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PADINI HOLDINGS BHD PADINI (7052)

4.770 0.050 (1.06 %)

High: 4.770     Low: 4.720     Vol: 683,100 Average Vol: 7,288

last updated: 1-Nov-2017 4:56 PM
Company: PADINI HOLDINGS BHD
Date Announced: 22-Dec-2010
Subject: NOTICE OF RESOLUTIONS PASSED AT THE 29TH ANNUAL GENERAL MEETING HELD ON 22 DECEMBER 2010
Content: The Board of Directors of Padini Holdings Berhad (“Padini” or “the Company”) wishes to inform that all the Resolutions stated in the Notice of the Twenty Ninth Annual General Meeting of the Company held on Wednesday, 22 December 2010 at 10:00 a.m. at No. 19 Jalan Jurunilai U1/20, Hicom Glenmarie Industrial Park, 40150 Shah Alam, Selangor Darul Ehsan were duly passed. Resolutions 1 to 6 were passed as Ordinary Resolutions. The following Resolutions were passed under Special Business: Ordinary Resolution 7 - Proposed Authority for the Purchase by the Company of its own Shares “THAT, subject to the Companies Act, 1965, the Articles of Association of the Company, the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and the approval of such relevant government and/or regulatory authorities where necessary, the Company be and is hereby authorized to purchase its own ordinary shares (“Shares”) on the Bursa Securities (“Proposed Share Buy-Back”) at any time, upon such terms and conditions as the Directors shall in their discretion deem fit and expedient in the best interest of the Company provided that:- (a) The aggregate number of Shares in the Company which may be purchased and/or held by the Company shall not exceed ten percent (10%) of the prevailing issued and paid-up share capital of the Company at the time of purchase and the compliance with the public shareholding spread requirements as stipulated in Rule 8.02(1) of the Listing Requirements or such other requirements as may be determined by Bursa Securities from time to time; (b) The maximum funds to be allocated by the Company for the purpose of purchasing the Shares shall not exceed the Company’s latest audited retained profits and/or share premium accounts; (c) The authority conferred by this resolution will commence after the passing of this ordinary resolution and will continue to be in force until:- (i) the conclusion of the next Annual General Meeting (“AGM”) at which time it shall lapse unless by ordinary resolution passed at the meeting, the authority is renewed, either unconditionally or subject to conditions; or (ii) the expiration of the period within which the next AGM after that date is required by law to be held; or (iii) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting; whichever occurs first; and (d) Upon the purchase by the Company of its own Shares, the Board be and is hereby authorized to:- (i) cancel all or part of the Shares purchased pursuant to the Proposed Share Buy-Back (“Purchased Shares”); and/or (ii) retain all or part of the Purchased Shares as Treasury Shares; and/or (iii) distribute the Treasury Shares as share dividends to the Company’s shareholders for the time being; and/or (iv) resell the Treasury Shares on Bursa Securities. AND that authority be and is hereby given to the Board to take all such steps as necessary to implement, finalise and give full effect to and to implement the Proposed Share Buy-Back with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments (if any) as may be required or imposed by the relevant authorities from time to time and to do all such acts and things as the Board may deem fit and expedient in the best interest of the Company.” Special Resolution 1 Proposed Amendments to the Company’s Articles of Association “THAT the amendments to the Articles of Association of the Company as set out in Part B of the Circular to Shareholders dated 30 November 2010 be and is hereby approved and adopted AND THAT the Directors of the Company be and are hereby authorized to give full effect to the said amendments, alteration, modification and deletion to the Articles of Association of the Company as may be required by any relevant authorities as they deem fit, necessary or expedient.” Ordinary Resolution 8 Proposed Share Split involving the Subdivision of each Ordinary Share of RM0.50 each into five Ordinary Shares of RM0.10 each (“Proposed Share Split”) “THAT subject to the passing of the Special Resolution below and approvals being obtained from the relevant regulatory authorities and/or parties (where required), approval be and is hereby given to the Directors of the Company to subdivide each of the existing ordinary shares of RM0.50 each in the Company (“Padini Shares”) into five (5) ordinary shares of RM0.10 each in the Company (“Subdivided Shares”); THAT the Subdivided Shares shall, upon allotment and issue, rank pari passu in all respects among themselves and fractional entitlement will be disregarded and dealt with in such manner as the Directors in their absolute discretion think expedient and in the interest of the Company; THAT the Proposed Share Split will be applied for the shares held by the registered shareholders of the Company, whose names appear in the Record of Depositors of Padini at the close of business on a date to be determined by the Directors of the Company; AND THAT the Directors of the Company be and are hereby authorised to give effect to the Proposed Share Split with full powers to assent to any terms, modifications, conditions, variations and/or amendments as may be agreed to/required by the relevant regulatory authorities, to take all such steps and to do all acts and things in any manner as they may deem necessary in order to implement, finalise and give full effect to the Proposed Share Split.” Special Resolution 2 Proposed Amendment to the Memorandum and Articles of Association to facilitate the implementation of the Proposed Share Split (“Proposed Amendment”) “THAT, subject to the passing of the above Ordinary Resolution and approvals being obtained from the relevant parties, approval be and is hereby given to the Directors of the Company to: (a) delete the existing Clause 5 of the Memorandum of Association of the Company in its entirety and substituting in place thereof the following new Clause 5: “The authorised capital of the Company is Ringgit Malaysia One Hundred Million (RM100,000,000.00) only divided into one billion (1,000,000,000) ordinary shares of Ten Sen (RM0.10) each.”; and (b) delete the existing Article 3 of the Articles of Association of the Company in its entirety and substituting in place thereof the following new Article 3: “The authorised capital of the Company at the date of adoption of these Articles is Ringgit Malaysia One Hundred Million (RM100,000,000.00) only divided into one billion (1,000,000,000) ordinary shares of Ten Sen (RM0.10) each.’”
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