Bursa Malaysia Annual Report 2015

210

Bursa Malaysia •

Annual Report 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 initialled. The instrument appointing a proxy must be deposited at the office of the Share

Registrar, Tricor Investor & Issuing House Services Sdn Bhd at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan

Kerinchi, 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 2015

7. The audited financial statements are for discussion only under Agenda 1, as they do not require shareholders’ approval under the provisions of Section

169(1) and (3) of the Companies Act 1965. Hence, they will not be put for voting.

Re-election of Directors who retire in accordance with Article 69 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 10, three (3) Directors are to retire in accordance with Article 69 of the AA.

For the purpose of determining the eligibility of the Directors to stand for re-election at the 39

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”) 2014/2015;

(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 their ability to act in the best interests of the

Company in decision-making, to ensure that they are 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.

In line with Recommendation 3.1 of the Malaysian Code on Corporate Governance 2012, the Board has conducted an assessment of independence of the

NEDs, and also other criteria, i.e. character, integrity, competence, experience and time in effectively discharging their respective roles as Directors of the

Company. The individual Directors were assessed based on performance criteria set in the areas of Board dynamics and participation, competency and

capability, independence and objectivity, probity and personal integrity, contribution and performance, together with their ability to make analytical inquiries

and offer advice and guidance. Each of the NEDs has also provided his annual declaration/confirmation of independence in the fourth quarter of 2015.

NOTICE OF 39

ANNUAL GENERAL MEETING

BURSA MALAYSIA BERHAD

(30632-P)

(Incorporated in Malaysia under the Companies Act, 1965)