THIS CIRCULAR/STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

Bursa Malaysia Securities Berhad ("Bursa Securities") has not perused this Circular/Statement prior to its issuance as it is an exempt document pursuant to Practice Note 18 of Main Market Listing Requirements of Bursa Securities.

Bursa Securities takes no responsibility for the contents of this Circular/Statement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon the whole or any part of the contents of this Circular/Statement.

GLOMAC BERHAD

[Registration No: 198301015139 (110532-M)]

(Incorporated in Malaysia)

PART A

CIRCULAR TO SHAREHOLDERS

IN RELATION TO THE

PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE FOR RECURRENT

RELATED PARTY TRANSACTIONS OF A REVENUE AND/OR TRADING NATURE

PART B

STATEMENT TO SHAREHOLDERS

IN RELATION TO THE

PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

The resolutions in respect of the above proposals will be tabled as special businesses at the Thirty- Seventh Annual General Meeting ("37th AGM") of the Company to be held as a fully virtual meeting conducted entirely through live streaming and remote voting using the remote participation and voting facilities hosted on the Securities Services e-Portal at https://sshsb.net.my/provided by SS E Solutions Sdn. Bhd. at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia on Wednesday, 27 October 2021 at 11.00 a.m. or at any adjournment thereof. The Notice of the 37th AGM together with the Form of Proxy and the Administrative Details for the 37th AGM are available at the Company's website at https://www.glomac.com.my/shareholders-meeting/.

A member entitled to attend and vote at the 37th AGM is entitled to appoint one (1) or more person to be his proxy to attend and vote on his behalf. If you intend to appoint a proxy to attend and vote at the 37th AGM on your behalf, you may complete the Form of Proxy and deposit it to SS E Solutions Sdn. Bhd. at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia not later than forty-eight (48) hours before the time set of holding the 37th AGM. The proxy appointment may also be lodged electronically via Securities Services e-Portal at https://sshsb.net.my/. All the resolutions set out in the Notice of 37th AGM are to be voted by poll. The lodging of the Form of Proxy will not preclude you from attending and voting in person at our 37th AGM should you subsequently wish to do so.

Should you wish to personally participate at the Meeting remotely, please register electronically via Securities Services e-Portal at https://sshsb.net.my/by the registration cut-off date and time. For more information, please refer to the Administrative Details.

IMPORTANT DATES:

Last date and time for lodging the Form of Proxy

:

Monday, 25 October 2021 at 11:00 a.m.

Date and time of the 37th AGM

:

Wednesday, 27 October 2021 at 11:00 a.m.

This Circular/Statement is dated 28 September 2021

DEFINITIONS

For the purpose of this Circular/ Statement, except where the context otherwise requires, the following definitions shall apply:

Act

:

The Companies Act 2016, as amended from time to time and any re-

enactment thereof

AGM

:

Annual General Meeting

Board

:

Board of Directors of Glomac

Bursa Depository

:

Bursa Malaysia Depository Sdn. Bhd. [Registration No. 198701006854

(165570-W)]

Bursa Securities or the

:

Bursa Malaysia Securities Berhad [Registration No. 200301033577

Exchange

(635998-W)]

Circular

:

Circular/Statement to Shareholders dated 28 September 2021

Code

:

Malaysian Code on Take-overs and Merger 2016, as amended from

time to time and any re-enactment thereof

Director(s)

:

Director(s) of Glomac or its subsidiary (as the case may be) and shall

have the same meaning given in Section 2(1) of the Capital Markets and

Services Act 2007, and for the purpose of the Proposed Renewal of

Existing Shareholders' Mandate, includes any person who is or was

within the preceding six (6) months of the date on which the terms of the

transactions were agreed upon, a director or a chief executive of Glomac

or its subsidiary or holding company

EPS

:

Earnings per share

FYE

:

Financial year ended/ending, as the case maybe

Glomac or Company

:

Glomac Berhad [Registration No: 198301015139 (110532-M)]

Glomac Group or Group

:

Collectively Glomac and its subsidiaries

Glomac Share(s)

:

Ordinary share(s) in Glomac

Interested Directors

:

Collectively, Tan Sri Dato' Mohamed Mansor bin Fateh Din, Datuk Fong

and Interested

Loong Tuck and Datuk Seri Fateh Iskandar bin Tan Sri Dato' Mohamed

Major Shareholders

Mansor

Listing Requirements

:

Main Market Listing Requirements of Bursa Securities including any

amendment thereto that may be made from time to time

LPD

:

30 August 2021, being the latest practicable date before the printing of

this Circular

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i

DEFINITIONS

Major Shareholder(s)

:

A person who has an interest or interests in one (1) or more voting

shares in the Company and the aggregate number of those shares, is:

(i)

10% or more of the total number of voting shares in the Company;

or

(ii)

5% or more of the total number of voting shares in the Company

where such person is the largest shareholder of the Company

For the purpose of this definition, "interest in shares" shall have the

meaning given in Section 8 of the Act. For the purpose of the Proposed

Renewal of Existing Shareholders' Mandate, it includes any person who

is or was within the preceding six (6) months of the date on which the

terms of the transactions were agreed upon, a Major Shareholder of the

Company or any other corporation which is its subsidiary or holding

company

Market Day

:

Any day on which the stock market of Bursa Securities is open for the

trading of securities

N/A

:

Net assets attributable to ordinary equity holders of Glomac

Person(s) Connected

:

In relation to a Director or Major Shareholder (referred to as "said

Person"), who falls under any one (1) of the following categories:

(i)

a family member of the said Person (for the purpose of this

definition, "family" means and includes spouse, parent, child

including an adopted child or stepchild, brother, sister and the

spouse of his child including an adopted child or stepchild, brother

or sister);

(ii)

a trustee of a trust (other than a trustee for a share scheme for

employees or pension scheme) under which the said Person, or a

family member of the said Person, is the sole beneficiary;

(iii)

a partner of the said Person;

(iv)

a person, or where the person is a body corporate, the body

corporate or its director(s) who is/are accustomed or under an

obligation, whether formal or informal, to act in accordance with

the directions, instructions or wishes of the said Person;

(v)

a person, or where the person is a body corporate, the body

corporate or its director(s), in accordance with whose directions,

instructions or wishes the said Person is accustomed or is under

an obligation, whether formal or informal, to act;

(vi)

a body corporate in which the said Person, or persons connected

with him are entitled to exercise or control the exercise of, not less

than 20% of the votes attached to voting shares in the body

corporate; or

(vii)

a body corporate which is a related corporation (for the purpose of

this definition, "related corporation" means a corporation which is

the holding company of another corporation; a subsidiary of

another corporation; or a subsidiary of the holding company of

another corporation) of the said person

ii

DEFINITIONS

Prevailing Laws

:

Any prevailing laws, rules, regulations, orders, guidelines and

requirements issued by the relevant authorities at the time of the

Proposed Renewal of Share Buy-Back Authority

Proposals

:

Collectively, the Proposed Renewal of Existing Shareholders' Mandate

and the Proposed Renewal of Share Buy-Back Authority

Proposed

Renewal

of

:

Proposed renewal of authority of a share buy-back exercise of up to

Share Buy-Back Authority

10% of the total number of issued shares of Glomac

Proposed

Renewal

of

:

Proposed renewal of existing shareholders' mandate for Glomac

Existing

Shareholders'

and/or its subsidiaries to enter into RRPTs

Mandate

Purchased Shares

:

Glomac Shares that have been purchased by the Company pursuant

to the Proposed Renewal of Share Buy-Back Authority

Recurrent

Related

Party

:

Recurrent related party transaction(s) of a revenue or trading nature

Transaction(s)

or

which are necessary for day-to-day operations and are entered into or

RRPT(s)

to be entered into by the Group in the ordinary course of business

which involves the interest, direct or indirect of Related Party(ies)

Related Party(ies)

:

Director(s), Major Shareholder(s) or person(s) connected with such

Director(s) or Major Shareholder(s) of Glomac Group as defined herein

RM and sen

:

Ringgit Malaysia and sen respectively, being the lawful currency of

Malaysia

Rules

of

Bursa

:

The rules of Bursa Depository as issued pursuant to the Securities

Depository

Industry (Central Depositories) Act 1991

All references in this Circular to "we", "us", "our" and "ourselves" are to Glomac and, where the context requires otherwise, to Glomac and its subsidiaries collectively. All references to "you" in this Circular are to the shareholders of Glomac who are entitled to attend and vote at the 37th AGM and whose names appear in our Record of Depositors on 20 October 2021.

In this Circular, words denoting the singular shall, where applicable, include the plural and vice versa, and words denoting any gender shall, where applicable, include all genders. Reference to persons shall also include corporations.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise stated.

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iii

TABLE OF CONTENTS

PART A - PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE

PAGE

1.0

INTRODUCTION

2

2.0

DETAILS OF THE PROPOSED RENEWAL OF EXISTING SHAREHOLDERS'

3

MANDATE

3.0

PRINCIPAL ACTIVITIES OF THE GLOMAC GROUP

4-6

4.0

CLASSES OF RELATED PARTIES

6

5.0

DETAILS OF RECURRENT RELATED PARTY TRANSACTIONS CONTEMPLATED

6-9

UNDER THE PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE

6.0

RATIONALE FOR THE PROPOSED RENEWAL OF EXISTING SHAREHOLDERS'

10

MANDATE

7.0

INTEREST OF INTERESTED DIRECTORS, MAJOR SHAREHOLDERS AND/OR

11-12

PERSONS CONNECTED

8.0

FINANCIAL EFFECTS

12

9.0

APPROVAL REQUIRED

12

10.0

BOARD OF DIRECTORS' STATEMENT AND RECOMMENDATION

12

11.0

AGM

12-13

12.0

ADDITIONAL INFORMATION

13

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iv

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Glomac Bhd published this content on 28 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 September 2021 04:21:09 UTC.