NOTICE IS HEREBY GIVEN that the Fourteenth Annual General Meeting of the company will be held at the Auditorium, 11th Floor, Wisma LEADER, 8 Jalan Larut, 10050 Penang on Friday, 21 June 2002 at 10.00 a.m. for the following purposes:-
1. To receive and adopt the Audited Financial Statements for the year ended 31 December 2001 together with the Reports of the Directors' and the Auditors' thereon. Ordinary Resolution 1
2. To approve payment of Directors' Fees amounting to RM132,000 in respect of the year ended 31 December 2001. Ordinary Resolution 2
3. To re-elect the following directors who retire:
a) Tan Sri Razali Ismail Ordinary Resolution 3
b) Dato' Seri H'ng Bok San Ordinary Resolution 4
c) Dato' N. Sadasivan Ordinary Resolution 5
d) En. Wan Ismail Wan Nik Ordinary Resolution 6
e) Mr Patrick Chin Yoke Chung Ordinary Resolution 7
f) Mr Chew Hock Lin Ordinary Resolution 8
4. To re-appoint Dato' Ismail Abdullah who is over the age of 70 years as Director of the Company pursuant to Section 129(6) of the Companies Act, 1965 and to hold office until the next Annual General Meeting of the Company. Ordinary Resolution 9
5. To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company for the ensuring year and to authorize the Directors to fix their remuneration. Ordinary Resolution 10
6. To consider and, if thought fit, to pass the following Ordinary Resolutions:-
Authority to issue shares pursuant to Section 132D of the Companies Act, 1965
"That pursuant to Section 132D of the Companies Act, 1965 and subject to the approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby empowered to issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares issued in any one financial year of the Company does not exceed 10% of the issued capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval from the Kuala Lumpur Stock Exchange for the listing of and quotation for the additional shares so issued and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company." Ordinary Resolution 11
Proposed Issue of Annual Report in CD-ROM Format
"That subject to the compliance with the requirements of the Kuala Lumpur Stock Exchange and any other relevant authorities, the Company be and is hereby authorized to issue its Annual Report in CD-ROM Format for the financial year ending 31 December 2002 and that the approval hereby given by the shareholders of the Company shall be subject to yearly renewal."
Ordinary Resolution 12
7. To transact any other ordinary business of the Company for which due notice shall have been given.
By order of the Board
DATO' KENNETH H'NG BAK TEE
KON TED LIUK
JOANNA LIM LAY GUAT
29 May 2002
1. Every member is entitled to appoint a proxy (or in the case of a corporation to appoint a representative) to attend and vote in his/her place. A proxy need not be a member of the Company.
2. The Proxy Form must be signed by the appointer or his/her attorney duly authorized in writing or in the case of a corporation executed under its Common Seal or attorney duly authorized in that behalf.
3. If the Proxy Form is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he/she thinks fit.
4. If no name is inserted in the space for the name of your proxy, the Chairman of the Meeting will act as your proxy.
5. The Proxy Form, Power of Attorney (if any) under which it is signed or a certified copy thereof must be deposited at the Company's Registered Office at 10th Floor, Wisma LEADER, 8 Jalan Larut, 10050 Penang not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
6. Ordinary Resolutions 3 to 6 are to re-elect the directors who retire in accordance with Article 92(1) of the Company's Articles of Association.
7. Ordinary Resolutions 7 and 8 are to re-elect the directors who retire in accordance with Article 92(5) of the Company's Articles of Association.
Explanatory Notes on Special Business
8. Ordinary Resolution 11 proposed if passed, will give the directors the authority to issue shares up to an aggregate amount of not exceeding 10% of the issued capital of the Company for the time being for such purposes as the directors would consider in the best interest of the Company. The authority will unless revoked or varied by the Company at a General Meeting expire at the next Annual General Meeting.
9. Ordinary Resolution 12 proposed if passed, will empower the Company to issue its Annual Report 2002 in CD-ROM format. As the Company's shareholders' base is very high, the directors propose to issue the said Annual Report in CD-ROM format as it will cut down substantially on paper, printing and postage costs. However, printed hard copies of the said Annual Report will be given to shareholders upon their request whether verbal or written. Person(s) and contact numbers will be designated to attend to shareholders' requests and to answer queries from shareholders on the use of CD-ROM. This authority given by shareholders of the Company shall be subject to yearly renewal.
Posted Date: 29/5/2002 Source: Bursa Malaysia