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NOTICE OF ANNUAL GENERAL MEETING (cont’d)<br />
Ordinary Resolutions<br />
7. Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a<br />
Revenue or Trading Nature (“Proposed Renewal of Shareholders’ Mandate”) (cont’d)<br />
And That such approval is subject to annual renewal shall continue to be in force until:<br />
(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time<br />
the mandate will lapse, unless authority is renewed by a resolution passed at the general<br />
meeting the mandate is again renewed;<br />
(ii) the expiration of the period within which the next AGM is required to be held pursuant to<br />
Section 143(1) of the Companies Act, 1965; (“the Act”) (but shall not extend to such extension<br />
as may be allowed pursuant to Section 143(2) of the Act); or<br />
(iii) revoked or varied by a resolution passed by the shareholders in general meeting, whichever<br />
is earlier.<br />
That the Directors of the Company be and are hereby authorised to do all such acts and things<br />
(including executing any relevant documents) as they may consider expedient or necessary or give<br />
effect to the Proposed Renewal of Shareholders’ Mandate.”<br />
8. Proposed Retention of Independent Director<br />
To retain Mr. Peter Wong Hoy Kim as Independent Non-Executive Director of the Company in<br />
accordance with the Malaysian Code on Corporate Governance 2012.<br />
(Resolution 7)<br />
Notes:<br />
By Order of the Board<br />
Jesslyn Ong Bee Fang (MAICSA 7020672)<br />
Eric Toh Chee Seong (LS 0005656)<br />
Company Secretaries<br />
Perak Darul Ridzuan<br />
6 June 2013<br />
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<br />
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<br />
shall not apply to the Company.<br />
2. Where a member appoints two (2) or more proxies, the appointment shall be invalid unless he/she specifies the proportion of his/her<br />
shareholdings to be represented by each proxy.<br />
3. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial<br />
owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised<br />
nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee<br />
defined under the Central Depositories Act which is exempted from compliance with the provisions of subsection 25A(1) of the Central<br />
Depositories Act.<br />
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<br />
is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.<br />
5. All Forms of Proxy must be deposited at the Company’s Registered Office at Lot 5911, Jalan Perusahaan Satu, Kamunting Industrial<br />
Estate, 34600 Kamunting, Taiping, Perak Darul Ridzuan not less than 48 hours before the time set for holding the meeting or at any<br />
adjournment thereof.<br />
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<br />
a proxy(ies) to attend and/or vote on their behalf.<br />
Gunung Capital Berhad (330171-P)<br />
99<br />
annual report | 2012