tomypak holdings berhad annual report 2012 - Announcements ...

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Notice of Annual General Meeting (Cont’d) 8. ORDINARY RESOLUTION • Proposed Renewal of Shareholders’ Approval for Share Buy-Back “THAT, subject to compliance with the Companies Act, 1965, the Memorandum and Articles of Association of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and all other applicable laws, regulations and guidelines of all relevant governmental and/or regulatory authorities, the Company be and is hereby authorised to allocate an amount not exceeding the total audited share premium and retained profits of the Company for the purpose of and to purchase such amount of ordinary shares of RM0.50 each (“Tomypak Shares”) in the Company as may be determined by the Directors of the Company from time to time through the Bursa Securities as the Directors may deem fit in the interest of the Company provided that the aggregate number of shares purchased and/or held pursuant to this resolution does not exceed ten percent (10%) of the total issued and paid-up share capital of the Company. AND THAT upon completion of the purchase by the Company of its own shares, the Directors are authorised to retain the Tomypak Shares as treasury shares or cancel the Tomypak Shares or retain part of the Tomypak Shares so purchased as treasury shares and cancel the remainder. The Directors are further authorised to resell the treasury shares on the Bursa Securities or distribute the Tomypak Shares as dividends to the Company’s shareholders or subsequently cancel the treasury shares or any combination of the three. AND THAT the Directors be and are hereby empowered to carry out the above immediately upon the passing of this resolution and from the date of the passing of this resolution until: i. the conclusion of the next Annual General Meeting of the Company at which time it shall lapse unless by an ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or ii. the expiration of the period within which the next Annual General Meeting after that is required by law to be held; or iii. revoked or varied by ordinary resolution passed by the shareholders of the Company in general meeting; whichever is the earliest but not so as to prejudice the completion of purchase of own shares by the Company before the aforesaid expiry date and to take all steps as are necessary and/or to do all such acts and things as the Directors deem fit, necessary or expedient in the interest of the Company to give full effect to the Proposed Share Buy-Back with full power to assent to any condition, modification, revaluation, variation and/or amendment (if any) as may be imposed or permitted by the relevant authorities.” (Resolution 7) TOMYPAK HOLDINGS BERHAD ANNUAL REPORT 2012 pg 3 ▲
ANNUAL REPORT 2012 pg 4 ▲ Notice of Annual General Meeting (Cont’d) 9. ORDINARY RESOLUTION • Retention of Independent Director, YB Tan Sri Dato’ Seri Arshad Bin Ayub THAT YB Tan Sri Dato’ Seri Arshad Bin Ayub be retained as Independent Non- Executive Director of the Company in accordance with the Malaysian Code on Corporate Governance 2012. (Resolution 8) 10. ORDINARY RESOLUTION • Retention of Independent Director, Mr. Teoh Kok Swee @ Michael Teoh THAT Mr. Teoh Kok Swee @ Michael Teoh be retained as Independent Non- Executive Director of the Company in accordance with the Malaysian Code on Corporate Governance 2012. (Resolution 9) 11. SPECIAL RESOLUTION • Proposed Amendments to Articles of Association of the Company THAT the Proposed Amendments to the Company’s Articles of Association as set out in Annexure A be and are hereby approved and adopted AND THAT the Directors and Secretary of the Company be and are hereby authorised take all steps as are necessary and expedient in order to implement, finalise and give full effect to the Proposed Amendments to the Company’s Articles of Association. 12. To transact any other business for which due notice shall have been given in accordance with the Company’s Articles of Association and the Companies Act, 1965. (Resolution 10) Further notice is hereby given that for the purpose of determining a member who shall be entitled to attend the Eighteenth Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. to issue a General Meeting Record of Depositors as at 15 May 2013. Only a depositor whose name appears on the Record of Depositors as at 15 May 2013 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his/her behalf. BY ORDER OF THE BOARD ANG MUI KIOW (LS0001886) TAI YIT CHAN (MAICSA 7009143) Company Secretaries Johor Bahru 26 April 2013 TOMYPAK HOLDINGS BERHAD
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