MAAG (Notice) PDF
MAAG (Notice) PDF
MAAG (Notice) PDF
471403-A)
Incorporated in Malaysia
Resolution
To receive the Audited Financial Statements for the year ended 31 December 2015 together with the Reports of the Directors and the Auditors thereon.
[Please refer to Explanatory Note A]
(2)
To approve the payment of Directors fees amounting to RM180,000.00 for the period from 1 July 2016 to 30 June 2017 to be payable quarterly in arrears.
(3)
To re-elect the following Directors who are retiring in accordance with Article 113(1) of the Companys Articles of Association and who, being eligible, offer themselves for re-election:
(i)
Tunku Dato Yaacob Khyra
(ii)
Dato Narendrakumar Jasani a/l Chunilal Rugnath
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(4)
To re-elect Tan Sri Datuk Seri Razman Md Hashim who is retiring pursuant to Section 129(6) of the Companies Act, 1965 (the Act) and to hold office until the conclusion of the next Annual General
Meeting (AGM).
(5)
To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and to authorise the Directors to fix their remuneration.
AS SPECIAL BUSINESS
(6)
(a)
(i)
(ii)
(b)
To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions:Continuing in Office as Independent Non-Executive Directors
THAT subject to the passing of the Ordinary Resolution 4, approval be and is hereby given to Tan Sri Datuk Seri Razman Md Hashim, who has served as an Independent Non-Executive Director of the
Company for a cumulative term of more than nine (9) years, to continue to act as an Independent Non-Executive Director of the Company until the conclusion of the next AGM of the Company.
[Please refer to Explanatory Note B (a)]
THAT approval be and is hereby given to Tan Sri Ahmad bin Mohd Don, who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, to
continue to act as an Independent Non-Executive Director of the Company until the conclusion of the next AGM of the Company.
[Please refer to Explanatory Note B (a)]
Proposed Renewal of Shareholders Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature (RRPTs)
THAT the mandate granted by the shareholders of the Company on 28 May 2015 pursuant to Paragraph 10.09 of the Main Market Listing Requirements (Listing Requirements) of Bursa Malaysia
Securities Berhad (Bursa Securities), authorising the Company and its subsidiaries (the MAAG Group) to enter into the recurrent related party transactions of a revenue or trading nature which are
necessary for the MAAG Groups day-to-day operations as set out in Section 3.3 of Part A of the Circular to Shareholders dated 29 April 2016 (the Circular) with the related parties mentioned therein,
be and is hereby renewed, provided that:(a)
the transactions are in the ordinary course of business and are on terms which are not more favourable to the related parties than those generally available to the public and on terms not to the
detriment of the minority shareholders of the Company; and
(b)
the transactions are made at arms length and on normal commercial terms;
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AND THAT, authority conferred by such renewed and granted mandate shall continue to be in force (unless revoked or varied by the Company in general meeting), until
a)
the conclusion of the next AGM of the Company following the forthcoming AGM at which time it will lapse, unless by a resolution passed at that meeting or Extraordinary General Meeting whereby
the authority is renewed; or
the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 143(1) of the 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 resolution passed by the shareholders in general meeting;
whichever is the earliest.
(b)
AND THAT the Directors of the Company be authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary
to give effect to the transactions contemplated and/or authorised by this Ordinary Resolution.
(c)
(d)
Authority to Issue and Allot Shares Pursuant to Section 132D of the Act
THAT, subject always to the Act, the Articles of Association of the Company and the approvals of the relevant governmental/regulatory authorities, where such approval is necessary, the Directors be
and are hereby authorised pursuant to Section 132D of the Act, to issue and allot shares in the Company at any time until the conclusion of the next AGM, and upon such terms and conditions and for
such purposes as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares to be issued does not exceed ten percent (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 from Bursa Securities for the listing of and quotation for the additional shares so issued.
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