cont'd - KNM Steel Sdn Bhd

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KNM GROUP BERHAD I Annual Report 20125Notice of Annual General Meeting (cont’d)9. Proposed shareholders’ mandate for recurrent related party transactionsof a revenue or trading nature:Ordinary Resolution 9“THAT approval be and is hereby given to the Company and/or its subsidiaries(“KNM Group”) to enter into all arrangements and/or transactions involving theinterests of Directors, major shareholders or persons connected with the Directorsand/or major shareholders of KNM Group (“Related Parties”) as specified insection 2.4 of the Circular to Shareholders dated 5 June 2013 provided that sucharrangements and/or transactions are:(i)(ii)(iii)(iv)recurrent transactions of a revenue or trading nature;necessary for the day-to-day operations;carried out in the ordinary course of business on normal commercial termswhich are not more favourable to Related Parties than those generallyavailable to the public; andare not to the detriment of minority shareholders,(“Proposed Recurrent RPT Mandate”);AND THAT such authority conferred by the shareholders of the Company uponpassing of this resolution pertaining to the Proposed Recurrent RPT Mandate willcontinue to be in force until the conclusion of the next Annual General Meetingof the Company, unless by a resolution passed at that meeting, the authority isrenewed; or the expiration of the period within which the next Annual GeneralMeeting is required to be held pursuant to Section 143(1) of the Act (but mustnot extend to such extensions as may be allowed pursuant to Section 143(2) ofthe Act); or until the authority is revoked or varied by a resolution passed by theshareholders in a general meeting, whichever is the earlier;AND THAT the Directors of the Company be and are hereby empowered tocomplete and to do all such acts and things including executing all such documentsas may be required as they may consider expedient or necessary to give effectto the Proposed Recurrent RPT Mandate.”10. To transact any other business of which due notice shall have been given.By Order of the BoardFariz Bin Abdul Aziz (LS 0007997)Lau Bee Gee (MAICSA 0817743)Company SecretariesSeri Kembangan5 June 2013
6KNM GROUP BERHAD I Annual Report 2012Notice of Annual General Meeting (cont’d)Notes:(i)(ii)(iii)(iv)(v)(vi)(vii)This Agenda item is meant for discussion only and is not put forward for voting as the provision of Section 169(1) of theCompanies Act 1965 (“the Act”) does not require a formal approval of the shareholders.A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Act shall not applyto the Company.A member shall not, subject to paragraph (iv) below, be entitled to appoint more than two (2) proxies to attend and vote at thesame meeting. Where a member appoints more than one (1) proxy to attend and vote at the same meeting, the appointmentshall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy.Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (CentralDepositories) Act 1991 which holds ordinary shares in the Company for 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 respectof each omnibus account it holds.To be valid, the form of proxy duly completed must be deposited at the registered office of the Company at 15 Jalan DagangSB 4/1, Taman Sungai Besi Indah, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia not less than forty-eight (48)hours before the time for holding the meeting or any adjournment thereof.The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorisedin writing or if the appointer is a corporation, either under its common seal or under the hand of its officer or attorney dulyauthorised.In respect of deposited securities, only members whose names appear in the Record of Depositors on 20 June 2013 shallbe eligible to attend the Meeting or appoint proxies to attend and vote in his/her stead.EXPLANATORY NOTES ON SPECIAL BUSINESS1. Retention of Dato’ Ab Halim Bin Mohyiddin as an Independent DirectorDato’ Ab Halim Bin Mohyiddin (“Dato’ Ab Halim”) was appointed as Independent Non-Executive Director on14 June 2003 and was subsequently designated as Senior Independent Non-Executive Director on 29 June2011. Thereafter, he was re-designated to act as Chairman of the Company on 29 April 2013.Although he has exceeded the maximum tenure of nine (9) years as an Independent Director as prescribedby the MCCG 2012, the Board, after having assessed the recommended independence of Dato’ Ab Halim,considers him to be independent based on inter alia, the following justifications and recommends that Dato’ AbHalim be retained as an Independent Non-Executive Director of the Company in respect of Ordinary Resolution6:-(a)(b)(c)(d)(e)He has confirmed and declared that he is an Independent Non-Executive Director as defined underParagraph 1.01 of Bursa Malaysia Securities Berhad Main Market Listing Requirements;He is not related to any of the Company’s directors or major shareholders;He does not have any conflict of interest with the Company and has not entered/is not expected to enterinto contract(s) especially material contract(s) with the Company and/or its subsidiary companies;He is currently not sitting on the board of any other public and/or private companies having the samenature of business as that of the Company and its subsidiary companies;His experience and knowledge of the Company and the Group’s activities and corporate history isinvaluable to the Board. The Board is also of the view that his impartial opinion and advice in his role asthe Company’s Chairman and Chairman of the Company’s Audit and Nomination Committees will bebeneficial to the Board and the Company too.
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