NOTICE OF ANNUAL GENERAL MEETING
6. Explanatory Notes on Special Business
(i) Ordinary Resolution 6: Proposed authority to allot shares pursuant to sections 75 and 76 of the Companies Act 2016
The proposed Ordinary Resolution 6, if passed, will empower the Directors from the conclusion of this AGM, to allot and issue up to a maximum of 10% of the issued share capital of the Company (excluding treasury shares) at the time of issue for such purposes as they consider would be in the best interest of the Company. 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. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company.
This authority will provide flexibility to the Company for any possible fund-raising exercise, including but not limited to placement of shares for purpose of funding investment projects, working capital and/
or acquisition. At this juncture, there is no decision to issue new shares. If there should be a decision to issue new shares after the general mandate is obtained, the Company will make an announcement in respect of the purpose and/or utilisation of proceeds arising from such an issue of shares.
This is a renewal of the general mandate for the issue of new ordinary shares in the Company which was approved at the last AGM. The Company did not issue any new shares under the previous mandate.
(ii) Ordinary Resolution 7: Proposed Renewal and New Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature (“Proposal”)
The proposed Ordinary Resolution 7 is to seek shareholders’ approval on the related party transactions entered or to be entered into by the Kossan Group and the Related Party in the ordinary course of business. These are recurring transactions of a revenue or trading nature which are likely to occur with some degree of frequency and may arise at any time and from time to time. These transactions may be constrained by the time-sensitive nature and confidentiality of such transactions, and it may be impractical to seek shareholders’ approval on a case-by-case basis before entering into such related party transactions.
As such the Board is seeking an approval for the renewal and new shareholders’ mandate pursuant to Part E, Paragraph 10.09 of the Main Market Listing Requirements of the Bursa Malaysia Securities Berhad for the related party transactions to allow the Kossan Group to enter into such recurrent related party transactions, make at arm’s length basis and on normal commercial terms, not more favourable to the related parties than those generally available to the public and which will not be to the detriment of the minority shareholders of the Company. Further details on the Proposal can be obtained from Part A of the Document to shareholders of the Company dated 23 April 2021.
Notice of Annual General Meeting
(Cont’d)
By obtaining the shareholders’ mandate and the renewal of the same on an annual basis, the necessity to convene separate general meetings from time to time to seek shareholders’ approval as and when such recurrent related party transactions occur would not arise. This would reduce substantial administrative time, inconvenience and expenses associated with the convening of such meetings, without compromising the corporate objective of the Kossan Group or adversely affecting the business opportunities available to the Kossan Group.
(iii) Ordinary Resolution 8: Proposed Renewal of Authority for Share Buy-Back
The proposed Ordinary Resolution 8, if passed, will empower the Directors to purchase the Company’s shares of up to a maximum of ten per cent (10%) of the issued share capital of the Company (excluding treasury shares) by utilizing funds allocated out of retained profits of the Company. Further information on the Proposed Renewal of Authority for Share Buy-Back is set out in Part B of the Document to Shareholders dated 23 April 2021 accompanying the Company’s 2020 Annual Report.
STATEMENT ACCOMPANYING THE NOTICE OF ANNUAL GENERAL MEETING
Details of the Directors who are standing for re-election at this Annual General Meeting can be found on pages 15 to 19 on the Profile of the Board of Directors in the Company’s 2020 Annual Report.
Personal Data Privacy
By registering for the RPV and/or submitting an instrument appointing a proxy(ies) and/or representative(s) to participate and vote at the AGM via RPV, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”). (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands losses and damages as a result of the member’s breach of warranty.
Notice of Annual General Meeting
(Cont’d)
KOSSAN RUBBER INDUSTRIES BHD.
Company No. 197901003918 (48166-W)) (Incorporated in Malaysia)
No. of Shares held CDS Account No.