BIMB Integrated Annual Report 2017

NOTICE OF THE 21 ST ANNUAL GENERAL MEETING And that such Mandate shall continue to be in force until:- (i) the conclusion of the next AGM of the Company, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; (ii) the expiration of the period within which the next AGM after the date is required to be held pursuant to Section 340(2) of the Companies Act, 2016 (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of Companies Act 2016); or (iii) it is revoked or varied by a resolution passed by the shareholders in a general meeting. whichever is the earlier.” (Ordinary Resolution 7) 9. Proposed renewal of the authority for Directors to allot and issue new ordinary shares of BHB, for the purpose of the Company’s Dividend Reinvestment Plan (“ DRP ”) that provides the shareholders of BHB the option to elect to reinvest their cash dividend in new BHB Shares. “ THAT pursuant to the DRP as approved by the Shareholders at the Extraordinary General Meeting held on 27 October 2014 and subject to the approval of the relevant regulatory authority (if any), approval be and is hereby given to the Company to allot and issue such number of new BHB Shares from time to time as may be required to be allotted and issued pursuant to the DRP until the conclusion of the next Annual General Meeting upon such terms and conditions and to such persons as the Directors of the Company at their sole and absolute discretion, deem fit and in the interest of the Company PROVIDED THAT the issue price of the said new BHB Shares shall be fixed by the Directors based on the adjusted five (5) market days volume weighted average market price (“ VWAP ”) of BHB Shares immediately prior to the price-fixing date after applying a discount of not more than 10%, of which the VWAP shall be adjusted ex-dividend before applying the aforementioned discount in fixing the issue price; AND THAT the Directors and the Secretary of the Company be and are hereby authorised to do all such acts and enter into all such transactions, arrangements, deeds, undertakings and documents as may be necessary or expedient in order to give full effect to the DRP with full power to assent to any conditions, modifications, variations and/or amendments as may be imposed or agreed to by any relevant authorities (if any) or consequent upon the implementation of the said conditions, modifications, variations and/or amendments, by the Directors as they, in their absolute discretion, deem fit and in the best interest of the Company.” (Ordinary Resolution 8) 10. To transact any other ordinary business of which due notice shall have been given in accordance with the Companies Act 2016. By Order of the Board MARIA MAT SAID (LS 0009400) Company Secretary Kuala Lumpur 17 April 2018 330 BIMB HOLDINGS BERHAD Integrated Annual Report 2017