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WCT Berhad (66538-K) annual report 2011 217 NOTICE OF THIRTY FIRST ANNUAL GENERAL MEETING cont’d (b) the expiration of the period within which the next AGM is required by law to be held; or (c) revoked or varied by ordinary resolution passed by the shareholders in general meeting; whichever occurs first, but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of the guidelines issued by Bursa Securities and any prevailing laws, rules, regulations, orders, guidelines and requirements issued by any relevant authorities; and (iv) upon completion of each purchase of Shares by the Company, the Directors of the Company be and are hereby authorised to cancel the Shares so purchased or to retain the Shares so purchased as treasury shares which may be distributed as dividend to shareholders or resold on Bursa Securities or subsequently cancelled or to retain part of the Shares so purchased as treasury shares and cancel the remainder and/ or to deal with the Shares in any other manner as may be allowed or prescribed by the Act or any other rules, regulations and/or orders made pursuant to the Act and the Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force; AND THAT the Directors of the Company be and are hereby authorised to take all such steps as are necessary or expedient to implement, finalise or to effect the purchase(s) of Shares with full powers to assent to any conditions, modifications, resolutions, variations and/or amendments (if any) as may be imposed by the relevant authorities and to do all such acts and things as the Directors may deem fit and expedient in the best interest of the Company.” (ii) As Special Resolution - Proposed Amendments to the Articles of Association of the Company "THAT the alterations and modifications to the Articles of Association of the Company as set out in Part B of the Statement to Shareholders dated 23 April 2012 be hereby approved." GENERAL MEETING RECORD OF DEPOSITORS FURTHER NOTICE IS HEREBY GIVEN THAT, for the purpose of determining a member’s eligibility to attend and vote at the 31st AGM, the Company shall obtain a General Meeting Record of Depositors as at 9 May 2012 from Bursa Malaysia Depository Sdn Bhd in accordance with Article (4) of the Company’s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991. Only depositors whose names appear therein shall be entitled to attend in person or appoint proxies to attend and/or vote on their behalf at the AGM. NOTICE OF DIVIDEND PAYMENT AND ENTITLEMENT DATE Resolution 6 Special Resolution NOTICE IS ALSO HEREBY GIVEN that a final dividend of 3.0 sen per ordinary share of RM0.50 each less Malaysian Income Tax of 25% and a final tax exempt dividend of 1.5 sen per ordinary share of RM0.50 each for the financial year ended 31 December 2011, if approved at the forthcoming Annual General Meeting, will be payable on 8 June 2012.
218 WCT Berhad (66538-K) annual report 2011 NOTICE OF THIRTY FIRST ANNUAL GENERAL MEETING cont’d The entitlement date shall be fixed on 23 May 2012 and a Depositor shall qualify for entitlement only in respect of: (a) Shares transferred into the Depositor’s Securities Account before 4.00 p.m. on 23 May 2012 in respect of ordinary transfers; and (b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad. By Order of the Board WONG POOI CHEONG Secretary Selangor Darul Ehsan 23 April 2012 NOTES: A. PROXY 1. A member entitled to attend and vote at the meeting may appoint one (1) proxy to attend and vote on his/her behalf. A proxy may but need not be a member of the Company and if not a member, he/she need not be a qualified legal practitioner, an approved company auditor or a person approved by the Registrar. 2. The instrument appointing a proxy shall be signed by (a) the individual member or (b) the individual member’s attorney duly supported by a certified true copy of the power of attorney. 3. For a corporate member, the instrument appointing a proxy shall be executed under (a) its common seal or (b) the hand of a duly authorised officer or attorney. In the case of (b), it shall be supported by a certified true copy of (i) the resolution appointing such officer, or (ii) the relevant power of attorney. 4. In the case of a member who is an Exempt Authorised Nominee as defined under the Securities Industry (Central Depositories) Act, 1991, there is no limit as to the number of proxies it may appoint. If more than one (1) proxy is appointed, the Exempt Authorised Nominee shall specify the number of shares to be represented by each proxy. 5. The instrument appointing a proxy must be deposited at the Registered Office of the Company at No. 12, Jalan Majistret U1/26, Seksyen U1, Lot 44, Hicom-Glenmarie Industrial Park, 40150 Shah Alam, Selangor Darul Ehsan, not less than forty-eight (48) hours before the time fixed for holding the meeting or any adjourned meeting thereof. B. DIRECTOR NOT SEEKING RE-ELECTION Mr Cheah Hon Kuen, the Independent Non-Executive Director who is retiring pursuant to Article 65 of the Company’s Articles of Association, has given notification that he is not seeking re-election and will retire upon the conclusion of the AGM. C. EXPLANATORY NOTES ON SPECIAL BUSINESS Resolution 6 and Special Resolution Please refer to the Statement to Shareholders in relation to the Proposed Renewal of Share Buy-Back Authority and Proposed Amendments to the Articles of Association of the Company dated 23 April 2012 despatched together with the Company’s 2011 Annual Report for further information.
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