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redtone international berhad - Announcements - Bursa Malaysia

redtone international berhad - Announcements - Bursa Malaysia

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Notes:<br />

1 Deemed interested by virtue of the direct shareholding of his wife, Suryani binti Ahmad<br />

Sarji and his interest in Indah Pusaka Sdn. Bhd.<br />

2. Deemed interested by virtue of its (i) deemed interest in Berjaya Capital Berhad, the holding<br />

company of Berjaya Sompo Insurance Berhad and Prime Credit Leasing Sdn Bhd; and (ii)<br />

interest in Berjaya Land Berhad, the holding company of Selat Makmur Sdn Bhd.<br />

3. Deemed interested by virtue of its interest in Berjaya Sompo Insurance Berhad and Prime<br />

Credit Leasing Sdn Bhd.<br />

4. Deemed interested by virtue of its interest in Berjaya Capital Berhad, the holding company of<br />

Berjaya Sompo Insurance Berhad and Prime Credit Leasing Sdn Bhd.<br />

5. Deemed interested by virtue of its interest in Juara Sejati Sdn Bhd, Berjaya Sompo Insurance<br />

Berhad, Prime Credit Leasing Sdn. Bhd. and Selat Makmur Sdn. Bhd..<br />

6. Deemed interested by virtue of its interest in Berjaya Group Berhad.<br />

7. Deemed interested by virtue of their interests in Berjaya Corporation Berhad.<br />

The interested Director namely Zainal Amanshah bin Zainal Arshad has abstained and will<br />

continue to abstain from all Board deliberations and voting at the meeting in respect of the<br />

transactions in which he has an interest as detailed in Section 2.5 of Part A of this Circular.<br />

The interested Director namely Zainal Amanshah bin Zainal Arshad and interested major<br />

shareholders (namely Juara Sejati Sdn Bhd, Berjaya Capital Berhad, Berjaya Corporation<br />

Berhad, Bizurai Bijak (M) Sdn Bhd, Berjaya Group Berhad, Hotel Resort Enterprise Sdn Bhd<br />

and Tan Sri Dato’ Seri Vincent Tan Chee Yioun) will also abstain from voting in respect of<br />

their direct and/or indirect shareholdings on the resolution approving the Proposed<br />

Shareholders’ Mandate at the forthcoming AGM to be convened.<br />

The interested Director and major shareholders namely Zainal Amanshah bin Zainal Arshad,<br />

Juara Sejati Sdn Bhd, Berjaya Capital Berhad, Bizurai Bijak (M) Sdn Bhd, Berjaya Group<br />

Berhad, Berjaya Corporation Berhad, Hotel Resort Enterprise Sdn Bhd and Tan Sri Dato’ Seri<br />

Vincent Tan Chee Yioun have also undertaken to ensure that the persons connected to them<br />

(if any) will abstain from voting via their direct and/or indirect shareholdings on the resolution<br />

pertaining to the Proposed Shareholders’ Mandate at the forthcoming AGM.<br />

6. DIRECTORS’ RECOMMENDATION<br />

The Board (save and except for Director namely Zainal Amanshah bin Zainal Arshad who is<br />

interested in the Proposed Shareholders’ Mandate), having considered all aspects of the<br />

Proposed Shareholders’ Mandate, is of the opinion that the Proposed Shareholders’ Mandate<br />

is in the best interest of the REDtone Group. Accordingly they (save and except for Director<br />

namely Zainal Amanshah bin Zainal Arshad) recommend that you vote in favour of the<br />

resolution pertaining to the Proposed Shareholders’ Mandate under special business in the<br />

agenda as set out in the Annual Report of REDtone for the financial year ended 31 May 2009<br />

to be tabled at the forthcoming AGM.<br />

7. APPROVAL REQUIRED<br />

The Proposed Shareholders’ Mandate is subject to the approval of the shareholders at the<br />

forthcoming AGM.<br />

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