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Annual Report 2010 - Tenaga Nasional Berhad

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2 TENAGA NASIONAL BERHAD ANNUAL REPORT <strong>2010</strong><br />

Notice of<br />

<strong>Annual</strong><br />

General Meeting<br />

NOTICE IS HEREBY GIVEN THAT the 20 th <strong>Annual</strong> General Meeting of<br />

<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> will be held on Wednesday, 15 December <strong>2010</strong>,<br />

at 10.00 a.m. at Dewan Serbaguna, Kompleks Sukan TNB, Jalan Pantai<br />

Baru, 59200 Kuala Lumpur to transact the following businesses:-<br />

AS ORDINARY BUSINESS:-<br />

1. To receive the Audited Financial Statements for the<br />

Financial Year ended 31 August <strong>2010</strong> together with the<br />

<strong>Report</strong>s of the Directors and Auditors thereon.<br />

Ordinary Resolution 1<br />

2. To approve the declaration of final gross dividend of 20.0<br />

sen per ordinary share less income tax of 25% for the<br />

Financial Year ended 31 August <strong>2010</strong>.<br />

Ordinary Resolution 2<br />

3. To approve the payment of Directors’ fees of RM575,000.00<br />

for the Financial Year ended 31 August <strong>2010</strong>.<br />

Ordinary Resolution 3<br />

4. To re-elect the following Directors who retire in<br />

accordance with Article 135 of the Company’s Articles of<br />

Association:-<br />

(i) Dato’ Sri Che Khalib Bin Mohamad Noh<br />

Ordinary Resolution 4<br />

(ii) Dato’ Fuad Bin Jaafar<br />

Ordinary Resolution 5<br />

5. To re-elect the following Directors who retire in<br />

accordance with Article 133 of the Company’s Articles of<br />

Association:-<br />

(i) Dato’ Abd Manaf Bin Hashim<br />

Ordinary Resolution 6<br />

(ii) Dato’ Ir. Azman Bin Mohd<br />

Ordinary Resolution 7<br />

(iii) Chung Hon Cheong<br />

Ordinary Resolution 8<br />

6. To re-appoint Tan Sri Dato’ Seri Siti Norma Binti Yaakob<br />

who retires in accordance with Section 129 of the<br />

Companies Act, 1965 (“Act”) to hold office until the<br />

conclusion of the next <strong>Annual</strong> General Meeting<br />

(“AGM”).<br />

Ordinary Resolution 9<br />

7. To re-appoint Messrs PricewaterhouseCoopers, having<br />

consented to act, as Auditors of the Company, to hold<br />

office until the conclusion of the next AGM and to<br />

authorise the Directors to fix their remuneration.<br />

ordinary Resolution 10<br />

AS SPECIAL BUSINESS:-<br />

To consider and if thought fit, to pass the following<br />

Resolutions:-<br />

8. Specific authority for the Directors to issue shares<br />

pursuant to the Employees’ Share Option Scheme II<br />

“THAT pursuant to TNB Employees’ Share Option Scheme<br />

II (“ESOS II”) as approved at the Extraordinary General<br />

Meeting (“EGM”) of the Company held on 29 May 2003,<br />

approval be and is hereby given to the Directors to issue<br />

shares in the Company at any time and in accordance<br />

with the terms and conditions of the said scheme.”<br />

Ordinary Resolution 11<br />

9. Proposed renewal of authority for the purchase by the<br />

Company of its own shares<br />

“THAT subject to compliance with the Act, the Company’s<br />

Memorandum and Articles of Association, the Main<br />

Market Listing Requirements of Bursa Malaysia Securities<br />

<strong>Berhad</strong> and all other applicable laws, guidelines, rules<br />

and regulations for the time being in force or as may be<br />

amended from time to time, and the approvals from all<br />

relevant authorities, the Company be and is hereby<br />

authorised to purchase such amount of ordinary shares

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