NOVA MSC BERHAD
3 Sep 2004
|Notice of The Second Annual General Meeting
NOTICE IS HEREBY GIVEN that the Second Annual General Meeting of the Company will be held at Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, 57000 Kuala Lumpur, Malaysia, on Tuesday, 28 September 2004 at 11.00 a.m. for following purposes :-
|To receive and adopt the Audited Accounts for the year ended 31 March 2004, together with the Reports of Directors and Auditors thereon.
|To re-elect the following Directors who retire as Directors pursuant to Article 101 of the Company’s Articles of Association :
a) Dr. Victor John Stephen Price
b) Dr. Kwa Lay Keng
|To re-appoint Messrs. KPMG as Auditors of the Company and to authorize the Directors to fix the Auditors’ remuneration.
|To consider and, if thought fit, pass with or without any modification, the following as ordinary resolution :-
“THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approval of the relevant regulatory authorities, the Directors be and are hereby authorized to issue shares in the Company, at any time and upon such terms and conditions and for such purposes and to such person or persons whomsoever as the Directors may deem fit, provided that the aggregate number of shares to be issued pursuant to this resolution shall not exceed 10% of the issued capital of the Company for the time being and that such authority shall continue in force until the conclusion of the next Annual general Meeting of the Company.”
|To consider and if thought fit, pass the following special resolution:-
That subject to the approval of Bursa Malaysia Securities Berhad, Article 3(2)(a) of the Articles of Association of the Company be and is hereby amended in the manner as follows :-
|“No director shall participate in an issue of shares or options to employees of the Company unless the shareholder in general meetings have approved of the specific allotment to be made to such director.”
To transact any other business for which due notice has been given.
BY ORDER OF THE BOARD
Loy Tuan Bee (BC/L/168)
Wong Wai Yin (MAICSA 7003000)
3 September 2004
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote on his/her behalf. A proxy need not be a member of the Company.
2. Where a member appoints two or more proxies, the appointment shall be invalid unless the member specifies the proportion of his/her shareholding to be represented by each proxy.
3. The instrument appointing a proxy shall be in writing under the hands of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under its Common Seal, or the hand of its attorney duly authorised.
4. The Proxy Form must be deposited at the Registered Office of the Company at Unit B-10-3, Megan Avenue II, No. 12 Jalan Yap Kwan Seng, 50450 Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.
5. Explanatory note on item 4 of the Agenda
– Resolution 5 proposed under item 4 of the Agenda, if passed, will empower the Directors to allot and issue shares in the Company up to an aggregate amount of not exceeding 10% of the issued share capital of the Company for such purpose as the Directors consider would be in the interest of the Company. This authority, unless revoked or varied by the Company in a general meeting, will expire at the next Annual General Meeting.
6. Explanatory note on item 5 of the Agenda
– Resolution 6 proposed under item 5 of the agenda, if passed, will allow the Company to extend the ESOS options to its non-executive directors.
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