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267
Financial
Statements
& Others
Gamuda Berhad (29579-T)
Annual Report 2013
2. Explanatory Notes on Special Business
a.
Resolution 6
The proposed Resolution 6 if passed, will empower the Directors to issue shares of the Company up to a maximum of 10% of
the issued share capital of the Company for the time being, for any possible fund raising activities for the purposes of funding
future investment projects, working capital, acquisitions and/or for strategic reasons. It is a renewed general mandate and is
sought to provide flexibility and avoid any delay and cost in convening a general meeting to specifically approve such issuance
of shares. The authorisation, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM
of the Company. At this juncture, there is no decision to issue new shares. Should there be a decision to issue new shares
after the authorisation is sought, the Company will make an announcement of the actual purpose and utilisation of proceeds
arising from such issuance of shares.
The Company did not issue any new shares under the general mandate which was approved at its 36
th
AGM held on
6 December 2012.
b.
Resolution 7
Please refer to the Statement to Shareholders dated 8 November 2013 for further information.
c.
Resolution 8
The Malaysian Code on Corporate Governance 2012 prescribes that approval of shareholders be sought in the event that the
Company intends to retain as an independent director, a person who has served in that capacity for more than 9 years.
The Board has assessed and recommended that Y Bhg Tan Sri Dato’ Seri Dr Haji Zainul Ariff bin Haji Hussain who has
served as Independent Non-Executive Director of the Company for more than 9 years, to continue to act as Independent
Non-Executive Director, subject to shareholders’ approval at the forthcoming AGM of the Company. Key justifications for his
continuance as Independent Non-Executive Director are as follows:
i. He fulfils the independent director criteria set out in the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad, and therefore, is able to bring independent and objective judgement to the Board.
ii. His relevant experience and expertise as set out in his profile on page 049 of the Annual Report enables him to provide
the Board with pertinent and a diverse set of expertise, skills and competence and thus all matters tabled to the Board
for consideration are well reviewed and deliberated.
iii. His long service and association with the Company enhances his knowledge and understanding of the business
operations of the Group which enable him to contribute actively and effectively during deliberations at Board meetings.
3. Statement Accompanying Notice of AGM
There is no individual standing for election (excluding re-election) as a Director at the forthcoming 37
th
AGM of the Company.
Notice of Annual General Meeting