152909-TAR2009 AGM B2 16-6.Indd
Total Page：16
File Type：pdf, Size：1020Kb
Notice of Eighty-Second Annual General Meeting NOTICE IS HEREBY GIVEN that the Eighty-Second Annual General Meeting of TANJONG PUBLIC LIMITED COMPANY (the “Company”) will be held at 11.00 a.m. (Malaysian time) on Friday, 24 July 2009 at the Sapphire Room, Level 1, Mandarin Oriental, Kuala Lumpur, Kuala Lumpur City Centre, 50088 Kuala Lumpur, Malaysia for the purposes of considering and, if thought fi t, passing the following resolutions as Ordinary Resolutions in the case of resolutions 1 to 7 and as Special Resolutions in the case of resolutions 8 and 9: Ordinary Resolution As Ordinary Business 1 To receive the Annual Report and audited fi nancial statements of the Company and of the Group for the year ended 31 January 2009 and the Reports of the Directors and Auditors thereon. 2 To approve the Directors’ Remuneration Report for the year ended 31 January 2009, as set out on pages 51 to 54 of the Annual Report. 3 To declare a fi nal dividend of 20 sen gross per share less Malaysian Income Tax at 25% in respect of the year ended 31 January 2009. 4 To re-elect Khoo Teik Chooi, a Director who retires by rotation in accordance with Articles 74 and 75 of the Company’s Articles of Association, as Director of the Company. 5 To re-elect Augustus Ralph Marshall, a Director who retires in accordance with Article 75 of the Company’s Articles of Association, as Director of the Company. 6 To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company and to authorise the Directors to set their remuneration. As Special Business 7 Authority to allot relevant securities pursuant to Section 80 of the Companies Act 1985 of Great Britain THAT the Directors be and are hereby, generally and unconditionally authorised to exercise all powers of the Company to allot relevant securities (within the meaning of Section 80 of the Companies Act 1985 of Great Britain) up to an aggregate nominal amount of £3,024,420.90, which authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution (unless previously revoked or varied by the Company in general meeting) save that the Company may, before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. TANJONG PUBLIC LIMITED COMPANY notice of eighty-second annual general meeting 1 Notice of Eighty-Second Annual General Meeting (continued) Special Resolution 8 Authority to disapply certain statutory pre-emption rights pursuant to Section 95 of the Companies Act 1985 of Great Britain THAT subject to the passing of the preceding resolution, the Directors be and are hereby empowered, pursuant to Section 95 of the Companies Act 1985 of Great Britain, to allot equity securities (within the meaning of Section 94 of the said Act) for cash pursuant to the authority conferred by the preceding resolution and/or where such allotment constitutes an allotment of equity securities by virtue of Section 94(3A) of the said Act, as if sub-section (1) of Section 89 of the said Act did not apply to any such allotment, PROVIDED THAT this power shall be limited to: (a) the allotment of equity securities in connection with a rights issue, open offer or any other pre-emptive offer or a scrip dividend alternative, in favour of ordinary shareholders (excluding any shareholder holding shares as treasury shares), where the equity securities respectively attributable to the interests of such ordinary shareholders on a fi xed record date are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them (subject in either case to such exclusions or other arrangements as the Board may deem necessary or expedient to deal with fractional entitlements or legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever); and (b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of £3,024,420.90, and shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired. 9 Authority to call for general meetings of the Company (other than an annual general meeting, etc.) on not less than 14 clear days’ notice THAT a general meeting other than an annual general meeting and a general meeting called for the passing of a Special Resolution or a resolution appointing a person as a director may be called on not less than 14 clear days’ notice. BY ORDER OF THE BOARD Siuagamy Ramasamy Group Company Secretary 30 June 2009 Level 30, Menara Maxis Kuala Lumpur City Centre 50088 Kuala Lumpur Malaysia 2 TANJONG PUBLIC LIMITED COMPANY notice of eighty-second annual general meeting Notice of Eighty-Second Annual General Meeting (continued) NOTES: 1. Proxy (a) A member of the Company entitled to attend and vote is entitled to appoint up to two (2) proxies to attend and vote instead of him/her and a member who is an authorised nominee as defi ned in the Malaysian Securities Industry (Central Depositories) Act, 1991 may appoint not more than two (2) proxies in respect of each Securities Account which it holds to which shares in the Company are credited. (b) Where more than one proxy is appointed, a member should ensure that no proxy is appointed to exercise the votes which any other proxy has been appointed by the member to exercise at the same meeting. (c) A proxy need not be a member of the Company. (d) An instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or signed by an offi cer, attorney or other person duly authorised in that respect. (e) The Form of Proxy, duly completed, must be deposited at the Company’s Principal Offi ce at Level 30, Menara Maxis, Kuala Lumpur City Centre, 50088 Kuala Lumpur, Malaysia, together with the power of attorney or other authority (if any) under which it is signed or executed under seal (in respect of a corporation appointing a proxy) or a copy of such authority certifi ed notarially, not less than 48 hours before the time fi xed for holding the meeting or adjourned meeting, or, in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, not less than 24 hours before the time appointed for the taking of the poll. (f) Forms of Proxy transmitted by fax and photocopies of signed Forms of Proxy will not be accepted. Where any e-mail address has been contained in any communication to the members of the Company, such e-mail address will not be a valid address for the receipt of Forms of Proxy, and any Forms of Proxy submitted via e- mail to such address will not be accepted. Only duly completed and original signed Forms of Proxy will be accepted. A Form of Proxy is enclosed with this Notice of Eighty-Second Annual General Meeting. Members who have misplaced or spoiled their Form of Proxy, or otherwise need another Form of Proxy, may contact the Company at Level 30, Menara Maxis, Kuala Lumpur City Centre, 50088 Kuala Lumpur should they wish to receive another one. (g) The return of a completed Form of Proxy will not preclude a member from attending and voting in person at the meeting should the member subsequently wish to do so. 2. Corporate Representatives In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that: - (a) if a corporate shareholder has appointed the chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the chairman and the chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (b) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are requested to refer to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives for further details of this procedure (www.icsa.org.uk). The guidance includes a sample form of representation letter if the chairman is being appointed as described in (a) above. 3. Additional Information A statement accompanying this notice which includes the additional information required under Appendix 8A of the Listing Requirements of the Bursa Malaysia Securities Berhad (“Bursa Securities”) is attached hereto as Annexure A. TANJONG PUBLIC LIMITED COMPANY notice of eighty-second annual general meeting 3 Notice of Eighty-Second Annual General Meeting (continued) 4.