Extraordinary General Meeting Print E-mail

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Globetronics Technology Bhd (“GTB” or “Company”) will be held at Merbah Room, Lower Level, Hotel Equatorial Penang, No. 1 Jalan Bukit Jambul, 11900 Bayan Lepas, Penang on Tuesday, 08 May 2018 at 11.00 am or immediately following the conclusion or adjournment of the 21st Annual General Meeting of the Company, scheduled to be held at the same venue and on the same date at 10.30 am, for the purpose of considering and, if thought fit, passing with or without modifications, by way of poll, the following resolutions:-


ORDINARY RESOLUTION 1
PROPOSED SUBDIVISION OF EVERY 1 EXISTING ORDINARY SHARE IN GTB (“GTB SHARE(S)” OR “SHARE(S)”) INTO 2 ORDINARY SHARES IN GTB (“SUBDIVIDED SHARE(S)”) HELD ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER (“ENTITLEMENT DATE”) (“PROPOSED SUBDIVISION”)

“THAT, subject to the passing of Ordinary Resolution 2 below and subject to the approval of all relevant authorities or parties being obtained including but not limited to the approval of Bursa Malaysia Securities Berhad (“Bursa Securities”) for the listing of and quotation for the Subdivided Shares on the Main Market of Bursa Securities, the Board of Directors of GTB (“Board”) be and is hereby authorised to subdivide every 1 existing GTB Share into 2 Subdivided Shares held by shareholders of GTB whose names appear in the Record of Depositors of the Company on the Entitlement Date.
THAT the Subdivided Shares shall upon allotment and issue, rank equally in all respects with the existing GTB Shares;
AND THAT the Board be and is hereby authorised to sign and execute all documents, do all acts, deeds and things as may be required to give effect to and to complete the Proposed Subdivision with full power to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or permitted by the relevant authorities and to deal with all matters relating thereto and to take all such steps and do all acts, deeds and things for and on behalf of the Company in any manner as they may deem fit, necessary and/or expedient in order to implement, finalise and give full effect to the Proposed Subdivision.”

ORDINARY RESOLUTION 2
PROPOSED BONUS ISSUE OF UP TO 96,651,980 NEW SUBDIVIDED SHARES (“BONUS SHARE(S)”) ON THE BASIS OF 1 BONUS SHARE FOR EVERY 6 SUBDIVIDED SHARES HELD ON THE SAME ENTITLEMENT DATE AS THE PROPOSED SUBDIVISION (“PROPOSED BONUS ISSUE”)

“THAT,subject to the passing of Ordinary Resolution 1 above and subject to the approval of all relevant authorities or parties, including but not limited to the approval of Bursa Malaysia Securities Berhad (“Bursa Securities”) for the listing of and quotation for up to 96,651,980 Bonus Shares on the Main Market of Bursa Securities, the Board of Directors of GTB (“Board”) be and is hereby authorised to issue up to 96,651,980 Bonus Shares to be credited as fully paid-up to all shareholders of the Company whose name appear in the Record of Depositors of the Company as at the close of business on a date to be determined and announced later by the Board, on which the entitled shareholders are entitled to the Proposed Bonus Issue of up to 96,651,980 Bonus Shares (“Entitlement Date”), on the basis of 1 Bonus Share for every 6 Subdivided Shares held in the Company on the Entitlement Date;
THAT,the Board be and is hereby authorised to capitalise the sum of up to RM24,199,902 from the share premium accounts of the Company for the purpose of the Proposed Bonus Issue;
THAT, the Board be and is hereby authorised to deal with any fractional entitlements that may arise from the Proposed Bonus Issue, if any, in such manner as the Board shall at its absolute discretion deems fit and expedient and to be in the best interests of the Company;
THAT, the Bonus Shares shall upon allotment and issue, rank equally in all respects with the existing GTB Shares;
AND THAT the Board be and is hereby authorised to sign and execute all documents, do all acts, deeds and things as may be required to give effect to and to complete the Proposed Bonus Issue with full power to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or permitted by the relevant authorities and to deal with all matters relating thereto and to take all such steps and do all acts, deeds and things for and on behalf of the Company in any manner as they may deem fit, necessary and/or expedient in order to implement, finalise and give full effect to the Proposed Bonus Issue.”


SPECIAL RESOLUTION
PROPOSED ALTERATION OR AMENDMENT OF THE CONSTITUTION OF THE COMPANY

“THAT approval be and is hereby given to alter or amend the whole of the existing Constitution of the Company by the replacement thereof with a new Constitution of the Company as set out in Appendix II of the Circular to Shareholders dated 09 April 2018 with immediate effect.
AND THAT the Board of Directors of the Company be and is hereby authorised to assent to any conditions, modifications and/or amendments as may be required by any relevant authorities, and to do all acts and things and take all such steps as may be considered necessary to give full effect to the foregoing.”

By Order of the Board,

LEE PENG LOON (MASC 01258)
P’NG CHIEW KEEM (MAICSA 7026443)
Company Secretaries
Penang
Date : 09 April 2018

NOTES

  1. A proxy may but need not be a member of the Company.
  2. For a proxy to be valid, the proxy form duly completed must be deposited at the registered office of the Company at 51-21-A Menara BHL Bank, Jalan Sultan Ahmad Shah, 10050 Penang not less than 24 hours before the time appointed for the taking of the poll or at any adjournment thereof. Last date and time for lodging of Proxy Form will be on Monday, 07 May 2018 at 11.00 am (being the approximate time appointed for the taking of the poll at the 21st AGM of the Company).
  3. A member shall be entitled to appoint one (1) or more proxies to attend and vote instead of him at the same meeting and where a member appoints two (2) or more proxies to vote at the same meeting, such appointment shall be invalid unless he specifies the proportion of his shareholding to be represented by each proxy.
  4. Where a member is an exempt authorized nominee which holds ordinary shares of the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies it may appoint in respect of each omnibus account it holds.
  5. In the case of a corporate member, the proxy form must be executed under the corporation’s common seal or under the hand of an officer or attorney duly authorised.
  6. For the purpose of determining a member who shall be entitled to attend the EGM, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to issue a General Meeting Record of Depositors as at 25 April 2018. Only depositors whose name appears on the Record of Depositors as at 25 April 2018 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his/her behalf.
  7. Pursuant to Paragraph 8.29A of the Listing Requirements of Bursa Securities, all the resolutions set out in this Notice will be put to vote by poll.

 

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