ANNUAL REPORT - ChartNexus

ExPLANATORY NOTES ON SPECIAL BUSINESS
Ordinary Resolution 8
Resolution pursuant to Section 132D, Companies Act, 1965.
Annual Report 2009
NOTICE OF ANNUAL GENERAL MEETING
Ordinary Resolution 8, if passed, will empower the Directors to issue shares in the Company up to an amount not exceeding in total
10% of the issued share capital of the Company, subject to compliance with the relevant regulatory requirements. The approval is
sought to avoid any delay and cost in convening a general meeting for such issuance of shares. This authority, unless revoked or
varied by the Company at a general meeting, will expire at the next Annual General Meeting.
Special Resolution 9
Special Resolution 9 on the Proposed Amendments to the Articles of Association of the Company refers to the payment of dividend,
interest or other moneys payable in cash directly by electronic transfer into shareholders’ accounts opened and maintained with a
financial institution based in Malaysia. This would promote greater efficiency and align the payment system to the national agenda
of migrating to electronic payment.
In addition, the Special Resolution 9, if passed, will bring the Articles of Association of the Company in line with the recent
amendments to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
Please refer to Appendix 1 in the Annual Report 2009 for details on the Proposed Amendments to the Articles of Association.
Notes:
1. A member entitled to attend and vote at the Meeting is entitled to appoint more than two (2) proxies to attend and vote in his
stead. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without
limitation and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing
or, if the appointer is a corporation, either under its seal or under the hand of an officer or attorney duly authorised.
3. A holder may appoint more than two (2) proxies to attend the Meeting. Where a member appoints two (2) or more proxies,
he shall specify the proportion of his shareholding to be represented by each proxy.
4. The right of foreigners to vote in respect of their deposited securities is subject to Section 41(1)(e) and Section 41(2) of the
Securities Industry (Central Depositories) Act, 1991 and the Securities Industry (Central Depositories) (Foreign Ownership)
Regulations, 1996. The position of such Depositors in this regard will be determined based on the General Meeting Record
of Depositors. Such Depositors whose shares exceed the Company’s foreign shareholding limit of 45% as at the date of the
General Meeting Record of Depositors may attend the above Meeting but are not entitled to vote. Consequently, a proxy
appointed by such Depositor who is not entitled to vote will also not be entitled to vote at the above Meeting.
5. The instrument appointing a proxy must be deposited at Symphony Share Registrars Sdn. Bhd., Level 6, Symphony House,
Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia, not less than 48 hours before
the time for holding the Meeting or at any adjournment thereof.
6. Shareholders’ attention is hereby drawn to the Listing Requirements of Bursa Malaysia Securities Berhad, which allows a
member of the Company who is an authorised nominee as defined under the Securities Industry (Central Depositories) Act,
1991, to appoint at least one (1) proxy in respect of each securities account he holds with ordinary shares of the Company
standing to the credit of the said securities account.
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