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cover rationale - ChartNexus

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(ii) disclosure is made in the annual report of the aggregate value of transactions conducted<br />

pursuant to the Shareholders’ Mandate together with a breakdown of the aggregate<br />

value of the transactions during the financial year based on the type of transactions,<br />

names of the related parties and their relationship;<br />

AND THAT such approval shall continue to be in force until:-<br />

(i) the conclusion of the next Annual General Meeting (“AGM”), at which time it will lapse,<br />

unless by a resolution passed at the said AGM, such authority is renewed;<br />

(ii) the expiration of the period within which the next AGM of the Company is required to<br />

be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as<br />

may be allowed pursuant to Section 143(2) of the Act); or<br />

(iii) revoked or varied by resolution passed by the Shareholders in a General Meeting,<br />

whichever is the earlier.<br />

AND THAT the Directors of the Company be authorised to complete and do all such acts<br />

and things as they may consider expedient or necessary to give full effect to the<br />

Shareholders’ Ratification and Shareholders’ Mandate.” (Resolution 8)<br />

8. Proposed Shareholders’ Mandate For Recurrent Related Party Transactions<br />

“THAT subject to the Companies Act, 1965 (“the Act”), the Memorandum and Articles of<br />

Association of the Company and the Listing Requirements of the Kuala Lumpur Stock<br />

Exchange, approval be and is hereby given to the Company and/or its subsidiaries to enter<br />

into any of the categories of Recurrent Related Party Transactions of a revenue or trading<br />

nature set out as items 3 to 19, 21 to 23 and 25 of Section 2.1.2 of the Circular with the<br />

Related Parties mentioned therein which are necessary for the MRCB Group’s day-to-day<br />

operations subject further to the following:-<br />

(i) the transactions are in the ordinary course of business and are on normal commercial<br />

terms which are not more favourable to the Related Parties than those generally<br />

available to the public and are not to the detriment of the minority shareholders; and<br />

(ii) disclosure is made in the annual report of the aggregate value of transactions conducted<br />

pursuant to the Shareholders’ Mandate together with a breakdown of the aggregate<br />

value of the transactions during the financial year based on the type of transactions,<br />

names of the related parties and their relationship;<br />

AND THAT such approval shall continue to be in force until:-<br />

(i) the conclusion of the next Annual General Meeting (“AGM”), at which time it will lapse,<br />

unless by a resolution passed at the said AGM, such authority is renewed;<br />

(ii) the expiration of the period within which the next AGM of the Company is required to<br />

be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as<br />

may be allowed pursuant to Section 143(2) of the Act); or<br />

(iii) revoked or varied by resolution passed by the Shareholders in a General Meeting,<br />

whichever is the earlier.<br />

AND THAT the Directors of the Company be authorised to complete and do all such acts<br />

and things as they may consider expedient or necessary to give full effect to the<br />

Shareholders’ Ratification and Shareholders’ Mandate.” (Resolution 9)<br />

9. Proposed Shareholders’ Mandate For Recurrent Related Party Transactions<br />

“THAT subject to the Companies Act, 1965 (“the Act”), the Memorandum and Articles of<br />

Association of the Company and the Listing Requirements of the Kuala Lumpur Stock<br />

Exchange, approval be and is hereby given to the Company and/or its subsidiaries to enter<br />

into any of the categories of Recurrent Related Party Transactions of a revenue or trading<br />

nature set out as item 20 of Section 2.1.2 of the Circular with the Related Parties mentioned<br />

therein which are necessary for the MRCB Group’s day-to-day operations subject further to<br />

the following:-<br />

Laporan Tahunan 2002 Annual Report<br />

NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)<br />

5

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