NOTICE OF ANNUAL GENERAL MEETING
Resolution 8 AND THAT the authority conferred by this resolution will commence immediately upon the
passing of this resolution and will continue to be in force until :-
a) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time it shall lapse, unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or
b) the expiration of the period within which the next AGM of the Company is required by law to be held; or
c) revoked or varied by ordinary resolution passed by the shareholders of the Company at a general meeting,
whichever occurs fi rst but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of the Main Market Listing Requirements of Bursa Malaysia or any other relevant authorities;
AND FURTHER THAT the Directors of the Company be and are hereby authorised to do all such acts and things and to take all such steps as they deem fi t, necessary, expedient and/
or appropriate in order to complete and give full effect to the Proposed Share Buy-Back with full powers to assent to any condition, modifi cation, variation and/or amendment as may be required or imposed by the relevant authorities.”
NOTICE OF BOOKS CLOSURE
NOTICE IS ALSO HEREBY GIVEN that a fi nal dividend of 5.0 % less tax at 25% per share of RM1/- each will be payable on 7 November 2012 to depositors who are registered in the Record of Depositors at the close of business on 18 October 2012 if approved by members at the Twenty-Eighth Annual General Meeting on 26 September 2012.
A depositor shall qualify for entitlement only in respect of:-
a) shares transferred into the Depositor’s Securities Account before 4.00 pm on 18 October 2012 in respect of ordinary transfers; and
b) shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad.
BY ORDER OF THE BOARD
Secretary
LIM KING HUA, FCIS MAICSA 0798613 4 September 2012
NOTICE OF ANNUAL GENERAL MEETING
(cont’d)
NOTES
1. Agenda No 1 is meant for discussion only. The provision of Section 169 of the Companies Act, 1965 and the Articles of Association of the Company require that the Audited Financial Statements and the Reports of the Directors and Auditors thereon be laid before the Company at its Annual General Meeting, Hence, this Agenda item is not a business which requires a resolution to be put to vote by shareholders.
2. Every member entitled to attend and vote at the Meeting is entitled to appoint a proxy (or in the case of a corporation, to appoint a representative) to attend and vote in his/her stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
3. The Proxy Form in the case of an individual shall be signed by the appointer or his/her attorney, and in the case of a corporation, either under its common seal or under the hand of an offi cer or attorney duly authorized.
4. Where a member of the Company is an authorised nominee as defi ned under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.
5. Proxies or other instruments shall not be treated as valid unless they are deposited at the Registered Offi ce of the Company not less than 48 hours before the time fi xed for holding the meeting or any adjournment thereof, or in the case of a poll, not less than 24 hours before the time appointed for the holding of the poll.
EXPLANATORY NOTES ON SPECIAL BUSINESS
1. Proposed Shareholders’ Mandate For Recurrent Related Party Transactions (“RRPTs”) (Resolution 6) The proposed Resolution 6, if passed, will authorize the Company and/or its subsidiary companies to enter into recurrent related party transactions of a revenue or trading nature. This authority will, unless revoked or varied by the Company in general meeting, expire at the next Annual General Meeting of Company. Please refer to the Circular to Shareholders dated 4 September 2012 for more information.
2. Authority To Issue Shares pursuant To Section 132D of the Companies Act, 1965 (Resolution 7)
The proposed Ordinary Resolution 7, is proposed for the purpose of granting a renewed general mandate for issuance of shares by the Company under Section 132D of the Act. The Ordinary Resolution 7, if passed, will give the Directors of the Company authority to issue ordinary shares in the Company at any time in their absolute discretion without convening a General Meeting. The authorisation, unless revoked or varied by the Company at a General Meeting, will expire at the conclusion of the next AGM of the Company.
NOTICE OF ANNUAL GENERAL MEETING
(cont’d)
The Company had, at the 27th Annual General Meeting held on 29 September 2011, obtained its shareholders’
approval for the general mandate for issuance of shares pursuant to Section 132D of the Companies Act, 1965 (“the Act”). The Company did not issue any new shares pursuant to this mandate obtained as at the date of this notice. The Ordinary Resolution 7 proposed under item 7 of the Agenda is a renewal of the general mandate for issuance of shares by the Company under Section 132D of the Act. At this juncture, there is no decision to issue new shares. If there should be a decision to issue new shares after the general mandate is obtained, an announcement will be made by the Company in respect of the purpose and utilisation of proceeds arising from such issue.
The general mandate if granted will provide fl exibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for the purpose of funding future investment project(s), working capital and/or acquisition(s).
3. Renewal of Authority for Proposed Share Buy-Back (Resolution 8)
The Ordinary Resolution 8 proposed, if passed, will renew the authority for the Company to purchase through Bursa Malaysia Securities Berhad such number of ordinary shares in the Company up to an aggregate amount not exceeding ten per centum (10%) of the issued and paid-up share capital of the Company. The renewed authority from the shareholders will be effective immediately upon passing of the ordinary resolution and shall continue to be in force until :-
i) the conclusion of the next Annual General Meeting (“AGM”); or
ii) the expiration of the period within which the next AGM of the Company is required by law to be held; or iii) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general
meeting,
whichever occurs fi rst.
Please refer to the Circular to Shareholders dated 4 September 2012, which is dispatched together with the Company’s Annual Report 2012, for more information.
NOTICE OF ANNUAL GENERAL MEETING
(cont’d)
STATEMENT ACCOMPANYING THE NOTICE OF TWENTY- EIGHTH
ANNUAL GENERAL MEETING
of Lay Hong Berhad
A. Names of the Directors who are standing for re-election:
(a) Dato’ Dr. Abdul Aziz Bin Mangkat DIMP KMN ASK (retiring pursuant to Article 71 of the Company’s Articles of Association).
(b) Mr Yap Hoong Chai (retiring pursuant to Article 71 of the Company’s Articles of Association).
The details of the two (2) Directors seeking re-election and/or re-appointment are set out in the Directors’
Profi le from pages 10 to 13 and the Directors’ Shareholdings in the Company on page 97 of the Annual Report.
B. Details of attendance of directors at board meetings
5 Board Meetings were held during the fi nancial year ended 31st March 2012. All meetings were held at the Offi ce Premises, No 2, Level 10-12, Wisma Lay Hong, Jalan Empayar Off Persiaran Sultan Ibrahim/KU1, 41150 Klang, Selangor.
The attendance record of each Director is as follows:-
Percentage
Attendance (%)
Executive Director
Yap Hoong Chai 5/5 100%
Yeap Weng Hong 5/5 100%
Non-Executive Director
Yip Kim Hoong (resigned on 29/9/2011) 1/3 33%
Yeap Fock Hoong 4/5 80%
Abdul Hamid Bin Mohamed Ghows 5/5 100%
Dato’ Dr Abdul Aziz Bin Mangkat DIMP KMN ASK 5/5 100%
Cheng Chin Hong 5/5 100%
Chia Mak Hooi (Appointed on 6/7/2011) 4/4 100%
C. The Twenty-Eighth Annual General Meeting will be held at The Ballroom III, Ground Level, Premiere Hotel, Bandar Bukit Tinggi, 1/KS6 Jalan Langat, 41200 Klang, Selangor on 26, September 2012 at 11.30 AM
I/We of
NRIC No./Co. No.
being a member/members of Lay Hong Berhad hereby appoint
of NRIC No.
or failing him /her of
NRIC No.
As my/our proxy to vote for me/us on my/our behalf at the Twenty-Eighth Annual General Meeting of the Company to be held at The Ballroom III, Ground Level, Premiere Hotel, Bandar Bukit Tinggi, 1/KS6 Jalan Langat, 41200 Klang, Selangor on 26, September 2012 at 11.30 AM. and at any adjournment thereof. My/our proxy is to vote as indicated below:
Resolution Ordinary Resolutions For Against
1. To declare a Final Dividend of 5.0% less tax at 25% for the year ended 31st March 2012.
2. To approve Directors’ Fees for the fi nancial year ended 31st March 2012.
3. To re-elect Dato’ Dr. Abdul Aziz Bin Mangkat DIMP KMN ASK as Director under Article 71.
4. To re-elect Mr Yap Hoong Chai as Director under Article 71.
5. To re-appoint Messrs Ong Boon Bah & Co. as Auditors.
6. To approve the Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions.
7. To approve the Authority To Issue Shares Pursuant To Section 132D Of The Companies Act, 1965
8. To approve the Renewal of Authority for Proposed Share Buy-Back of up to ten percent (10%) of the issued and paid-up share capital of the Company
(Please indicate with an `X’ in the appropriate spaces how you wish to cast your vote. If you do not indicate how you wish your proxy to vote on any Resolution, the proxy will vote as he/she thinks fi t or, at his/her discretion, abstain from voting.)
Signed this day of 2012.
No. of shares held:
Signature of Shareholder or Common Seal
NOTES
1 Every member entitled to attend and vote at the Meeting is entitled to appoint a proxy (or in the case of a corporation, to appoint a representative) to attend and vote in his/her stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
2. The Proxy Form in the case of an individual shall be signed by the appointer or his/her attorney, and in the case of a corporation, either under its common seal or under the hand of an offi cer or attorney duly authorized.
3. Where a member of the Company is an authorised nominee as defi ned under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.
4. Proxies or other instruments shall not be treated as valid unless they are deposited at the Registered Offi ce of the Company not less than 48 hours before the