notice.agm.doc
TRANSCRIPT
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NOTICE OF MEETING
NOTICE IS HEREBY GIVEN THAT THE THIRTY FIRST ANNUAL GENERAL
MEETING of the Company will be held at the Ballroom 1, Lower Ground, Eastin Hotel, 13
Section 16/11, Jalan Damansara, 46350 Petaling Jaya, Selangor on Thursday 21 st June, 2001at 12.00 noon for the following purposes:-
1. To receive and adopt the Audited Statement of Accounts of the Company and of the
Group for the year ended 31st December 2000 and the Directors' and Auditors' Report
thereon. Resolution 1
2. To approve Directors' Fees. Resolution 2
3. To re-elect YBhg Datuk Haji A. Rahim bin Abdullah who retire in accordance with
Article78 of the Company's Articles of Association. Resolution 3
4. To re-appoint Messrs. Arthur Andersen & Co. as Auditors and to authorise the Directorsto fix their remuneration. Resolution 4
5. As special business, to consider and if thought fit, to pass the following resolutions:-
a) Ordinary Resolution - Authority to issue shares pursuant to Section 132D of the
Companies Act, 1965
"That pursuant to Section 132D of the Companies Act, 1965, the Directors be and
are hereby authorised to issue shares in the Company at any time until the
conclusion of the next Annual General Meeting and upon such terms and
conditions and for such purposes as the Directors may in their absolute discretiondeem fit provided that the aggregate number of shares to be issued does not exceed
ten per cent (10%) of the issued share capital of the Company for the time being,
subject always to the approval of all the relevant regulatory bodies being obtained
for such allotment and issue. Resolution 5
b) Special Resolution - Proposed Amendments to the Articles of Association of the
Company
"That the alterations, modifications and additions to the Articles of Association of
the Company as set out in Appendix A attached to the Annual Report for 2000 be
and are hereby approved." Resolution 6
6. To transact any other ordinary business for which due notice has been given.
Resolution 7
BY ORDER OF THE BOARD
MAT RASHID YEOP
Company Secretary
Kuala Lumpur
30th May 2001
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NOTE :
A member entitled to attend and vote at the abovementioned meeting may appoint a proxy to
attend and vote on his behalf and such proxy need not be a member of the Company. The
instrument appointing such a proxy must be deposited at the Registered Office of the
Company, 11th Floor, Wisma MBSB, 48 Jalan Dungun, Damansara Heights, 50490 Kuala
Lumpur, not less than 48 hours before the meeting.
Explanatory Notes to Special Business
Resolution 5 - Authority to issue shares pursuant to Section 132D of the Companies Act,
1965
Under the Companies Act, 1965, the Directors would have to call for a general meeting to
approve the issuance of new shares even though the number of shares involved is less than 10
per cent of the issued capital of the Company for the time being. In order to avoid any delay
and cost involved in convening a general meeting, it is thus considered appropriate to seek
shareholders' approval for the Directors to issue shares (other than bonus or rights issues) in
the Company up to an aggregate amount not exceeding 10 per cent of the issued capital of the
Company for the time being and also to empower the Directors to obtain approval from the
Kuala Lumpur Stock Exchange for the listing of and quotation for the additional shares so
issued. This authority unless revoked or varied at a general meeting will expire at the next
Annual General Meeting of the Company.
Resolution 6 - Proposed Amendments to the Articles of Association of the Company
The proposed amendments to the Articles of Association are in compliance with Chapter 7 of
the Revamped Listing Requirements of the Kuala Lumpur Stock Exchange.
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