Basic HTML Version
260
Gamuda Berhad (29579-T) • Annual Report 2012
Ordinary Resolutions:
a) Authority to Directors to Allot and Issue Shares
“ThAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby
authorised with full powers to allot and issue shares in the Company from time to time and upon
such terms and conditions and for such purposes as the Directors in their absolute discretion
deem fit provided that the aggregate number of shares to be issued pursuant to this resolution
does not exceed ten percent (10%) of the issued share capital for the time being of the Company
and that such authority shall continue in force until the conclusion of the next Annual General
Meeting of the Company and that the Directors be and are also empowered to obtain the approval
from Bursa Malaysia Securities Berhad for the listing and quotation for the additional shares so
issued.”
b) Proposed Renewal of Share Buy-back Authority
“ThAT subject to the provisions of the Companies Act, 1965, the Articles of Association of
the Company, Bursa Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing
Requirements and the approvals of all relevant government and/or regulatory authorities, the
Company be and is hereby authorised to purchase such number of ordinary shares of RM1.00
each of the Company (“Proposed Share Buy-back”) as may be determined by the Directors of
the Company from time to time through Bursa Securities upon such terms and conditions as the
Directors may deem fit in the interest of the Company provided that the aggregate number of
shares to be purchased pursuant to this resolution does not exceed ten percent (10%) of the total
issued and paid-up share capital for the time being of the Company and an amount not exceeding
the retained profits and/or share premium of the Company be allocated by the Company for the
Proposed Share Buy-back;
ThAT at the discretion of the Directors, upon such purchase by the Company of its own shares,
the purchased shares will be cancelled and/or retained as treasury shares and subsequently be
cancelled, distributed as dividends or resold on Bursa Securities;
ThAT the Directors be and are hereby empowered to do all acts and things and to enter into
and execute all commitments, transactions, deeds, agreements, arrangements, undertakings,
indemnities, transfers, assignmentsand/or guaranteesas theDirectorsmaydeemfit andexpedient
in order to implement, finalise and give full effect to the Proposed Share Buy-back with full powers
to assent to any conditions, modifications, revaluations, variations and/or amendments as may
be required or imposed by any relevant authorities and/or any amendments, variations and/or
modifications in the interest of the Company as may be approved by any relevant authorities if
such approvals are required;
AND ThAT the authority hereby given shall commence immediately upon the passing of this
resolution and shall continue in force until:
i) the conclusion of the next Annual General Meeting (“AGM”) of the Company at which time it
will lapse, unless by ordinary resolution passed at the AGM, the authority is renewed either
unconditionally or subject to conditions; or
ii) the expiration of the period within which the next AGM after that date is required by law to be
held; or
iii) revoked or varied by ordinary resolution passed by the shareholders of the Company in a
general meeting,
(Resolution 10)
NoTICE oF ANNUAL GENERAL MEETING