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2. DETAILS OF THE PROPOSALS
2.1 Proposed Shareholders’ Mandate
2.1.1 Introduction
GAB had, at its 47th AGM held on 3 November 2011, 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 48th AGM
scheduled for 22 November 2012 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 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 by the Company, 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 2.1.3 of this Circular and that such transactions will continue to occur with
some degree of frequency and may arise at any point in time.