Annual Report 2010 - Tenaga Nasional Berhad

6 TENAGA NASIONAL BERHAD ANNUAL REPORT 2010
Notice of
Annual
General Meeting (CONT’D)
EXPLANATORY NOTES ON SPECIAL BUSINESS
(i)
(ii)
Ordinary Resolution 11: Power for the Directors to issue shares pursuant
to the ESOS II.
The proposed Ordinary Resolution, if passed, is to empower the Directors
to issue shares in the Company pursuant to the terms and conditions of
ESOS II, which was approved at the EGM of the Company held on 29 May
2003.
Ordinary Resolution 12: Proposed Renewal of Share Buy-Back Authority.
The proposed Ordinary Resolution, if passed, is to empower the Directors
to purchase the Company’s shares of up to 10% of the issued and paid
up capital of the Company by utilising the funds allocated out of the
retained profits and the share premium account of the Company. This
authority unless revoked or varied at a general meeting, will expire at the
next AGM of the Company.
Detailed information on the Proposed Renewal Share Buy-Back Authority
is set out in the Statement to Shareholders in relation to the proposed
renewal of authority for the purchase by the Company of its own shares
dated 19 November 2010 despatched together with the Company’s 2010
Annual Report.
(iii) Ordinary Resolution 13: Proposed bonus issue of up to 1,119,088,296
new shares in TNB.
Notes:-
Registration of Members/Proxies
Registration of Members/Proxies attending the Meeting will be from 7.00 a.m.
on the day of the Meeting. Members/Proxies are required to produce
identification documents for registration.
Proxy
(i)
(ii)
(iii)
Any member entitled to attend and vote at this Meeting of the Company
is entitled to appoint a proxy to attend and vote in his stead. A proxy
need not be a Member of the Company.
The instrument appointing a proxy shall be in writing under the hand of
the appointer or of his attorney duly appointed under a power of
attorney. Where the instrument appointing a proxy/proxies is executed
by a corporation, it shall be executed under its common seal or under the
hand of any officer or attorney duly appointed under a power of
attorney.
Pursuant to Article 105(4) of the Company’s Articles of Association, a
member is entitled to appoint not more than two (2) proxies, and where
a member appoints two (2) proxies, the appointment shall be invalid
unless the percentage of the holding to be represented by each proxy is
specified.
(iv)
Ordinary Resolution 14: Proposed Increase in the Authorised Share
Capital of the Company.
(v) Special Resolutions 1 and 2: Proposed M&A Amendments 1 and 2.
Details on the Ordinary Resolutions 13 and 14 and Special Resolutions 1 and 2
are set out in the Circular to Shareholders dated 19 November 2010.
(iv)
(v)
A corporation which is a member, may by resolution of its Directors or
other governing body authorise such person as it thinks fit to act as its
representative at the Meeting, in accordance with Article 107(6) of the
Company’s Articles of Association.
The instrument appointing a proxy/proxies must be deposited at
Symphony Share Registrars Sdn. Bhd., Level 6, Symphony House, Pusat
Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul
Ehsan, Malaysia not less than forty-eight (48) hours before the time set
for the Meeting.
Additional Information on Ordinary Resolutions 4 to 9
Additional Information on the Particulars of the retiring Directors, as required
under Appendix 8A of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad are detailed out in the Annual Report.