annual report - Tenaga Nasional Berhad

Notice Of Annual General MeetingEXPLANATORY NOTES ON SPECIAL BUSINESS(i)(ii)Ordinary Resolution 9: Power for the Directors toissue shares pursuant to ESOS II.The proposed Ordinary Resolution, if passed, isto empower the Directors to issue shares in theCompany pursuant to the terms and conditions ofESOS II, which was approved at the EGM of theCompany held on 29 May 2003.Ordinary Resolution 10: Power to issue sharespursuant to Section 132D, of the Act.The proposed Ordinary Resolution, if passed, is togive the Directors of the Company flexibility to issueand allot shares for such purposes as the Directorsin their absolute discretion consider to be in theinterest of the Company, without having to convenea general meeting. This authority will expire at thenext AGM of the Company.Notes:-Registration of Members/ProxiesRegistration of Members/Proxies attending the Meetingwill be from 7.00 a.m. on the day of the Meeting.Members/Proxies are required to produce identificationdocuments for registration.Proxy(i) Any member entitled to attend and vote at thisMeeting of the Company is entitled to appoint aproxy to attend and vote in his stead. A proxy neednot be a Member of the Company.(ii)The instrument appointing a proxy shall be in writingunder the hand of the appointer or of his attorneyduly appointed under a power of attorney. Where theinstrument appointing a proxy/proxies is executed bya corporation, it shall be executed under its commonseal or under the hand of any officer or attorney dulyappointed under a power of attorney.(iii)Ordinary Resolution 11: Proposed Share Buy-Back.The proposed Ordinary Resolution, if passed, is toempower the Directors to purchase the Company’sshares of up to 10 percent of the issued and paidup capital of the Company by utilising the fundsallocated out of the retained profits and the sharepremium account of the Company. This authorityunless revoked or varied at a general meeting, willexpire at the next AGM of the Company.(iii)(iv)Pursuant to Article 105(4) of the Company’s Articlesof Association, a member is entitled to appoint notmore than two (2) proxies, and where a memberappoints two (2) proxies, the appointment shall beinvalid unless the percentage of the holding to berepresented by each proxy is specified.A corporation which is a member, may by resolutionof its Directors or other governing body authorisesuch person as it thinks fit to act as its representativeat the Meeting, in accordance with Article 107(6) ofthe Company’s Articles of Association.[ Tenaga Nasional Berhad ] [ Annual Report 2008 ]18(v)The instrument appointing a proxy/proxies must bedeposited at Symphony Share Registrars Sdn. Bhd.,Level 26, Menara Multi-Purpose, Capital Square,No. 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur,Malaysia not less than forty-eight (48) hours beforethe time set for the Meeting.Additional Information on Ordinary Resolutions 4 to 7Additional Information on the Particulars of the retiringDirectors, as required under Appendix 8A of the BursaMalaysia Listing Requirements are detailed out in theAnnual Report.