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KUMPULAN FIMA BERHAD

(11817-V) |

Annual Report

2016

Ordinary Resolution 9

whichever is earlier,

AND FURTHER THAT the Directors of the Company and/or any of them be and are/

is (as the case may be) hereby authorised to complete and do all such acts and things

(including executing such documents under the common seal in accordance with the

provisions of the Articles of Association of the Company, as may be required) as they

may consider expedient or necessary to give effect to the proposed mandate.”

9.

ORDINARY RESOLUTION – PROPOSED SHARE BUY-BACK

“THAT subject to the Act, rules and regulations and orders made pursuant to the

Act, provisions of the Company’s Memorandum and Articles of Association and the

requirements of the Bursa Securities and any other relevant authority, the Directors

of the Company be and are hereby authorised to purchase such amount of ordinary

shares of RM1.00 each in the Company’s issued and paid-up share capital as may be

determined by the Directors of the Company from time to time through Bursa Securities,

subject further to the following:

(i) the number of ordinary shares of RM1.00 each in the Company (“Shares”) which

may be purchased or held by the Company shall not exceed 10% of the issued and

paid-up share capital of the Company;

(ii) the maximum fund to be allocated by the Company for the purpose of purchasing

the Shares shall not exceed the total retained profits, and/or share premium

account, if any, of the Company. The audited retained profits of the Company as at

31 March 2016 amounted to RM59,384,100;

(iii) the authority conferred by this resolution will be effective immediately upon passing

of this ordinary resolution and shall continue to be in force until:

(a) the conclusion of the next Annual General Meeting of the Company following

the general meeting in which the authorisation is obtained, at which time it

shall lapse unless by ordinary resolution passed at that meeting, the authority

is renewed, either unconditionally or subject to conditions; or

(b) the expiration of the period within which the next Annual General Meeting

after that date is required by law to be held; or

(c) revoked or varied by ordinary resolution passed by the shareholders of the

Company in a general meeting;

whichever occurs first, but not so as to prejudice the completion of purchase(s) by the

Company before the aforesaid expiry date and, in any event, in accordance with the

provisions of the guidelines issued by the Bursa Securities and any prevailing laws, rules,

regulations, orders, guidelines and requirements issued by any relevant authorities.

(iv) upon completion of each purchase of Shares by the Company, the Directors of

the Company be and are hereby authorised to cancel the Shares so purchased

or to retain the Shares so purchased as treasury shares for resell on the Bursa

Securities in accordance with the relevant rules of the Bursa Securities and/or

for distribution as share dividends to the shareholders of the Company or retain

part of the Shares so purchased as treasury shares and cancel all or part of them

subsequently;

AND THAT the Directors of the Company be and are hereby authorised to take all such

steps as are necessary or expedient to implement, finalise or to effect the purchase(s) or

shares with full powers to assent to any conditions, modifications, resolutions, variations

and/or amendments (if any), as may be imposed by the relevant authorities and to do all

such acts and things as the Directors may deem fit and expedient in the best interest of

the Company.”