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NOTICE IS HEREBY GIVEN THAT the Thirty-second Annual General
Meeting of Malaysian Resources Corporation Berhad will be held at
Dewan Perdana, Level 2, Grand BlueWave Hotel, Persiaran Perbandaran,
Section 14, 40000 Shah Alam, Selangor, Malaysia, on Tuesday, 25
February 2003 at 10.00 a.m. for the following purposes:
AGENDA
1. To receive and adopt the Statutory Financial Statements for the financial year ended 31
August 2002 and the Reports of the Directors and Auditors thereon. (Resolution 1)
2. To re-elect the following Directors who retire in accordance with Article 101 of the
Company's Articles of Association, and being eligible have offered themselves for re-election:
(i) Dato’ Ahmad Ibnihajar (Resolution 2)
(ii) Dato’ Zainol Abidin Dato’ Salleh (Resolution 3)
3. To re-elect the following Director who retires in accordance with Article 106 of the
Company’s Articles of Association, and being eligible has offered himself for re-election:
(i) Dato’ Dr. Mohd Shahari Ahmad Jabar (Resolution 4)
4. To approve the Directors' Fees of RM120,000 for the financial year ended 31 August 2002.
(2001: RM20,000) (Resolution 5)
5. To re-appoint Messrs. PricewaterhouseCoopers as Auditors of the Company and to authorise
the Directors to fix their remuneration. (Resolution 6)
AS SPECIAL BUSINESS
To consider and, if thought fit, to pass with or without any modification, the following Ordinary
Resolutions:
6. Authority For Allotment Of Shares
"THAT pursuant to Section 132D of the Companies Act, 1965, the Board of Directors be and
is hereby empowered to issue shares in the Company at any time until the 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 10% of the issued share capital
of the Company for the time being AND THAT the Board of Directors be and is also
empowered to obtain the approval for the listing of and quotation for the additional shares
so issued on the Kuala Lumpur Stock Exchange.” (Resolution 7)
7. Proposed Shareholders’ Mandate For Recurrent Related Party Transactions
“THAT subject to the Companies Act, 1965 (“the Act”), the Memorandum and Articles of
Association of the Company and the Listing Requirements of the Kuala Lumpur Stock
Exchange, approval be and is hereby given to the Company and/or its subsidiaries to enter
into any of the categories of Recurrent Related Party Transactions of a revenue or trading
nature set out as items 1, 2 and 24 of Section 2.1.2 of the Circular with the Related Parties
mentioned therein which are necessary for the MRCB Group’s day-to-day operations subject
further to the following:-
(i) the transactions are in the ordinary course of business and are on normal commercial
terms which are not more favourable to the Related Parties than those generally
available to the public and are not to the detriment of the minority shareholders; and
Laporan Tahunan 2002 Annual Report
NOTICE OF ANNUAL GENERAL MEETING
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