|1.||To receive the Audited Financial Statements for the financial year ended 31 December 2019 together with the Reports of the Directors and Auditors thereon.||Please refer to Note 7|
|2.||To approve the payment of a final single tier exempt dividend of 1.4 sen per ordinary share for the financial year ended 31 December 2019 as recommended by the Directors.||1|
|3.||To approve the payment of Directors’ fees to Non-executive Directors who were appointed in 2019 of up to RM55,300 for the financial year ended 31 December 2019.||2|
|4.||To approve the payment of Directors’ fees to Non-executive Directors of up to RM297,700 (2019: RM326,150) for the financial year ending 31 December 2020.||3|
|5.||To approve the payment of Directors’ remuneration (excluding Directors’ fees) for Non-executive Directors of up to an amount of RM80,000 (2019: RM80,000) from the date of the passing of this resolution until the next AGM of the Company.||4|
|6.||To re-elect as a Director, Datu Sudarsono Bin Osman, who was appointed to the board since the last AGM and retires pursuant to Article 104 of the Company’s Constitution.||5|
|7.||To re-elect as a Director, Datu Laura Lee Ngien Hion, who was appointed to the board since the last AGM and retires pursuant to Article 104 of the Company’s Constitution.||6|
|8.||To re-elect as a Director, Dato’ Haji Idris Bin Buang, who retires by rotation pursuant to Article 97 of the Company’s Constitution.||7|
|9.||To re-elect as a Director, Dato Yu Chee Hoe, who retires by rotation pursuant to Article 97 of the Company’s Constitution||8|
|10.||To re-elect as a Director, Mr Tony Yu Yuong Wee, who retires by rotation pursuant to Article 97 of the Company’s Constitution.||9|
|11.||To re-appoint Messrs KPMG PLT as auditors of the Company and to authorise the Board of Directors to fix their remuneration.||10|
| SPECIAL BUSINESS|
To consider and if thought fit, pass the following Ordinary Resolutions:
|12.||ORDINARY RESOLUTION –|
PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK
| “THAT, subject to the Companies Act, 2016, the Company’s Constitution and the requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) and any other relevant authorities, the Company be and is hereby authorised to purchase such number of ordinary shares (“Shares”) in the Company (“Proposed Share Buy-Back”) as may be determined by the Directors of the Company (“Directors”) from time to time through Bursa Malaysia upon such terms and conditions as the Directors may deem fit, necessary and expedient in the interest of the Company provided that:|
i. the maximum number of Shares which may be purchased and/or held by the Company pursuant to this resolution shall not exceed ten percent (10%) of the total issued share capital of the Company at the point of purchase provided that in the event that the Company ceases to hold all or any part of such Shares Purchased as a result of cancellation of shares, sale of shares on the market of Bursa Malaysia or distribution of treasury shares to shareholders as share dividends, the Company shall be entitled to further purchase and/or hold such additional number of Shares provided that such further purchase in aggregate with the treasury shares held by the Company at the point of purchase shall not exceed ten percent (10%) of the total issued share capital of the Company for the time being; and
ii. the maximum amount of funds to be allocated by the Company for the Proposed Share Buy-Back shall not exceed the Company’s latest audited retained earnings of RM593,752,890 as at 31 December 2019.
AND THAT authority be and is hereby given to the Directors to decide in their absolute discretion to either retain the Shares purchased by the Company as treasury shares and/or to cancel them and/or to resell them and/or to transfer them and/or to distribute them as share dividends AND THAT the Directors of the Company be and are hereby authorised to act and to take all such steps and to do all things as they may deem necessary or expedient to implement, finalise and to give full effect to the Proposed Share Buy-Back.
AND FURTHER THAT the authority hereby given shall commence immediately upon passing of this ordinary resolution and shall continue in force until:-
(a) conclusion of the next AGM of the Company at which time it shall lapse, unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions;
(b) the expiration of the period within which the next AGM is required by law to be held;
(c) revoked or varied by ordinary resolution passed by the shareholders in general meeting,
whichever occurs first”
|13.||ORDINARY RESOLUTION – PROPOSED RENEWAL OF EXISTING SHAREHOLDER MANDATE IN RELATION TO THE RELATED PARTY TRANSACTIONS INVOLVING RECURRENT TRANSACTIONS OF A REVENUE OR TRADING NATURE (“Proposed Shareholder Mandate”)||12|
| “THAT pursuant to Paragraph 10.09 of Chapter 10 of the Listing Requirements of Bursa Malaysia, the Directors of the Company be and are hereby empowered to enter into recurrent related party transactions of a revenue or trading nature of the activities as set out in Section 3.1.1 of the Circular to shareholders which are necessary for its day-to-day operations and are in the ordinary course of business and are on terms not more favourable to the related party than those generally available to the public at any time until:-|
(a) the conclusion of the next AGM of the Company, at which time the shareholder mandate will lapse, unless by a resolution passed at the meeting, the authority is renewed;
(b) the expiration of the period within which the next AGM after the date it is required to be held pursuant to section 340(1) of the Companies Act, 2016 (but shall not extend to such extension as may be allowed pursuant to section 340(2) of the Companies Act, 2016); or
(c) revoked or varied by resolution passed by the shareholders in general meeting,.
whichever is the earlier, upon such terms and conditions as the Directors of the Company, may in their absolute discretion deem fit.
AND THAT the Directors of the Company be and are hereby authorised to complete and to do all such acts and things they may consider expedient or necessary to give effect to the Proposed Shareholder Mandate.”
|14.||Ordinary Resolution – To retain as an Independent Director, Dato’ Haji Idris Bin Buang, who has served in that capacity for a cumulative term of more than nine years.||13|
|15.||To consider any other business of which due notice have been given in accordance with the Act.||14|