2009 - TDM Berhad

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134 TDM Berhad (6265-P)Notice of Annual General MeetingNOTICE IS HEREBY GIVEN THAT the Forty-Fifth (45th) Annual General Meeting of the Company will be held at Rajawali 2, 2nd FloorMarina Building, Ri-Yaz Heritage Marina Resort & Spa Pulau Duyong, 21300 Kuala Terengganu, Terengganu, Malaysia on Monday, 17 May 2010at 10.30 a.m. for the following purposes:AgendaAs Ordinary Business1. To receive the Statutory Financial Statements for the fi nancial year ended 31 December 2009 together with the Reports of the Directorsand the Auditors thereon. Resolution 12. To re-elect the following Directors retiring pursuant to Article 113 of the Company’s Articles of Association, and being eligible offer themselvesfor re-election:i) Dato’ Haji Abdul Razak Bin Ismail Resolution 2ii) Haji Zakaria Bin K C Ahammu Resolution 33. To approve the payment of the First and Final dividend of 4 sen per ordinary share less 25% Income Tax and 9 sen per ordinary share taxexempt under the single-tier system for the fi nancial year ended 31 December 2009. Resolution 44. To approve the payment of Directors’ Remuneration as stated in the Audited Financial Statement for the fi nancial year ended 31 December2009.Resolution 55. To approve the payment of Directors’ Remuneration for the fi nancial year ending 31 December 2010. Resolution 66. To re-appoint Messrs. Ernst & Young as Auditors of the Company and to authorise the Directors to fi x their remuneration. Resolution 7As Special BusinessTo consider and if thought fi t, to pass the following ordinary resolutions:7. Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965“THAT subject always to the Companies Act, 1965, Articles of Association of the Company and approvals from Bursa Malaysia SecuritiesBerhad and any other governmental/regulatory bodies, where such approval is necessary, full authority be and is hereby given to theDirectors pursuant to Section 132D of the Companies Act, 1965 to issue not more than ten percent (10%) of the issued capital of theCompany at any time upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fi t orin pursuance of offers, agreements or options to be made or granted by the Directors while this approval is in force and that the Directorsbe and are hereby further authorized to make or grant offers, agreements or options which would or might require shares to be issuedafter the expiration of the approval hereof AND THAT authority be and is hereby given to the Directors to obtain approval for the listing ofand quotation for the additional shares so issued on Bursa Malaysia Securities Berhad.” Resolution 88. Authority to Allot and Issue Shares Pursuant to the Employees’ Share Option Scheme“THAT pursuant to the TDM Berhad Employees’ Share Option Scheme (“the Scheme”) which was approved at the Extraordinary GeneralMeeting held on 19 February 2008, approval be and is hereby given to the Directors to offer and grant options eligible employees andeligible Directors of the Company and its subsidiary companies (“the Group”) and pursuant to Section 132D of the Companies Act, 1965to allot and issue such number of new ordinary shares in the capital of the Company from time to time in accordance with the By-Laws ofthe Scheme”. Resolution 99. To transact any other ordinary business of which due notice shall be given.
TDM Berhad (6265-P) 135Notice of Annual General MeetingNotice of Dividend Entitlement and PaymentNOTICE IS ALSO HEREBY GIVEN THAT subject to the approval of members at the 45th Annual General Meeting to be held on 17 May 2010,the First and Final dividend of 4 sen per ordinary share less 25% Income Tax and 9 sen per ordinary share tax exempt under the single-tiersystem for the fi nancial year ended 31 December 2009 will be paid on Wednesday, 15 June 2010 to Depositors whose names appear in theRegister of Depositors on Tuesday, 25 May 2010. A Depositor shall qualify for entitlement only in respect of:(a)(b)Shares transferred into the Depositor’s Securities Account before 4.00 p.m. on 25 May 2010 in respect of ordinary transfers; andShares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia SecuritiesBerhad.By Order of the BoardYEAP KOK LEONG (MAICSA No. 0862549)WONG WAI FOONG (MAICSA No. 7001358)Company SecretariesKuala Terengganu23 April 2010Notes:1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member ofthe Company and the provisions of the Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. A member shall appoint not more than two (2)proxies to attend and vote at the same meeting. Where a member appoints two (2) proxies the appointments shall be invalid unless he specifi es the proportions of hisshareholdings to be represented by each proxy.2. 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 common seal, or under the hand of an offi cer or attorney duly authorised.3. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certifi ed copy of such power or authority,shall be deposited at the registered offi ce of the Company at Aras 5, Bangunan UMNO Terengganu, Lot 3224, Jalan Masjid Abidin, 20100 Kuala Terengganu, TerengganuDarul Iman not less than 48 hours before the time for holding the Meeting or adjourned meeting at which the person named in the instrument proposes to vote, or inthe case of the poll, not less than 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.4. Where a member is an authorised nominee as defi ned under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy but not morethan two (2) in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.5. If this Proxy Form is signed under the hand of an offi cer duly authorised, it should be accompanied by a statement reading “signed as authorised offi cer under AuthorisationDocument 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 theAuthorisation 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, shouldbe enclosed in this Proxy Form.6. Explanatory Note on Special Business(i) Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965 The Company had on 44th Annual General Meeting held on 28 May 2009,obtained its shareholders approval for the renewal of the general mandate for issuance of shares pursuant to Section 132D of the Companies Act, 1965 (“theAct”). On 3 June 2009, the Company had issued 5,000 new ordinary shares pursuant to this mandate. The new shares were allotted pursuant to the Company’sEmployees’ Share Option Scheme. The proceeds from the allotment were used for working capital.The proposed Ordinary Resolution No. 8, is a renewal mandate for the issue of shares under Section 132D of the Act. If passed, will give the Directors of theCompany, from the date of the above Annual General Meeting, authority to issue and allot shares from the unissued capital of the Company but not exceeding10% of the issued share capital of the Company.A renewal for the said mandate is sought to avoid any delay and cost involved in convening such a general meeting. Should the mandate be exercised, theDirectors will utilize the proceeds raised for working capital or such other applications they may in their absolute discretion deem fi t.(ii) Authority to Allot and Issue Shares pursuant to the Employees’ Share Option SchemeThe proposed Ordinary Resolution No. 9 is to empower the Directors to allot and issue ordinary shares from the unissued share capital of the Company pursuantto TDM Berhad’s Employees’ Share Option Scheme.
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Taking a fresh perspective(6265-P)A
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TDM Berhad (6265-P) 3Corporate Info
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TDM Berhad (6265-P) 7a. YB Senator
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2009 - TDM Berhad

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