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KNM GROUP BERHAD I Annual Report 20127Notice of Annual General Meeting (cont’d)2. Authority to allot shares pursuant to Section 132D of the Companies Act 1965(a)(b)(c)The shareholders’ general mandate sought under the proposed Ordinary Resolution 7 is a renewal ofthe relevant shareholders’ general mandate obtained in the previous Company’s 10th Annual GeneralMeeting held on 26 June 2012 (“Previous Mandate”) and such authority will lapse at the conclusion ofthe forthcoming 11th Annual General Meeting to be held on 27 June 2013.As at the date of this Notice, no new shares in the Company were issued pursuant to the PreviousMandate.The Board continues to consider any opportunities to broaden the operating base and earnings potentialof the Company. If any fundraising or merger and acquisition or expansion or diversification proposals,as the case may be, involve the issuance of new shares, the Directors would have to convene a generalmeeting to approve the issuance of new shares.In order to eliminate any delay and costs involved in convening a general meeting to approve suchissuance of shares, it is considered appropriate that the Directors be empowered, as proposed in OrdinaryResolution 7, if passed, will give flexibility and expediency to the Company to allot and issue up to tenpercent (10%) of the issued share capital of the Company for the time being for such purposes as theDirectors deem fit and in the best interest of the Company. This authority, unless revoked at a generalmeeting, will expire at the conclusion of the next annual general meeting of the Company.3. Proposed renewal of shareholders’ mandate for share buy-backThe proposed Ordinary Resolution 8, if passed, will renew the shareholders’ mandate for share buy-backobtained at the previous Company’s 10th Annual General Meeting held on 26 June 2012 and empower theCompany to purchase the Company’s shares up to ten percent (10%) of the issued and paid-up share capitalof the Company.4. Proposed shareholders’ mandate for recurrent related party transactions of a revenue or trading natureThe proposed Ordinary Resolution 9, if passed, will allow the Group to enter into recurrent transactionsinvolving the interests of Directors, major shareholders or persons connected with the Directors and/or majorshareholders of KNM Group, which are of a revenue or trading nature and necessary for the Group’s day-todayoperations.Further information on the Proposed Share Buy-Back Mandate and the Proposed Recurrent RPT Mandate is setout in the Statement/Circular to Shareholders dated 5 June 2013 which is despatched together with the Company’sAnnual Report 2012.STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETINGThe particulars of all Directors including those standing for re-election as Directors at the 11th Annual GeneralMeeting (Resolutions 1, 2, 3 and 6) are set out in their respective Profiles of Directors and information relating to theDirectors’ interests in shares and warrants in the Company and its related corporations is presented in the Analysisof Shareholdings and Warrantholdings in the Annual Report 2012.
8KNM GROUP BERHAD I Annual Report 2012Corporate Structureas at 20 May 2013Group Berhad100%KNM China Pte Limited100%KNM Eurasia Sdn Bhd100%KNM Management Services Sdn Bhd100%Prestige International Ltd100%KNM Process System Sdn Bhd100%KNM Capital Labuan Limited70%KNM HMS Energy Sdn Bhd70%BorsigCompression(China) PteLimited70%BorsigValves(China) PteLimited100%KNM ProcessSystems(Kazakhstan)Sdn Bhd100%KNM ProcessSystems(Turkmenistan)Sdn Bhd100%KNM ProcessSystems(Uzbekistan)Sdn Bhd100%DeutscheKNMGmbH100%KNMTechnicalServicesSdn Bhd100%KNMSSistemas deProcessamentodo Brasil Ltda100%PerwiraAwanSdn Bhd51%BorsigIndustrialServicesSdn Bhd100%KNMOGPET(East Coast)Sdn Bhd51%BorsigBoilerSystemsSdn Bhd86%KNM-DPFabricatorsSdn Bhd100%KNMExoticEquipmentSdn Bhd50%KPNGasTechnologySdn Bhd100%BorsigBeteiligungsverwaltungsgesellschaftmbH99.37%KNMEquipamentosSA97.34%KNMIndustrialLtda84.03%KNMServicosLtda40%DimensiBumijayaSdn Bhd51%KNM-DPHarta BinaSdn Bhd100%KNM PowerSdn Bhd0.63%2.66%15.97%49%30%100%Borsig GmbH100%PoplarInvestmentsLimited100%100%100%100%100%30%Borsig ZMCompressionGmbHBorsigProcess HeatExchangerGmbHBorsigMembraneTechnologyGmbHBorsigBoilerSystemsGmbHBorsig ServiceGmbH49%49%100%BorsigCompressorParts GmbH51%GMTMembrantechnikGmbH14.13%PolyAnGesellschaft zurHerstellung vonPolymeren fürspezielleAnwendungenund Analytik mbH
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