| ANNUAL REPORT 2015
208
NOTICE OF 24TH ANNUAL GENERAL MEETING
Notes:
1.
Only a depositor whose name appears on the Record of Depositors as at 16 November 2015 shall be entitled to attend and vote at the meeting
as well as for appointment of proxy(ies) to attend and vote on his stead.
2.
A proxy may but need not be a member of the Company, an advocate, an approved company auditor or a person approved by the Registrar
of Companies, and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
3.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the
appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
4.
A member shall not, subject to Paragraphs (5) and (6) below, be entitled to appoint more than 2 proxies to attend and vote at the same
meeting. Where a member appoints more than 1 proxy to attend and vote at the same meeting, such appointment shall be invalid unless the
member specifies the proportion of his shareholding to be represented by each proxy.
5.
Where a member is an authorised nominee, as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least
1 proxy but not more than 2 proxies in respect of each securities account it holds which is credited with ordinary shares of the Company.
The appointment of 2 proxies in respect of any particular securities account shall be invalid unless the authorised nominee specifies the
proportion of its shareholding to be represented by each proxy.
6.
Where a member is an exempt authorised nominee (EAN) as defined under the Securities Industry (Central Depositories) Act 1991 which holds
ordinary shares in the Company for multiple beneficial owners in one securities account (omnibus account), there is no limit to the number
of proxies which the EAN may appoint in respect of each omnibus account it holds. The appointment of 2 or more proxies in respect of any
particular omnibus account shall be invalid unless the EAN specifies the proportion of its shareholding to be represented by each proxy.
7.
The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of that
power or authority shall be deposited at the Company’s Registered Office at Lot 10, The Highway Centre, Jalan 51/205, 46050 Petaling Jaya,
Selangor Darul Ehsan, Malaysia not less than 48 hours before the time for holding the meeting or any adjournment thereof.
Explanatory Notes:
1.
Item 1 of the Agenda
- This item is meant for discussion only as pursuant to Section 169(1) of the Companies Act, 1965, it does not require
shareholders’ approval for the Audited Financial Statements. Henceforth, this item is not put forward for voting.
2.
Items 6 & 7 of the Agenda -
The resolutions, if approved, will authorise the continuity in office of the respective Directors. An annual assessment
on the effectiveness of each Director (including the independence of Independent Non-Executive Directors) has been undertaken for the
financial year ended 30 June 2015 and the result was satisfactory to the Board.
3.
Item8 of the Agenda -
The resolution, if approved, will renew the existing mandate granted by the shareholders of the Company under Section
132D of the Companies Act, 1965 at the preceding annual general meeting held on 20 November 2014, and to empower the Directors to
issue up to 10% of the issued and paid-up share capital (excluding treasury shares) of the Company from time to time for such purposes as
the Directors consider would be in the best interest of the Company. This is to provide flexibility and avoid any delay and cost in convening a
general meeting for such issuance of shares for any possible fund raising activities, including but not limited to further placing of shares, for
the purpose of funding current or future investment projects, working capital, repayment of bank borrowings, acquisitions and/or so forth.
The authorisation, unless revoked or varied by the Company at a general meeting, will expire at the conclusion of the next annual general
meeting or the expiration of the period within which the next annual general meeting is required by law to be held, whichever is the earlier.
As at the date of this Notice, no new shares in the Company were issued pursuant to the existing mandate which will lapse at the conclusion
of the forthcoming annual general meeting.
4.
Items 9 & 10 of the Agenda -
The details of the proposals are set out in Parts A and B of the Circular to Shareholders dated 29 October 2015,
which is despatched together with the Company’s Annual Report 2015.
Details of Individuals who are standing for election as Directors
No individual is seeking election as a Director at the forthcoming 24th AGM of the Company.
Statement relating to general mandate for issue of securities in accordance with Paragraph 6.03(3) of the MMLR
The details of the general mandate are set out in Item 3 of the Explanatory Notes of the Notice of 24th AGM dated 29 October 2015.
STATEMENT ACCOMPANYING
NOTICE OF 24TH ANNUAL GENERAL MEETING
[Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements (“MMLR”)
of Bursa Malaysia Securities Berhad]
(cont’d)
