Eng - IOI Group

noticeofannualgeneralmeeting cont’dNotes1 A member may appoint any person to be his proxy and the provisions of section 149(1)(b) of the Act shall not apply to the Company.2 An instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointoris a corporation, either under seal or under the hand of an officer or attorney duly authorised.3 If a member appoints two proxies to attend at the same meeting, the instrument of proxy must specify the proportion of his shareholdings to berepresented by each proxy.4 An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrumentof proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument.5 An instrument appointing a proxy must be deposited at the Company's registered office at No.7-10, Jalan Kenari 5, Bandar Puchong Jaya, Off JalanPuchong, 47100 Puchong, Selangor Darul Ehsan, not less than 48 hours before the time for holding the Meeting or any adjournment thereof.6 Explanatory Statement on Special BusinessiAuthority To Directors To Allot And Issue Shares Pursuant To Executive Share Option SchemeThe purpose of this ordinary resolution is to enable the Directors of the Company to allot and issue shares to those executives who haveexercised their options under the Executive Share Option Scheme.ii Authority To Directors To Allot And Issue Shares Pursuant To Section 132D Of The Companies Act, 1965The ordinary resolution proposed under item 6.2 of the Agenda, if passed will empower the Directors to allot and issue shares in the Companyup to an amount not exceeding in total ten percent (10%) of the issued share capital of the Company for the time being for such purposes asthe Directors consider would be in the interests of the Company. This would avoid any delay and costs in convening a general meeting tospecifically approve such an issue of shares. This authority unless revoked or varied at a general meeting, will expire at the next Annual GeneralMeeting of the Company.iiiProposed Renewal Of Existing Share Buy-Back AuthorityThe ordinary resolution proposed under item 6.3 of the Agenda, if passed will empower the Company to purchase up to ten percent (10%) of theissued and paid-up ordinary share capital of the Company through the Kuala Lumpur Stock Exchange. This authority unless revoked or varied ata general meeting, will expire at the conclusion of the next Annual General Meeting of the Company.ivProposed Renewal Of Shareholders’ Mandate For Recurrent Related Party TransactionsIOI Corporation BerhadAnnual Report 200320The ordinary resolution proposed under item 6.4 of the Agenda is to renew the Shareholders’ Mandate granted by the Shareholders of theCompany at the previous Annual General Meeting held on 18 October 2002. The proposed renewal of Shareholders’ Mandate will enable theCompany and its subsidiaries to enter into any of the Recurrent Related Party Transactions of a revenue or trading nature which are necessaryfor the day-to-day operations involving the interest of Directors, Major Shareholders or persons connected with the Directors and/or MajorShareholders of the Company and its subsidiaries (“Related Parties”), subject to the transactions being in the ordinary course of business onnormal commercial terms which are not more favourable to the Related Parties than those generally available to the public and are not to thedetriment of the minority shareholders of the Company. This authority unless revoked or varied at a general meeting, will expire at theconclusion of the next Annual General Meeting of the Company. The details of the proposal are set out in the Circular to Shareholders dated 29September 2003.