SCB Prospectus - Announcements - Bursa Malaysia

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Company No. 462648-V 14. ADDITIONAL INFORMATION 14.1 SHARE CAPITAL (i) As at the LPD, our Board is not aware of any need of capital raising and is of the opinion that no security will be allotted or issued on the basis of this Introductory Document later than twelve (12) months after the date of the issue of this Introductory Document. (ii) None of the Group's capital is under option or agreed conditionally or unconditionally to be put under option. (iii) There is currently no scheme for or involving our Directors and employees in the capital of our Group. (iv) There is no limitation imposed either by the laws of Malaysia or by the Memorandum and Articles of Association of Willowglen on the rights of non-resident shareholders to hold or exercise voting rights in respect of the Willowglen Shares. (v) As at the LPD, there is only one (1) class of shares in the Company, namely ordinary shares of RM0.10 each, all of which rank pari passu with one another. (vi) Subject to any special rights attached to any Willowglen shares which the Group may issue in the future, ordinary shareholders shall, in proportion to the amount paid-up on the Willowglen Shares held by them, be entitled to share in the whole of the profits paid out by the Company as dividends and other distributions and the whole of any surplus in the event of any liquidation, in accordance with the Articles of Association of the Company. (vii) Each shareholder shall be entitled to vote at any general meeting of the Company in person or in proxy, or by attorney, and on a show of hands, each person present who is a shareholder or representative or proxy or attorney of a shareholder shall have 1 vote, and on a poll, every shareholder present in person or by proxy or by attorney or other duly authorized representative shall have 1 vote for each Willowglen Share held. A proxy may but need not be a member of the Company. 14.2 ARTICLES OF ASSOCIATION The following provisions are reproduced from our Group’s Articles of Association which comply with the Listing Requirements of Bursa Securities and Rules of Bursa Depository:- (i) Transfer of Shares The provisions in the Articles of Association in respect of the arrangements for transfer of the securities and restrictions on their free transferability are as follows:- Article 18 The transfer of any listed security or class of listed security of the Company, shall be by way of book entry by the Central Depository in accordance with the Rules and, notwithstanding section 103 and 104 of the Act, but subject to subsection 107C(2) of the Act and any exemption that may be made from compliance with subsection 107C(1) of the Act, the Company shall be precluded from registering and effecting any transfer of the listed securities. Subject to these Articles, there shall be no restriction on the transfer of fully paid shares except where required by law. 199
Company No. 462648-V 14. ADDITIONAL INFORMATION (CONT’D) Article 19 No share shall in any circumstances be transferred to any infant, bankrupt or person of unsound mind. Article 22 The Register of Transfers may be closed at such time and for such period as the Directors may from time to time determine Provided Always that it shall not be closed for more than thirty (30) days in any year. Any notice of intention to fix the books closing date and the reason therefore shall be given to the Exchange, such notice shall state the book closing date, which shall be at least twelve (12) market days (or such other period as prescribed by the Exchange or any relevant governing laws and/or guidelines) after the date of notification to the Exchange, and the address of share registry at which documents will be accepted for registration. At least three (3) market days prior notice shall be given to the Central Depository to enable the Central Depository to prepare the appropriate Record of Depositors. Article 23 Neither the Company nor its Directors nor any of its officers shall incur any liability for registering or acting upon a transfer of shares apparently made by sufficient parties, although the same may by reason of any fraud or other cause not known to the Company or its Directors or other officers be legally in-operative or insufficient to pass the property in the shares proposed or professed to be transferred, and although the transfer may, as between the transferor and transferee, be liable to be set aside and in every such case, the person registered as transferee, his executors, administrators and assignees alone shall be entitled to be recognised as the holder of such shares and the previous holder shall, so far as the Company is concerned, be deemed to have transferred his whole title thereto. Provided always that where the share is a depository security, subject to the Rules, a transfer or withdrawal of the share may be carried out by the person becoming so entitled. (ii) Remuneration of our Directors The provisions in the Articles dealing with the remuneration of the Directors of our Group are as follows:- Article 75 The Company in a general meeting shall from time to time determine the fees of the Director. Unless otherwise directed by the resolution by which it is voted, any such fees shall be divided amongst the Directors as they may agree or failing agreement equally. Fees payable to Directors shall not be increased except pursuant to a resolution passed at a general meeting where notice of proposed increase has been given in the notice convening the meeting. The Directors shall also be entitled to be repaid all travelling and hotel expenses properly incurred by them respectively in or about the performance of their duties as Directors, including their expenses of travelling to and from meetings of Directors or general meetings or which he may otherwise incur on or about the business of the Company. If by arrangement with Directors, any Director shall perform or render any special duties or service outside his ordinary duties as a Director, in particular without limiting to the generality of the foregoing if any Director being willing shall be called upon to perform extra services o to make any special exertions in going or residing away from his usual place of business or residence for any of the purposes of the Company or in giving special attention to the business of the Company as a member of a Committee of Directors, the Directors may pay him special remuneration, in addition to his Director’s fees, and such special remuneration may be by way of a fixed sum, or otherwise as may be 200
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Company No. 462648-V PRESENTATION O
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Company No. 462648-V DEFINITIONS Th
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Company No. 462648-V TABLE OF CONTE
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Company No. 462648-V 1. CORPORATE D
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Company No. 462648-V 1. CORPORATE D
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Company No. 462648-V 2. INFORMATION
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Company No. 462648-V 3. PARTICULARS
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Company No. 462648-V 4. RISK FACTOR
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Company No. 462648-V 7. INDUSTRY OV
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Company No. 462648-V 14. ADDITIONAL
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SCB Prospectus - Announcements - Bursa Malaysia

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