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Kencana 2011 vis - SapuraKencana Petroleum

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Notice of Annual General Meeting (continued)<br />

NOTES:<br />

(a) The Audited Financial Statements in Agenda 1 is meant for discussion only as the approval of shareholders is not<br />

required pursuant to the pro<strong>vis</strong>ion of Section 169(1) of the Companies Act, 1965. Hence, this Agenda is not put<br />

forward for voting by shareholders of the Company.<br />

(b) A member of the Company entitled to attend and vote at the Meeting is entitled to appoint any person to be his proxy<br />

to attend and vote in his stead. A proxy may but need not be a member of the Company and the pro<strong>vis</strong>ions of Section<br />

149(1)(b) of the Companies Act, 1965 shall not apply to the Company.<br />

(c) A member shall not be entitled to appoint more than two (2) proxies to attend and vote at the same meeting. Where a<br />

member appoints two (2) proxies, the appointments shall be invalid unless he specifies the proportions of his holdings<br />

to be represented by each proxy. Where a member of the Company is an authorised nominee as defined under the<br />

Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each securities<br />

account it holds with ordinary shares of the Company standing to the credit of the said securities account.<br />

(d) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised<br />

in writing or, if the appointor is a corporation, either under its common seal or the hand of its officer or attorney duly<br />

authorised.<br />

(e) The instrument of proxy must be deposited at the Registered Office of the Company at Lot 6.08, 6th Floor, Plaza First<br />

Nationwide, No. 161, Jalan Tun. H.S. Lee, 50000 Kuala Lumpur, not less than forty-eight (48) hours before the time<br />

fixed for holding the Meeting or at any adjournment thereof.<br />

EXPLANATORY NOTES<br />

1. Resolution 6 - Authority to Issue and Allot Shares Pursuant to Section 132D of the Companies Act, 1965<br />

The Proposed Resolution 6, if approved, will give the Directors of the Company, from the date of the above<br />

Annual General Meeting (“AGM”), authority to issue and allot shares from the unissued capital of the Company<br />

for such purposes as the Directors may deem fit and in the interest of the Company. The authority, unless<br />

revoked or varied by the Company in general meeting, will expire at the conclusion of the next AGM of the Company.<br />

The Company is seeking the approval from shareholders on the renewal of the above mandate for the purpose<br />

of possible fund raising exercise including but not limited to further placement of shares for purpose of funding<br />

future investment project(s), working capital and/or acquisitions. Pursuant to the mandate granted at the last<br />

AGM held on 14 December 2010, the Company had on 2 February <strong>2011</strong> issued 166,698,000 ordinary shares of<br />

RM0.10 each at an issue price of RM2.38 per share. Please refer to page 67 of the Annual Report for details and<br />

status of the utilisation of proceeds raised from the issuance of shares.<br />

12 <strong>Kencana</strong> <strong>Petroleum</strong>

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