Utusan Melayu (Malaysia) Bhd - Announcements

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Notice O F A NNUAL G ENERAL M EETING 1. To receive and adopt the Audited Accounts for the financial year ended 31 December 1999 and the Directors’ and Auditors’ Reports thereon. Resolution 1 2. To declare a first and final dividend for the year ended 31 December 1999. Resolution 2 3. To re-elect Tan Sri Dato’ Seri Utama Abdul Samad Idris, a Director retiring pursuant to Section 129(6) of the Companies Act, 1965, and, being eligible, offers himself for re-appointment. Resolution 3 4. To re-elect Directors retiring in accordance with Article 98 of the Company’s Articles of Association and, being eligible, offer themselves for re-election:i. Dato’ Hj Nasir Hj Mat Piah Resolution 4 ii. Tan Sri Kamarul Ariffin Mohamed Yassin Resolution 5 iii. Tan Sri Dato’ Abdullah Ahmad Resolution 6 5. To approve the payment of Directors fees for the year ended 31 December 1999. Resolution 7 6. To appoint Messrs Arthur Andersen & Co as Auditors of the Company, in place of the retiring Auditors, Messrs PricewaterhouseCoopers, to hold office until the conclusion of the next Annual General Meeting, at a remuneration to be determined by the Directors. Resolution 8 7. SPECIAL BUSINESS To consider and, if thought fit, to pass the following Ordinary Resolutions:a. Acquisition and Disposal of Assets “That, pursuant to Section 132(C) of the Companies Act, 1965 and subject always to the approval of all the relevant regulatory bodies being obtained, the Board of Directors be and are hereby authorised to acquire or dispose of assets on behalf of the Company upon such terms and conditions and for such purposes as the Board of Directors may deem fit until the conclusion of the next Annual General Meeting”. Resolution 9 b. New Issue of Shares “That, pursuant to Section 132(D) of the Companies Act, 1965 the Board of Directors be and are hereby authorised to issue shares in the Company at any time until conclusion of the next Annual General Meeting and upon such terms and conditions and for such purposes as the Board of Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed ten per centum (10%) of the issued share capital of the Company for the time being, subject always to the approval of all the relevant regulatory bodies being obtained for such allotment and issue”. Resolution 10 2 Utusan Melayu (Malaysia) Berhad NOTICE IS HEREBY GIVEN that the Thirty Second Annual General Meeting of Utusan Melayu (Malaysia) Berhad will be held at Dewan Besar, Level 1, Bangunan Tabung Haji, 201, Jalan Tun Razak, 50400 Kuala Lumpur on Thursday, 20 April 2000 at 11.00 a.m. for the following purposes:-
8. To transact any other ordinary business of which due notice shall have been given. FURTHER NOTICE IS HEREBY GIVEN THAT a Depositor shall be eligible to attend this meeting only in respect of:a. shares deposited into the Depositor’s securities account before 12.30 p.m. on 10 April 2000 (in respect of shares which are exempted from mandatory deposit); b. shares transferred into the Depositor’s securities account before 12.30 p.m. on 10 April 2000 in respect of ordinary transfers; c. shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the rules of the Kuala Lumpur Stock Exchange; Shareholders are reminded that pursuant to the Securities Industry (Central Depositories) (Amendment) (No. 2) Act, 1998 which came into force on 1 November 1998, all shares not deposited with the Malaysian Central Depository Sdn Bhd by 12.30 p.m. on 1 December 1998 and not exempted from mandatory deposit, have been transferred to the Minister of Finance (‘MOF’). Accordingly, the eligibility to attend this meeting for such undeposited shares will be the MOF. NOTICE OF BOOK CLOSURE FOR PAYMENT OF DIVIDEND NOTICE IS HEREBY GIVEN THAT the Register of Members will be closed from 27 June 2000 to 28 June 2000. Both dates inclusive to determine shareholders entitlement to the dividend payment. The dividend, if approved, will be paid on 20 July 2000 to shareholders whose name appear in the record of depositors on 26 June 2000. FURTHER NOTICE IS HEREBY GIVEN THAT a Depositor shall qualify for entitlement only in respect of:- (a) shares deposited into the Depositor’s securities account before 12.30 p.m. on 22 June 2000 (in respect of shares which are exempted from mandatory deposit); (b) shares transferred into the Depositor’s securities account before 12.30 p.m. on 26 June 2000 in respect of ordinary transfers; (c) shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the rules of the Kuala Lumpur Stock Exchange. Shareholders are reminded that pursuant to the Securities Industry (Central Depositories) (Amendment) (No. 2) Act, 1998 which came into force on 1 November 1998, all shares not deposited with the Malaysian Central Depository Sdn Bhd by 12.30 p.m. on 1 December 1998 and not exempted from mandatory deposit, have been transferred to the Minister of Finance (‘MOF’). Accordingly, the payment for such undeposited shares will be paid to the MOF. By Order of the Board SHARINA SAIDON Company Secretary Kuala Lumpur 4 April 2000 NOTES:- 1. Appointment of Proxy A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and to vote in his stead. A proxy need not be a member of the Company. The instrument appointing a proxy must be deposited at the Registrar’s Office at 20th Floor, IGB Plaza, Jalan Kampar Off Jalan Tun Razak, 50400 Kuala Lumpur not less than forty eight (48) hours before the time set for the Meeting. Where the Proxy Form is executed by a corporation, it must be either under its Common Seal or under the hand of an officer or attorney duly authorised. 2. Change of Auditors A Notice of Nomination pursuant to Section 172(11) of the Companies Act, 1965, a copy of which has been sent to members, has been received by the Company for the nomination of Messrs Arthur Andersen & Co, who have given their consent to act, for appointment as Auditors of the Company and of the intention to propose the above ordinary resolution. 3. Resolution Pursuant To Section 132(D) of the Companies Act, 1965 In line with the Company’s plan for expansion/diversification, the Company is actively looking into prospective areas so as to broaden its operating base and earning potential. As the expansion/diversification may involve the issue of new shares, the Directors, under present circumstances would have to call for a general meeting to approve the issue of new shares even though the number involved is less than ten per centum (10%) of the issued share capital. In order to avoid any delay and costs involved in convening a general meeting to approve such issue of shares, it is thus considered appropriate that the Directors be now empowered to issue shares in the Company up to an amount not exceeding in total ten per centum (10%) of the issued share capital of the Company for the time being for such purpose. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company. Utusan Melayu (Malaysia) Berhad 3
Page 1 and 2: UTUSAN MELAYU (MALAYSIA) BERHAD 717
Page 3: C o r p o r a t e M i s s i o n •
Page 8 and 9: Corporate I NFORMATION BOARD OF DIR
Page 10 and 11: Senior M ANAGEMENT Tan Sri Kamarul
Page 13 and 14: Royal Code Of Conduct The Taj al-Sa
Page 15 and 16: AUTHORITY The Committee is authoris
Page 17: CONSOLIDATED PROFIT AND LOSS ACCOUN
Page 20 and 21: Chairman’s S TATEMENT Dear Shareh
Page 22 and 23: Chairman’s S TATEMENT Our Adverti
Page 24 and 25: Chairman’s S TATEMENT A new chapt
Page 26 and 27: Chairman’s S TATEMENT In the othe
Page 28 and 29: Corporate C ALENDAR 1 4 February 19
Page 31 and 32: Sentiments and Sensitivity of Love
Page 33 and 34: Directors’ R EPORT for the year e
Page 35 and 36: Directors’ R EPORT for the year e
Page 37 and 38: Consolidated P ROFIT A ND L OSS A C
Page 39 and 40: Profit A ND L OSS A CCOUNT for the
Page 41 and 42: Consolidated C ASH F LOW S TATEMENT
Page 43 and 44: Notes T O T HE A CCOUNTS for the ye
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Notes T O T HE A CCOUNTS for the ye
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List O F P ROPERTIES as at 31 Decem
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List O F P ROPERTIES as at 31 Decem
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I/We of being a member/members of U
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Azizi Meor Ngah 36, Jalan Jelutong
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Utusan Melayu (Malaysia) Bhd - Announcements

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