Annual Report 2010 - Tenaga Nasional Berhad

4 TENAGA NASIONAL BERHAD ANNUAL REPORT 2010
Notice of
Annual
General Meeting (CONT’D)
AND THAT the Board be and is hereby authorised to do
all such acts, deeds and things as are necessary and/or
expedient in order to give full effect to the Proposed
Bonus Issue with full powers to assent to any conditions,
modifications and/or amendments as may be required by
any relevant parties to give effect to the Proposed Bonus
Issue.”
Ordinary Resolution 13
11. Proposed Increase in the Authorised Share Capital of TNB
from RM5,000,001,501 comprising 5,000,000,000 shares,
1 Special Rights Redeemable Preference Share of RM1.00,
1,000 Class A Redeemable Preference Shares of RM1.00
each and 500 Class B Redeemable Preference Shares of
RM1.00 each, to RM10,000,001,501 comprising
10,000,000,000 shares, 1 Special Rights Redeemable
Preference Share of RM1.00, 1,000 Class A Redeemable
Preference Shares of RM1.00 each and 500 Class B
Redeemable Preference Shares of RM1.00 each (“Proposed
Increase in Authorised Share Capital”)
“THAT, subject to the passing of Ordinary Resolution 13
and Special Resolution 1 and the approval of any other
parties, if required, the Authorised Share Capital of the
Company be and is hereby increased from RM5,000,001,501
comprising 5,000,000,000 Shares, 1 Special Rights
Redeemable Preference Share of RM1.00, 1,000 Class A
Redeemable Preference Shares of RM1.00 each and 500
Class B Redeemable Preference Shares of RM1.00 each to
RM10,000,001,501 comprising 10,000,000,000 Shares, 1
Special Rights Redeemable Preference Share of RM1.00,
1,000 Class A Redeemable Preference Shares of RM1.00
each and 500 Class B Redeemable Preference Shares of
RM1.00 each by the creation of 5,000,000,000 new Shares
each.
AND THAT the Board be and is hereby authorised to do
all such acts, deeds and things as are necessary and/or
expedient in order to give full effect to the Proposed
Increase in Authorised Share Capital with full powers to
assent to any conditions, modifications and/or
amendments as may be required by any relevant parties
to give effect to the Proposed Increase in Authorised
Share Capital.”
Ordinary Resolution 14
12. Proposed Amendments to the Memorandum and Articles
of Association of the Company (“M&A”) in relation to
the Proposed Increase in Authorised Share Capital
(“Proposed M&A Amendments 1”)
“THAT, subject to the passing of Ordinary Resolutions 13
and 14, the M&A of the Company be altered as follows:
(a)
(b)
by deleting the existing clause 6 of the Memorandum
of Association in entirety and replacing it with the
following new clause 6:
New Clause 6
The share capital of the Company is RM10,000,001,501.00
(Ten Billion One Thousand Five Hundred and One
Ringgit) divided into 10,000,000,000 Ordinary Shares
of RM1.00 each, 1 Special Rights Redeemable
Preference Share of RM1.00, 1,000 Class A Redeemable
Preference Shares of RM1.00 each and 500 Class B
Redeemable Preference Shares of RM1.00 each with
power to increase and with power from time to
time to issue any shares of the original or new
capital with any preference or priority in the payment
of dividends or the distribution of assets or otherwise
over any other shares, whether ordinary or preference
and whether issued or not and to vary the regulations
of the Company as far as necessary to give effect to
any such preference or priority, and upon the
subdivision of a share to apportion the rights to
participate in profits or surplus assets with special
rights, priorities and privileges to any of the
subdivided shares or the right to vote in any manner
as between the shares resulting from such
subdivision.
by deleting the existing clause 4 of the Articles of
Association in entirety and replacing it with the
following new clause 4:
New Clause 4
The authorised share capital of the Company is
RM10,000,001,501.00 divided into 10,000,000,000
Ordinary Shares of RM1.00 each, 1 Special Rights
Redeemable Preference Share of RM1.00, 1,000
Class A Redeemable Preference Shares (as referred
to in Article 7A) of RM1.00 each and 500 Class B
Redeemable Preference Shares (as referred to in
Article 7B) of RM1.00 each.