9 / 204
A Depositor shall qualify for entitlement to the dividend
only in respect of:-
(a) Securities transferred into the Depositor’s
Securities Account before 4.00 p.m. on 11
September 2019 in respect of transfers; and
(b) Securities bought on Bursa on a cum entitlement
basis according to the Rules of Bursa.
BY ORDER OF THE BOARD
JASMIN BINTI HOOD (LS 0009071)
FADZIL BIN AZAHA (CA 20995)
Company Secretaries
Kuala Lumpur
29 July 2019
(I) Note A
The Audited Financial Statements is for discussion
only as it does not require shareholders’ approval
pursuant to the provision of Section 340(1)(a) of
the Act. Hence, it is not put forward for voting.
(II) Resolution 1
Under Section 131 of the Act, a company may only
make a distribution to the shareholders out of
profits of the company available if the company
is solvent. On 23 May 2019, the Board had
considered the amount of dividend and decided
to recommend the same for the shareholders’
approval.
The Directors of the Company are satisfied that
the Company will be solvent as it will be able to
pay its debts as and when the debts become due
within twelve (12) months immediately after the
distribution is made on 30 September 2019 in
accordance with the requirements under Section
132(2) and (3) of the Act.
(III) Resolution 2
Article 108 of the Company’s Constitution
provides that one-third (1/3) of the Directors of
the Company for the time being shall retire by
rotation at an AGM of the Company provided
always that all Directors, shall retire from office
at least once in every three (3) years, but shall
be eligible for re-election at the AGM. A Director
retiring at a meeting shall retain office until the
close of the meeting whether adjourned or not.
The Board endorsed that the Director who retire
in accordance with Article 108 of the Company’s
Constitution is eligible to stand for re-election.
The profile of the retiring Director is set out in
Our Board of Directors section of the Company’s
Annual Report 2019.
(IV) Resolutions 3 and 4
Article 88 of the Company’s Constitution provides
that a Director appointed by the Board shall hold
office until the conclusion of the next AGM of the
Company and shall be eligible for re-election.
Encik Rosely bin Kusip and Datuk Bazlan bin
Osman, who were appointed as Independent
Non-Executive Directors of the Company on 14
March 2019 and 5 April 2019, respectively, shall
hold office until the conclusion of the Company’s
44
th
AGM and shall then be eligible for re-election
in accordance with Article 88 of the Company’s
Constitution.
(V) Resolutions 5, 6 and 7
Section 230(1) of the Act provides amongst others,
that the fees of the directors and any benefits
payable to the directors of a listed company and
its subsidiaries shall be approved at a general
meeting. In this respect, the Board agreed that the
shareholders’ approval shall be sought at the 44
th
AGM of the Company on the following payments
to Directors in three (3) separate resolutions
as below:-
•
Resolution 5
on payment of Directors’ fees
for the ensuing financial year.
•
Resolution 6
on payment of Directors’ fees
for the Non-Executive Directors (“NEDs”)
who sit on the Board of Directors of
subsidiary companies from 29 August 2019
until the conclusion of the next AGM of the
Company.
corporate
information
05