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FIMA CORPORATION BERHAD
(21185-P) |
Annual Report
2016
NOTICE OF 41
st
ANNUAL GENERAL MEETING
(contd.)
EXPLANATORY NOTE A
This Agenda item is meant for discussion only as under the provisions of Section 169(1) of the Companies Act, 1965 and the
Company’s Articles of Association, the Audited Financial Statements do not require the formal approval of shareholders and
hence, the matter will not be put forward for voting.
EXPLANATORY NOTE ON SPECIAL BUSINESS
Ordinary Resolution 6
Proposed Renewal of the Authority for Shares Buy-Back
The proposed Ordinary Resolution 6, if passed, will empower the Directors to purchase the Company’s shares up to ten per
cent (10%) of the issued and paid-up share capital of Company by utilising the funds allocated out of the total retained profits
and the share premium of the Company. This authority, unless revoked or varied at a general meeting, will expire at the
conclusion of the next Annual General Meeting of the Company.
Based on the Company’s audited financial statements for the year ended 31 March 2016, the Company’s retained earnings
stood at RM67,502,000.
Ordinary Resolution 7
Proposed shareholders’ mandate for recurrent related party transactions of a revenue or trading nature
The proposed Ordinary Resolution 7, if passed, will empower the Company and/or its subsidiaries (“the Group”) to enter into
recurrent related party transactions of a revenue or trading nature which are necessary for the Group’s day-to-day operations,
subject to the transactions being carried out in the ordinary course of business on terms not more favourable to the related
parties than those generally available to the public and are not detrimental to the minority shareholders of the Company.
The details of the proposal are set out in the Circular to Shareholders dated 29 July 2016 which is circulated together with the
Annual Report.
Ordinary Resolutions 8 to 10
Continuing in office as an Independent Non-Executive Director
The Board of Directors of the Company, after having assessed the independence of Encik Rezal Zain bin Abdul Rashid, YBhg
Dato’ Adnan bin Shamsuddin and YBhg Datuk Alias bin Ali, who has served as an Independent Non-Executive Director of the
Company for a cumulative term of more than 9 years, recommends to retain them as Independent Non-Executive Directors of
the Company based on the following justifications:
a) Have fulfilled the criteria as an Independent Director as defined in the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad, and therefore are able to bring independent and objective judgment to the Board;
b) Have provided effective check and balance in the proceedings of the Board and the Board Committees;
c)
Have provided objectivity in decision making through unbiased and independent views as well as advice and judgment,
to the Board;
d) Have contributed sufficient time and effort and attended all the Committees and Board Meetings for an informed and
balanced decision making;
e) Have exercised due care during their tenure as Independent Non-Executive Directors of the Company and carried out
their professional and fiduciary duties in the interest of the Company and shareholders; and
f)
Having been with the Company for more than 9 years and are familiar with the Group’s business operations, have
contributed actively and effectively during deliberations or discussions at Committees and Board meetings.
NOTE
1.
A member of the Company entitled to attend and vote is entitled to appoint a proxy to attend and vote in his stead. A
proxy need not be a member of the Company and a member may appoint more than two (2) proxies by specifying the
proportion of his shareholding to be represented by each proxy.
2.
Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial
owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt
authorised nominee may appoint in respect of each omnibus account it holds.
3.
The instrument appointing the proxy must be deposited at the Registered Office of the Company, not less than 24 hours
before the time of holding the Meeting.
4.
The voting at the 41
st
AGM will be conducted on a poll. The company will appoint independent scrutineers to verify the
results of the poll.