares of the Company provided that
the ordinary shares so purchased shall [in aggregate with the treasury shares as defined under
section 67A of the Act then still held by the Company] not exceed ten per centum (10%) of the
total issued and paid-up share capital of the Company;
AND THAT such authority shall commence upon the passing of this resolution until the conclusion
of the next Annual General Meeting of the Company unless earlier revoked or varied by an
ordinary resolution of the shareholders of the Company in general meeting;
AND THAT authority be and is hereby given to the Directors to decide in their absolute discretion
to either retain the ordinary shares purchased by the Company pursuant to the Proposed Share
Buy-Back as treasury shares subsequently to be distributed as share dividends or resold on
Bursa Malaysia Securities Berhad, or to cancel the shares so purchased, or a combination of
both AND FURTHER THAT the Directors be and are hereby authorised to act and to take all
steps and do all things as they may deem necessary or expedient in order to implement, finalise
and give full effect to the Proposed Share Buy-Back with full power to assent to any conditions,
modifications, variations and amendments as may be imposed by the relevant authorities.”
9
Proposed Shareholders’ Mandate for Recurrent Related Party Transactions
“THAT approval be and is hereby given to the Company and/or its subsidiary companies to
enter into any of the recurrent related party transactions of a revenue or trading nature as set
out in Section 2.2 of Part B of the Circular to Shareholders dated 31 October 2014 with specific
classes of Related Parties which are necessary for the day-to-day operations and in the ordinary
course of business on terms not more favourable to the Related Parties than those generally
available to the public and are not to the detriment of the minority shareholders;
AND THAT such mandate shall commence upon the passing of this resolution until the conclusion
of the next Annual General Meeting of the Company unless earlier revoked or varied by an
ordinary resolution of the shareholders of the Company in general meeting;
AND THAT the Directors of the Company be authorised to complete and do all such acts
and things as they may consider expedient or necessary to give full effect to the transactions
authorised by this resolution.”
10 To transact any other business of which due notice shall have been given in accordance with
the Company’s Articles of Association and the Companies Act, 1965.
Ordinary
Resolution 10
Ordinary
Resolution 11