Contents :
NOTICE IS HEREBY GIVEN that the Second Annual General Meeting of the Company will
be held at Aman Damai Room, Level 5, The City Bayview Hotel Melaka, Jalan Bendahara,
75100 Melaka on Wednesday, 22 June 2005 at 2.00 p.m. for the following purposes:
AGENDA
AS ORDINARY BUSINESS
1. To receive and adopt the Audited Financial Statements for the financial
year ended 31 December 2004 together with the Reports of the Directors
and Auditors thereon.
(Resolution 1)
2. To declare a first and final dividend of 6% (tax exempt) for the financial
year ended 31 December 2004 as recommended by the Directors.
(Resolution 2)
3. To approve the payment of Directors' fees of RM 65,000 for the financial
year ended 31 December 2004.
(Resolution 3)
4. To re-elect the following Directors who retire by rotation in accordance
with Article 83 of the Company's Articles of Association:
(a) Mr. Tee Lay Peng (Resolution 4)
(b) Datuk Haji Jaafar Bin Haji Lajis (Resolution 5)
(c) Ms. Fong Hui Fong (Resolution 6)
5. To re-elect Encik Yusof Bin Jantan who retire in accordance with Article
90 of the Company's Articles of Association.
(Resolution 7)
6. To re-appoint Messrs. Owen Koh & Associates as Auditors of the
Company and to authorise the Directors to fix their remuneration.
(Resolution 8)
AS SPECIAL BUSINESS
7. To consider and if, thought fit, pass with or without any modification, the
following Ordinary Resolution:
Authority to Issue Shares pursuant to Section 132D of the Companies
Act, 1965
"That pursuant to Section 132D of the Companies Act, 1965, the
Directors be and are hereby authorised to issue new shares in the
Company at any time until the conclusion of the next Annual General
Meeting upon such terms and conditions, for such purposes and to such
person or persons whomsoever as the Directors may, in their absolute
discretion, deem fit provided that the aggregate number of shares to be
issued does not exceed 10% of the issued share capital of the Company
for the time being, subject always to the approval of all the relevant
authorities being obtained for such allotment and issue."
(Resolution 9)
8. To transact any other business of which due notice shall have been given.
NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT DATE
NOTICE IS HEREBY GIVEN that a first and final dividend of 6% (tax-exempt) for the financial
year ended 31 December 2004, if approved by the members at the Second Annual General
Meeting to be held on 22 June 2005, will be payable on 29 July 2005 to depositors who are
registered in the Record of Depositors at the close of business on 8 July 2005.
A Depositor shall qualify for entitlement only in respect of:
(a) Shares transferred into Depositor's Securities Account before 4.00 p.m. on 8 July 2005
in respect of ordinary transfer; and
(b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis
according to the Rules of Bursa Malaysia Securities Berhad.
By Order of the Board,
Lim Li Fang (MAICSA 7012923)
Ooi Lee Peng (MAICSA 7013294)
Company Secretaries
Melaka,
Date: 24 May 2005
Notes:
1. A member of the Company entitled to attend and vote at the meeting is entitled to
appoint a proxy or proxies to attend and vote in his/her stead. A proxy may but need
not be a member of the Company and the provisions of Section 149(1)(b) of the
Companies Act, 1965 shall not apply to the Company.
2. Where a member appoints two or more proxies, the appointment shall be invalid
unless he/she specifies the proportion of his/her holdings to be represented by
each proxy.
3. The instrument appointing a proxy shall be in writing under the hand of the appointer
or his/her attorney duly authorised in writing or, if the appointer is a corporation, either
under its common seal or under the hand of an officer or attorney duly authorised.
4. The instrument appointing a proxy must be deposited at the registered office of the
Company at 195-B, Taman Melaka Raya, 75000 Melaka not less than 48 hours before
the time for holding the meeting or any adjournment thereof.
Explanatory Notes to Special Business:
Resolution 9
Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965
The proposed Ordinary Resolution 9, if passed, will give the Directors of the Company
authority to issue shares of the Company up to an amount not exceeding in total 10%
of the issued share capital of the Company for such purposes as the Directors consider
would be in the interest of the Company. This would avoid any delay and cost involved
in convening a general meeting to specifically approve such an issue of shares. This
authority, unless revoked or varied at a general meeting, will expire at the next Annual
General Meeting of the Company.