annual report - Tenaga Nasional Berhad

Notice Of Annual General Meeting[ Tenaga Nasional Berhad ] [ Annual Report 2008 ]16AS ORDINARY BUSINESS:-1. To receive the Audited FinancialStatements together with thereports of the Directors and Auditorsthereon for the Financial Year ended31 August 2008.Ordinary Resolution 12. To approve the declaration of finalgross dividend of 10.0 sen perordinary share less income tax of25% for the Financial Year ended31 August 2008.Ordinary Resolution 23. To approve the payment ofDirectors’ fees of RM628,838.00for the Financial Year ended31 August 2008.Ordinary Resolution 34. To re-elect the following Directorswho retire in accordance withArticle 135 of the Company’sArticles of Association:-(i)(ii)(iii)Tan Sri Leo Moggieordinary Resolution 4Tan Sri Dato’ Hari Narayanana/l Govindasamyordinary Resolution 5Dato’ Zainal Abidin bin Putihordinary Resolution 65. To re-elect Tan Sri Dato’ Seri SitiNorma binti Yaakob who retires inaccordance with Article 133 of theCompany’s Articles of Association.Ordinary Resolution 7To consider and if thought fit, to passthe following Ordinary Resolutions:-NOTICE IS HEREBY GIVEN THAT theEighteenth Annual General Meeting(18th AGM) of Tenaga Nasional Berhadwill be held on Thursday, 11 December2008, at 10.00 a.m. at Dewan Serbaguna,Kompleks Sukan TNB, Jalan Pantai Baru,59200 Kuala Lumpur to transact the followingbusinesses:-6. T o r e - a p p o i n t M e s s r sPricewaterhouseCoopers, havingconsented to act as Auditors ofthe Company, to hold office untilthe conclusion of the next AnnualGeneral Meeting (“AGM”) and toauthorise the Directors to fix theirremuneration.Ordinary Resolution 8AS SPECIAL BUSINESS:-7. Specific authority for the Directorsto issue shares pursuant tothe Employees’ Share OptionScheme II“THAT pursuant to the TNBEmployees’ Share Option SchemeII (“ESOS II”) as approved at theExtraordinary General Meeting(“EGM”) of the Company held on29 May 2003, approval be and ishereby given to the Directors toissue shares in the Company atany time and in accordance withthe terms and conditions of thesaid scheme.”Ordinary Resolution 98. General authority for the Directorsto issue shares pursuant to Section132D, Companies Act, 1965“THAT pursuant to Section 132D ofthe Companies Act, 1965 (“Act”),full authority is hereby given tothe Directors to issue shares inthe capital of the Company atany time until the conclusion ofthe next AGM and upon suchterms and conditions and for suchpurposes as the Directors may, intheir absolute discretion, deemfit provided that the aggregatenumber of shares to be issuedpursuant to this Resolution doesnot exceed ten percent (10%) ofthe issued share capital of theCompany for the time being,subject to the provision of theAct, Articles of Association of theCompany and approval from theBursa Malaysia Securities Berhad(“Bursa Securities”) and all therelevant regulatory bodies wheresuch approval is necessary.”Ordinary Resolution 10