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annual report | 2012 Gunung Capital Berhad (330171-P) 98 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Eighteenth (18th) Annual General Meeting of the Company will be held at Diamond Room, SSL Traders Hotel, No. 43, Jalan Medan Perwira Satu, Medan Perwira, 34600 Kamunting, Perak Darul Ridzuan on 28 June 2013 at 11.00 a.m. for the following purposes:- AGENDA As Ordinary Business 1. To receive the Audited Financial Statements for the financial year ended 31 December 2012 and the Reports of the Directors and Auditors thereon. (Please refer to Additional Explanatory Note) 2. To approve the payment of Directors’ Fees of RM 150,000 for the financial year ended 31 December 2012 . 3. To re-elect Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal who retires by rotation pursuant to Article 101 of the Company’s Articles of Association. 4. To re-appoint Peter Wong Hoy Kim who retires pursuant to Section 129 (6) of the Companies Act, 1965 to hold office until the conclusion of the next Annual General Meeting of the Company. 5. To re-appoint Messrs STYL Associates as Auditors of the Company and to authorise the Directors to fix their remuneration. As Special Business To consider and if thought fit, to pass the following resolutions:- Ordinary Resolutions (Resolution 1) (Resolution 2) (Resolution 3) (Resolution 4) 6. Renewal of Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965 “That subject always to the Companies Act, 1965, Articles of Association of the Company and the approvals of the relevant government and/or regulatory authorities, the Directors be and are hereby empowered pursuant to Section 132D of the Companies Act, 1965 to issue new shares in the Company from time to time 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 new shares to be issued does not exceed 10% of the total issued share capital of the Company for the time being, and such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.” (Resolution 5) 7. Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature (“Proposed Renewal of Shareholders’ Mandate”) “That subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given to the Company’s subsidiary, Gunung Resources Sdn Bhd (“GRSB”) to enter into recurrent related party transactions of a revenue or trading nature as set out in the Circular to Shareholders dated, which are necessary for the day-to-day operations of GRSB, in the ordinary course of business and on normal commercial terms that are not more favourable to the related party than those generally available to the public and are not detrimental to the minority shareholders of the Company. (Resolution 6)
NOTICE OF ANNUAL GENERAL MEETING (cont’d) Ordinary Resolutions 7. Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature (“Proposed Renewal of Shareholders’ Mandate”) (cont’d) And That such approval is subject to annual renewal shall continue to be in force until: (i) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time the mandate will lapse, unless authority is renewed by a resolution passed at the general meeting the mandate is again renewed; (ii) the expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Companies Act, 1965; (“the Act”) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or (iii) revoked or varied by a resolution passed by the shareholders in general meeting, whichever is earlier. That the Directors of the Company be and are hereby authorised to do all such acts and things (including executing any relevant documents) as they may consider expedient or necessary or give effect to the Proposed Renewal of Shareholders’ Mandate.” 8. Proposed Retention of Independent Director To retain Mr. Peter Wong Hoy Kim as Independent Non-Executive Director of the Company in accordance with the Malaysian Code on Corporate Governance 2012. (Resolution 7) Notes: By Order of the Board Jesslyn Ong Bee Fang (MAICSA 7020672) Eric Toh Chee Seong (LS 0005656) Company Secretaries Perak Darul Ridzuan 6 June 2013 1. A member of the Company, eligible to attend and vote at the meeting, is entitled to appoint a proxy or proxies to vote in his/her stead. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act 1965 shall not apply to the Company. 2. Where a member appoints two (2) or more proxies, the appointment shall be invalid unless he/she specifies the proportion of his/her shareholdings to be represented by each proxy. 3. Where a member of the Company 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. An exempt authorised nominee refers to an authorised nominee defined under the Central Depositories Act which is exempted from compliance with the provisions of subsection 25A(1) of the Central Depositories Act. 4. The Form of Proxy shall be in writing under the hand of the appointor or his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised. 5. All Forms of Proxy must be deposited at the Company’s Registered Office at Lot 5911, Jalan Perusahaan Satu, Kamunting Industrial Estate, 34600 Kamunting, Taiping, Perak Darul Ridzuan not less than 48 hours before the time set for holding the meeting or at any adjournment thereof. 6. Only members whose names appear on the Record of Depositors as at 21 June 2013 shall be entitled to attend the said AGM or appoint a proxy(ies) to attend and/or vote on their behalf. Gunung Capital Berhad (330171-P) 99 annual report | 2012
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