CAHYA MATA SARAWAK ANNUAL REPORT 2016

www.cmsb .com.my Cahya Mata Sarawak Berhad 212 Section 09 A n n u a l g e n e r a l m e e t i n g 2 01 7 NOTICE OF 42 ND ANNUAL GENERAL MEETING 10. Proposed Renewal of Shareholders’ Mandate in respect of the Authority for Purchase by the Company of its Own Shares (“Proposed Shareholders’ Mandate for Share Buy-Back”) “THAT subject to Section 127 of the Companies Act 2016, provisions of theMemorandum and Articles of Association of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other relevant authorities, the Company be and is hereby authorised to renew the approval granted by the shareholders of the Company at the Forty-First Annual General Meeting of the Company held on 27 April 2016, authorising the Directors of the Company to exercise the power of the Company to purchase such amount of ordinary shares in the Company from time to time through Bursa Securities subject further to the following: (a) the aggregate number of shares purchased does not exceed 10% of the total issued and paid-up ordinary share capital of the Company (“Purchased Shares”) at the point of purchase; (b) the maximum funds to be allocated by the Company for the purpose of purchasing the Purchased Shares shall not exceed the total retained profits and share premium account of the Company at the time of the purchase(s); and (c) the authority conferred by this resolution will commence immediately upon passing of this resolution and will continue to be in force until: (i) the conclusion of the next Annual General Meeting of the Company; (ii) the expiration of the period within the next Annual General Meeting of the Company subsequent to the date it is required to be held pursuant to Section 340(2) of the Companies Act 2016 (“the Act”) but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act; or (iii) revoked or varied by a resolution passed by the shareholders in general meeting, whichever is earlier. (d) Upon the completion of the purchase(s) of the Purchased Shares, the Directors of the Company be and are hereby authorised to deal with the Purchased Shares in the following manner: (i) to cancel the Purchased Shares so purchased; or (ii) to retain the Purchased Shares so purchased as treasury shares for distribution as dividend to the shareholders and/or resell on the market of Bursa Securities; or (iii) to retain part of the Purchased Shares so purchased as treasury shares and cancel the remainder; or (iv) to deal in such other manner as Bursa Securities and such other relevant authorities may allow from time to time. AND THAT the Directors of the Company be and are hereby authorised to take all such steps as are necessary to implement, finalise and give full effect to the Proposed Shareholders’ Mandate for Share Buy-Back with full power to assent to any conditions, modifications, variations and/or amendments (if any) as may be imposed by the relevant authorities and with fullest power to do all such acts and things thereafter as the Directors may deem fit and expedient in the best interest of the Company.” Ordinary Resolution 10