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10.
PROPOSED RENEWAL OF THE AUTHORITY FOR SHARES BUY-BACK
Resolution 11
“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 KFima (“KFima 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 KFima 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.
THAT the Directors be and are hereby authorized to deal with the KFima Shares so purchased at their discretion,
in the following manner:-
(i) cancel the KFima Shares so purchased; or
(ii) retain the KFima Shares so purchased as treasury shares which may be dealt with in accordance with Section
127(7) of the Act; or
(iii) retain part of the KFima Shares so purchased as treasury shares and cancel the remainder of the KFima
Shares,
or in any other manner as may be prescribed by the Act, all applicable laws, regulations and guidelines applied
from time to time by Bursa and/or other relevant authority for the time being in force and that the authority to
deal with the purchased KFima Shares shall continue to be valid until all the purchased KFima Shares have been
dealt with by the Directors of the Company;
THAT the authority conferred by this resolution shall be effective immediately upon the passing of this resolution
and shall continue to be in force until:-
(i) the conclusion of the next AGM of the Company, at which time it shall lapse, unless by ordinary resolution
passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or
(ii) the expiration of the period within which the next AGM of the Company 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,
whichever occurs first but not so as to prejudice the completion of purchase(s) by the Company before the
aforesaid expiry date and, in any event, in accordance with the provisions of the Bursa Listing Requirements or
any other relevant authorities;
AND FURTHER THAT the Board be and is hereby authorized to do all such acts and things and to take all such
steps as they deem fit, necessary, expedient and/or appropriate in order to complete and give full effect to the
purchase by the Company of its own shares with full powers to assent to any condition, modification, variation
and/or amendment as may be required or imposed by the relevant authorities.”
11.
RETENTION OF INDEPENDENT DIRECTORS OF THE COMPANY
(i) “THAT approval be and is hereby given to Encik Azizan bin Mohd Noor who has served as an Independent
Non-Executive Director of the Company for a cumulative term of more than nine (9) years, be and is hereby
retained as an Independent Non-Executive Director of the Company until the conclusion of the next AGM of
the Company.”
Resolution 12
Kumpulan Fima Berhad
(11817-V)
Annual Report 2019
04