2018 UEM Edgenta Annual Report

EXPLANATORY NOTES ON SPECIAL BUSINESS:- ORDINARY RESOLUTION 8 – AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016 The existing general mandate for the authority to allot and issue shares was approved by the shareholders of the Company at the 55 th AGM held on 10 May 2018. As at the date of this notice, the Company did not issue any shares pursuant to this mandate obtained. The proposed Ordinary Resolution 8 is a renewal of the general mandate for the authority to allot and issue shares pursuant to Sections 75 and 76 of the Act. The Ordinary Resolution 8, if passed, will empower the Directors to allot and issue up to 10% of the issued and paid up share capital of the Company for the time being for such purposes as the Directors consider would be in the best interest of the Company. This authority, unless revoked or varied by the Company in a general meeting, will expire at the conclusion of the next AGM of the Company. The authority will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for the purpose of funding future investment project(s), working capital and/or acquisition(s). This would eliminate any delay arising from and cost involved in convening a general meeting to obtain approval of the shareholders for such issuance of shares. ORDINARY RESOLUTION 9 – PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE The proposed Ordinary Resolution 9, if passed, will allow the Company and its subsidiaries to enter into recurrent related party transactions which are of a revenue or trading nature and necessary for the UEM Edgenta Group’s day-to-day operations, subject to the transactions being carried out in the ordinary course of business and on terms not to the detriment of the minority shareholders of the Company. In addition, it will eliminate the necessity to convene separate general meetings from time to time to seek shareholders’ approval as and when such recurrent related party transactions occur. This would reduce substantial administrative time and expenses associated with the convening of such meetings without compromising the corporate objectives of the Group or affecting the business opportunities available to the Group. The shareholders’ mandate is subject to renewal on an annual basis. The details on the Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature are set out in Part A of Appendix I in Part I of the Circular to Shareholders dated 16 April 2019, which is despatched together with the Company’s 2018 Annual Report. ORDINARY RESOLUTION 10 – PROPOSED NEW SHAREHOLDERS’ MANDATE FOR ADDITIONAL RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE Ordinary Resolution 10 is to seek shareholder’s mandate in relation to additional recurrent related party transactions to be entered into by the Company and its subsidiaries. This resolution, if passed, will enable the Group to enter into recurrent related party transactions of a revenue or trading nature which are necessary for the Group’s day-to-day operations, subject to the transactions being in the ordinary course of business and on normal commercial terms which are not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company. This mandate will eliminate the necessity to convene separate general meetings from time to time to seek shareholders’ approval as and when such recurrent related party transactions occur. This would reduce substantial administrative time and expenses associated with the convening of such meetings without compromising the corporate objectives of the Group or affecting the business opportunities available to the Group. The shareholders’ mandate is subject to renewal on an annual basis. The details on the Proposed New Shareholders’ Mandate for Additional Recurrent Related Party Transactions of a Revenue or Trading Nature are set out in Part B of Appendix I in Part I of the Circular to Shareholders dated 16 April 2019, which is despatched together with the Company’s 2018 Annual Report. SPECIAL RESOLUTION - PROPOSED AMENDMENT The Proposed Amendment to the existing Memorandum & Articles of Association (“Existing Constitution”) is to ensure continued compliance and to bring the Existing Constitution of the Company in line with the following laws and regulations:- (i) Amendments made to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad which were issued on 29 November 2017; and (ii) Companies Act 2016 which came into effect on 31 January 2017. The shareholders’ approval is sought in accordance with Section 36(1) of the Act for the Company to alter and amend the whole of the Existing Constitution by the replacement thereof with the new Constitution as set out in Part II of the Circular to Shareholders dated 16 April 2019 accompanying the Company’s Annual Report 2018. The Proposed Amendment shall take effect once the proposed Special Resolution has been passed by a majority of not less than 75% of such members who are entitled to vote and do vote in person or by proxy at the 56 th Annual General Meeting to be held on 15 May 2019. NOTICE OF THE 56 TH ANNUAL GENERAL MEETING Management Discussion & Analysis UEM Edgenta Berhad Annual Report 2018 About UEM Edgenta Chairman’s Statement 286