Hatching For The Future - teo seng capital berhad

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Teo Seng Capital Berhad APPENDIX I Proposed Amendments To The Articles Of Association Of The Company Article No. EXISTING ARTICLES PROPOSED ARTICLES Rationale(s) 96 The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under the corporation’s seal or under the hand of an officer or attorney duly authorised. The directors may, but shall not be bound to require evidence of the authority of any such attorney or officer. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation and the provisions of Section 149(1)(b) of the Act shall not apply to the Company. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. Where a member of the Company is an authorised nominee as defined under the Depositories Act, it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under the corporation’s seal or under the hand of an officer or attorney duly authorised. The directors may, but shall not be bound to require evidence of the authority of any such attorney or officer. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation and the provisions of Section 149(1)(b) of the Act shall not apply to the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at a meeting of the Company shall have the same rights as the Member to speak at a meeting. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. Where a member of the Company is an authorised nominee as defined under the Depositories Act, it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. Pursuant to the Para. 7.21A of the Listing Requirements where it accords proxies the same rights as members to speak at the general meeting. Annual Report 2012 106
Proxy Form CDS Account No. of Authorised Nominee# #applicable to shares held through nominee account I/We_______________________________________________________________________ NRIC No. ______________________________ of_______________________________________________________________________________________________________________ being a member(s) of TEO SENG CAPITAL BERHAD (Company No.:732762-T) hereby appoint __________________________________ ___________________________________________________________________________ NRIC No. ______________________________ of_______________________________________________________________________________________________________________ or failing him/her, _____________________________________________________ NRIC No. ____________________________________ of ________________________________________________________________________________________________________________ or failing him/her, the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the Sixth Annual General Meeting of the Company to be held at Jasmine A & B Conference Room, Fourth Floor, Riverview Hotel, 29 Jalan Bentayan, 84000 Muar, Johor on Thursday, 20 September 2012 at 12.00 noon and at any adjournment thereof. The proxy is to vote in the manner indicated below, with an “X” in the appropriate spaces. If no specific direction as to voting is given, the proxy will vote or abstain from voting at his/her discretion. Item Agenda 1. To receive the Audited Financial Statements for the financial year ended 31 March 2012 and the Reports of Directors and Auditors thereon. 2. 3. 4.1 4.2 4.3 5. 6. 7. 8. Ordinary Resolutions Resolution FOR AGAINST To approve the payment of final dividend of 8.75%, in respect of the financial year ended 31 March 2012 under single-tier systems. 1 To approve Directors' fees for the financial year ended 31 March 2012. To re-elect Mr Lau Jui Peng who retires as a Director of the Company pursuant to Article 103 of the Company’s Articles of Association. 2 3 To re-elect Mr Nam Yok San who retires as a Director of the Company pursuant to Article 103 of the Company’s Articles of Association. 4 To re-elect Mr Na Yok Chee who retires as a Director of the Company pursuant to Article 103 of the Company’s Articles of Association. 5 To re-appoint Messrs. Crowe Horwath as auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration. 6 Authority to Issue Shares. Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature. 7 8 Proposed Renewal of Authorisation to enable Teo Seng Capital Berhad to Purchase up to 10% of the 9 Issued and Paid-up Ordinary Share Capital of the Company. Special Resolution Resolution FOR AGAINST 9. Proposed Amendments to the Articles of Association of the Company. 1 Signed this ______________________ day of ______________________ 2012 _______________________________ Signature of Member/Common Seal Number of shares held: Date: Seal For appointment of two proxies, percentage of shareholdings to be represented by the proxies : No of shares Percentage Proxy 1 % Proxy 2 % 100 % NOTES:- (i) (ii) (iii) (iv) (v) (vi) (vii) A member entitled to attend and vote at this meeting is entitled to appoint a proxy/(proxies or attorney) or authorised representative to attend and vote in its stead. A proxy may but need not be a member of the Company and need not be an advocate, an approved company auditor or a person approved by the Registrar of Companies. The provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. Where a member appoints two (2) proxies, the appointment shall be invalid unless the member specifies the proportion of his shareholding to be represented by each proxy. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for the multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. Where the exempt authorised nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies. The instrument appointing a proxy or the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company at 201-203, Jalan Abdullah, 84000 Muar, Johor, not less than forty-eight (48) hours before the time for holding the meeting i.e. before 12.00 noon, 18 September 2012 or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. If the appointer is a corporation, this form shall be executed under its common seal or under the hand of its officer or attorney duly authorised. If this Proxy Form is signed under the hands of an officer duly authorised, it should be accompanied by a statement reading “signed as authorised officer under Authorisation Document which is still in force, no notice of revocation having been received”. If this Proxy Form is signed under the attorney duly appointed under a power of attorney, it should be accompanied by a statement reading “signed under Power of Attorney which is still in force, no notice of revocation having been received”. A copy of the Authorisation Document or the Power of Attorney, which should be valid in accordance with the laws of the jurisdiction in which it was created and is exercised, should be enclosed in this Proxy Form.
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Hatching For The Future - teo seng capital berhad

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