Bursa Malaysia Annual Report 2014

Bursa Malaysia

•

Annual Report 2014

190

BY ORDER OF THE BOARD

Yong Hazadurah binti Md. Hashim, LS 006674

Hong Soo Yong, MAICSA 7026744

Company Secretaries

Kuala Lumpur

3 March 2015

Notes:

Proxy

1. A proxy may but need not be a member of the Company, an advocate, an approved company auditor or a person approved by the Registrar of Companies, and

the provisions of Section 149(1)(b) of the Companies Act 1965 shall not apply to the Company.

2. In the case of a corporate member, the instrument appointing a proxy shall be (a) under its Common Seal or (b) under the hand of a duly authorised officer or

attorney and in the case of (b), be supported by a certified true copy of the resolution appointing such officer or certified true copy of the power of attorney.

3. A member shall not, subject to Paragraphs (4) and (5) below, be entitled to appoint more than two (2) proxies to attend and vote at the same meeting. Where a

member appoints more than one (1) proxy to attend and vote at the same meeting, each proxy appointed shall represent a minimum of 100 shares and such

appointment shall be invalid unless the member specifies the proportion of his shareholding to be represented by each proxy.

4. Where a member is an authorised nominee, as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy but not more

than two (2) proxies in respect of each securities account it holds which is credited with ordinary shares of the Company. The appointment of two (2) proxies in respect

of any particular securities account shall be invalid unless the authorised nominee specifies the proportion of its shareholding to be represented by each proxy.

5. Where a member is an exempt authorised nominee (EAN) as defined under the Securities Industry (Central Depositories) Act 1991 which holds ordinary shares

in the Company for multiple beneficial owners in one securities account (omnibus account), there is no limit to the number of proxies which the EAN may appoint

in respect of each omnibus account it holds.

6. Any alteration to the instrument appointing a proxy must be initialised. The instrument appointing a proxy must be deposited at the office of the Share Registrar,

Tricor Investor Services Sdn Bhd at Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than 48 hours before

the time appointed for holding the meeting.

Audited Financial Statements for financial year ended 31 December 2014

7. The audited financial statements are for discussion only under Agenda 1, as it does not require shareholders’ approval under the provisions of Section 169(1)

and (3) of the Companies Act 1965. Hence, it will not be put for voting.

Re-election of Directors who retire in accordance with Article 69 and Article 76 of the Company’s Articles of Association (AA)

8. Article 69 of the AA provides that one-third (1/3) of the Directors of the Company for the time being shall retire by rotation at an AGM of the Company. With the

current Board size of 11, four (4) Directors are to retire in accordance with Article 69 of the AA. Article 76 of the AA provides amongst others, that the Board shall

have the power to appoint any person to be a Director to fill a casual vacancy or as an addition to the existing Board, and that any Director so appointed shall

hold office until the next following AGM and shall then be eligible for re-election.

For the purpose of determining the eligibility of the Directors to stand for re-election or re-appointment at the 38

AGM, the Nomination and Remuneration

Committee (NRC) has considered the following:

(1) The performance and contribution of each of the Directors based on their Self and Peer Assessment (SPA) results of the Board Effectiveness Evaluation (BEE)

2013/2014;

(2) The assessment of the individual Director’s level of contribution to the Board through each of their skills, experience and strength in qualities; and

(3) The level of independence demonstrated by each of the Non-Executive Directors (NEDs), and his ability to act in the best interest of the Company in

decision-making, to ensure that the NEDs were independent of management and free from any business or other relationship which could materially

interfere with the exercise of their independent judgement or the ability to act in the best interests of the Company.

Notice of 38

Annual General Meeting

BURSA MALAYSIA BERHAD

(30632-P)

(Incorporated in Malaysia under the Companies Act, 1965)