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CONTENTS of Annual Report 2003 M Id Valley Megamall

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CONTENTS of Annual Report 2003 M Id Valley Megamall CONTENTS Of Annual Report 2003 M id Valley Megamall Notice of Annual General Meeting 4 - 9 Statement Accompanying Notice of Annual General Meeting 10 Corporate Information 14 - 15 Profile of the Board of Directors 18 -24 Statement of Directors’ Responsibilities 26 Report of the Audit Committee 28 - 32 Chairman’s Statement 34 - 35 Review of Operations 38 - 42 Statement on Corporate Governance 44 - 49 Statement of Internal Control 52 - 53 Analysis of Share/Warrant 1999/2004/ Irredeemable Convertible Preference Share 2002/2007 Holdings 56 - 60 List of Properties 62 - 65 Five-Year Group Financial Highlights 68 Reports and Financial Statements 72 - 141 Additional Compliance Information 144 - 148 Proxy Form 149 - 150 Annual Report 2003 1 This page intentionally left blank Annual Report 2003 2 NOTICE OF ANNUAL GENERAL MEETING Annual Report 2003 3 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Fortieth Annual General Meeting of IGB Corporation Berhad will be held at Bintang Ballroom, Level 5, Cititel Mid Valley, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, on Monday, 31 May 2004 at 3.00 p.m. for the transaction of the following businesses: 1. To receive the Audited Financial Statements for the year ended 31 December 2003 and the Reports of the Directors and Auditors thereon. Resolution 1 2. To sanction the declaration and payment of a final dividend of 3% less tax and 2% tax-exempt for the year ended 31 December 2003. Resolution 2 3. To re-elect Mr Tan Boon Seng who retires in accordance with Article 85 of the Articles of Association. Resolution 3 4. To re-elect the following Directors who retire in accordance with Article 89 of the Articles of Association: (i) Mr Tan Boon Lee Resolution 4 (ii) Madam Tan Lei Cheng Resolution 5 (iii) Madam Pauline Tan Suat Ming Resolution 6 (iv) Mr Tony Tan @ Choon Keat Resolution 7 (v) Mr Tan Kai Seng Resolution 8 (vi) Datuk Abdul Habib bin Mansur Resolution 9 (vii) Dato’ Haji Megat Muhaiyadin bin Megat Hassan Resolution 10 5. To re-appoint PricewaterhouseCoopers as auditors and to authorise the Directors to fix their remuneration. Resolution 11 Annual Report 2003 4 NOTICE OF ANNUAL GENERAL MEETING (CONT’D) 6. As special business, to consider and if thought fit, pass the following ordinary resolutions: (i) Proposed issue of options to Tan Boon Lee ‘THAT, the Directors of the Company be and are hereby authorized at any time and from time to time to offer and to grant to Tan Boon Lee, an Executive Director of the Company, options to subscribe for such number of new ordinary shares of RM0.50 each in the Company and if such options are accepted and exercised, to allot and issue such number of new ordinary shares in the Company to him under the IGB Group Employee Share Option Scheme 2003 (‘Scheme’) subject always to: (a) the allocation of options, in aggregate to eligible employees who are Executive Directors and senior management of the Company and/or its subsidiaries (which are not dormant) do not exceed 50% of the shares available under the Scheme; and (b) the allocation of options to any individual eligible employee who either singly or collectively through his/her associates (as defined in the Companies Act, 1965), holds 20% or more in the issued and paid-up share capital of the Company, does not exceed 10% of the shares available under the Scheme; subject to such terms and conditions and/or any adjustments which may be made in accordance with the provisions of the Bye-Laws of the Scheme.’ Resolution 12 (ii) Authority to Directors to issue shares ‘THAT, subject to the Companies Act, 1965, the Articles of Association of the Company and approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby empowered, pursuant to Section 132D of the Companies Act, 1965, to allot and 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 to be issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval of Bursa Malaysia for the listing 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.’ Resolution 13 Annual Report 2003 5 S ri Bukit Persekutuan Annual Report 2003 6 NOTICE OF ANNUAL GENERAL MEETING (CONT’D) (iii) Proposed Shareholders’ Mandate for Recurrent Transactions ‘THAT, pursuant to Chapter 10, Paragraph 10.09 of the Listing Requirements of Bursa Malaysia (‘Listing Requirements’), the Company and its subsidiaries (‘IGB Group’) be and are hereby authorized to enter into and give effect to the Recurrent Transactions with specified classes of Related Parties as detailed in Section 2.3 of the Circular to Shareholders dated 30 April 2004, which are necessary for IGB Group’s day-to-day operations in the ordinary course of business on terms not more favourable to the Related Parties than those generally available to the public and not detrimental to minority shareholders of the Company. AND THAT such approval shall continue to be in force until: (a) the conclusion of the next Annual General Meeting (‘AGM’) of the Company, at which time it will lapse, unless by a resolution passed at the AGM whereby the authority is renewed; (b) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (‘Act’) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or (c) revoked or varied by a resolution passed by the shareholders in a general meeting; whichever is earlier; and the aggregate value of the Recurrent Transactions be disclosed in the annual report of the Company. AND THAT the Directors of the Company be and are hereby authorized to complete and do all such acts and things as they may consider expedient or necessary to give effect to the Resolution 14 Proposed Shareholders’ Mandate for Recurrent Transactions. 7. To consider any other business of which due notice shall have been given. Annual Report 2003 7 NOTICE OF ANNUAL GENERAL MEETING (CONT’D) By Order of the Board Tina Chan Mary Wong Company Secretaries Kuala Lumpur 30 April 2004 Notes: 1. Appointment of Proxy A member entitled to attend and vote at the meeting may appoint a proxy to vote in his stead. A proxy may but need not be a member of the Company. The instrument appointing a proxy, in the case of an individual, shall be signed by the appointer or his attorney and in the case of a corporation, either under seal or under the hand of an officer or attorney duly authorized in writing. The instrument appointing a proxy must be deposited at the Registered Office of the Company at least 48 hours before the appointed time for holding the Annual General Meeting or at any adjournment thereof. Annual Report 2003 8 NOTICE OF ANNUAL GENERAL MEETING (CONT’D) 2. Closure of Register The Register of Members will be closed on I July 2004 for purpose of preparing warrants for the final dividend which, if approved, will be paid on 30 July 2004 to every member who is entitled to receive the dividend as at 4.00 p.m. on 30 June 2004. 3. Re-election of Directors Details of Directors who are standing for re-election are set out in the Profile of the Board of Directors. 4. Explanatory Notes on Special Business: (a) Proposed issue of options to Tan Boon Lee Pursuant to Bye-Laws of the IGB Group Employee Share Option Scheme 2003 (‘Scheme’), prior authority has to be obtained from the shareholders in order for the Directors to offer and to grant to the full time Executive Director, options to subscribe for new shares pursuant to the Scheme. The Executive Director who will benefit from the Scheme must abstain from exercising his voting rights for this resolution. (b) Authority to Directors to issue shares The Ordinary Resolution proposed under item 6(ii), if passed, will empower the Directors to issue shares in the Company up to an amount not exceeding in total ten per cent (10%) of the issued capital of the Company for such purposes as they consider would be in the interest of the Company in order to avoid any delay and cost involved in convening a general meeting to approve such issue of shares. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. (c) Proposed Shareholders’ Mandate for Recurrent Transactions The Ordinary Resolution proposed under item 6(iii), if passed, will allow IGB Group to enter into Recurrent Transactions pursuant to paragraph 10.09 of the Listing Requirements. Further information on the Proposed Shareholders’ Mandate for Recurrent Transactions is set out in the Circular to Shareholders dated 30 April 2004, which is despatched together with the Company’s Annual Report 2003. The Interested Related Parties as detailed in Section 2.3 of the aforesaid Circular have agreed that IGB may table one resolution to obtain the general mandate for all its Recurrent Transactions even if such Recurrent Transactions involve several different related parties or categories or classes of related parties. Further, the Interested Related Parties have agreed to abstain from voting on the Ordinary Resolution.
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