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2. THE PROPOSED SHAREHOLDERS’ MANDATE
GAB had, at its 46th AGM held on 4 November 2010, obtained a mandate from its shareholders for the Company and/or its subsidiaries to enter
into recurrent related party transactions of a revenue or trading nature, which are necessary for the day-to-day operations in the ordinary course
of business of the Group.
The said mandate for recurrent related party transactions will, in accordance with the Listing Requirements, lapse at the conclusion of the
forthcoming 47th AGM scheduled for 3 November 2011 unless authority for its renewal is obtained from the shareholders of the Company at the
said AGM.
Pursuant to Chapter 10, Paragraph 10.09(2) of the Listing Requirements, a listed issuer may seek a shareholders’ mandate in respect of
recurrent related party transactions which are necessary for the day-to-day operations of the listed issuer and its subsidiaries, subject to the
following:
i) the transactions are in the ordinary course of business and are on terms not more favourable to the related party than those generally
available to the public;
ii) the shareholders’ mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions
conducted pursuant to the shareholders’ mandate during the financial year where the aggregate value is equal to or more than the
threshold prescribed under Paragraph 10.09(1) of the Listing Requirements;
iii) in a meeting to obtain shareholders’ mandate, the interested Director, interested Major Shareholder or interested Person Connected with
a Director or Major Shareholder and where it involves the interest of an interested Person Connected with a Director or Major Shareholder,
such Director or Major Shareholder, must not vote on the resolution approving the transactions. An interested Director or interested Major
Shareholder must also ensure that Persons Connected with him/her abstain from voting on the resolution approving the transactions;
and
iv) immediately announce to Bursa Securities when the actual value of a recurrent related party transaction entered into exceeds the estimated
value of the recurrent related party transactions disclosed in the circular to shareholders by 10% or more and must include the information
as may be prescribed by Bursa Securities in its announcement.
It is anticipated that companies within the Group would, in the ordinary course of business, enter into Recurrent Related Party Transactions
which are detailed in Section 2.2 of this Circular and that such transactions will continue to occur with some degree of frequency and may arise
at any point in time.
In view of the forthcoming expiry of the Shareholders’ Mandate, and the time-sensitivity, confidential and the frequent nature of such Recurrent
Related Party Transactions, the Board is seeking shareholders’ approval for the Proposed Shareholders’ Mandate at the forthcoming 47th
AGM of the Company for the Group to enter into the Recurrent Related Party Transactions as set out in Section 2.2 below. Such transactions
are to be entered into at arm’s length and on normal commercial terms which are not more favourable to the Related Parties than those
generally available to the public and which will not be detrimental to the minority shareholders of the Company. Such Recurrent Related Party
Transactions will be subject to the review procedures as set out in Section 2.3 below.
The Proposed Shareholders’ Mandate will take effect from the passing of the ordinary resolution proposed at the forthcoming AGM and will
continue to be in force (unless revoked or varied by the Company in general meeting) until the conclusion of the next AGM of the Company.
Thereafter, approval from the shareholders for subsequent renewals will be sought at each subsequent AGM of the Company.
Disclosure will be made in the Company’s Annual Report of the aggregate value of the Recurrent Related Party Transactions conducted
pursuant to the Proposed Shareholders’ Mandate during the financial year and in the Annual Reports for subsequent financial years during
which the Shareholders’ Mandate continues in force.