Proposed Amendments to the Articles of Association
chpt 7 of bursa Listing
requirements existing Articles Proposed Amendments remarks
Article 2 Definitions Para 7.21(2)
Definitions:-
Exempt Authorised nominee:
-
Article 2
Exempt Authorised nominee:
An authorised nominee is defined under the Central Depositories Act which is exempted from compliance with the provisions of sub-section 25A(1) of the Central Depositories Act
Insertion of new definition
Para 7.21A (1)
Proxy need not be a member
Article 79
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under the corporation’s common seal or under the hand of an offi cer or attorney duly authorised. The Directors may but shall not be bound to require evidence of the authority of any such attorney or officer. A proxy may but need not be a Member of the Company and the provisions of Section 149(1)(b) of the Act shall not apply to the Company. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
To delete Article 79 in its entirety and to be replaced with a new Article 79
Article 79
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under the corporation’s common seal or under the hand of an offi cer or attorney duly authorised. The Directors may but shall not be bound to require evidence of the authority of any such attorney or offi cer.
A proxy need not be member.
There is no restriction to as to the qualification of the proxy and the provisions of Section 149(1)(b) of the Act shall not apply to the Company.
The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
Alteration of existing Article 79
Appendix 1
121
THREE-A RESOURCES BERHAD
Proposed Amendments to the Articles of Association (CON’D)
chpt 7 of bursa Listing
requirements existing Articles Proposed Amendments remarks
Para 7.21
Appointment of multiple process
Para 7.21 (1)
Para 7.21A (2)
Article 79A
Where a member of the company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least 1 proxy in respect of of each securities account it holds with ordinary shares of the company standing to the credit of the said securities account.
To delete Article 79A in its entirety and to be replaced with a new Article 79A
Article 79A
Where a Member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories) Act 1991 (“SICDA”), it may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account
Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominees may appoint in respect of each omnibus account it holds.
Where a Member or the authorised nominee appoints two (2) proxies or where an exempt authorised nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.
A proxy appointed to attend and vote at a meeting of the Company shall have the same rights as the Member to speak in the meeting.
Alteration of Existing Article 79A
Notes:
1. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Act, shall not apply to the Company.
2. The proxy form must be duly completed and deposited at the registered office of the Company at AL 308, Lot 590 & Lot 4196, Jalan Industri, U19, Kampung Baru Sungai Buloh, 40160 Shah Alam, Selangor. not less than 48 hours before the time for holding the meeting. Provided that in the event the member(s) duly executes the form of proxy but does not name any proxy, such member(s) shall be deemed to have appointed the Chairman of the meeting as his /their proxy, PROVIDED Always that the rest of the proxy form, other than the particulars of the proxy have been duly completed by the member(s).
3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting provided that the provisions of Section 149 (1)(c) of the Act, are complied with.
4. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. Where the appointer is a corporation, the proxy form must be executed under its common seal or under the hand of an officer or attorney duly authorized.
5. for the purpose of determining a member who shall entitled to attend the Annual General Meeting, the Company shall request Bursa Malaysia Depository Sdn. Bhd.
in accordance with Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a General Meeting Record of Depositor as at 6 June 2013. Only depositors whose names appear in the Record of Depositors as at 6 June 2013 shall be entitled to attend the said meeting or appoint a proxy to attend and/or vote in his stead.
6. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect with each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.
7. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominees may appoint in respect of each omnibus account it holds.
PROXY FORM
three-A resources berhAd481559-M | InCORPORATED In MALAySIA
resolutions For Against
1 Receive the audited Financial Statements for the financial year ended 31st December 2012 and the Reports of the Directors and Auditors thereon 2 Re-election of Mr. Fong Chu King @ Tong Chu King
3 Re-election of Ms. Fang Siew yee
4 Re-appointment of Mr. Tan Chon Sing @ Tan Kim Tieng 5 Appointment of Auditors
6 Authority to Directors to allot and issue shares pursuant to Section 132D of the Companies Act, 1965
7 Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading nature
8 To provide the mandate for the Company to buy back its own shares up to a limit of 10% of the issued and paid up share capital of the Company 9 To retain the designation of Mr. Chew Eng Chai as Independent non-
Executive Director
10 To retain the designation of Mr. Tan Chon Sing @ Tan Kim Tieng as Independent non-Executive Director
11 To approve proposed amendments to the Articles of Association
(Please indicate with a cross (x) in the spaces provided whether you wish your vote to be cast for or against the Resolutions.
In the absence of specific directions, your proxy will vote or abstain as he thinks fit.)
Dated this. . . .day of. . . .2013 . . . .
Signature/Common Seal
I/We, ...
of ...
being a member of Three-A Resources Berhad hereby appoint ...
of...….
...
or the Chairman of the meeting as my / our proxy to attend and vote as indicated hereon on my /our behalf at the Eleventh Annual General Meeting of the Company to be held on the 13 day of June 2013 at 11.00 a.m. and at any adjournment thereof.
no. of Shares
THREE-A RESOURCES BERHAD Al 308, Lot 590 & Lot 4196, Jalan Industri, U19,
Kampung Baru Sungai Buloh, 40160 Shah Alam,
Selangor Darul Ehsan, Malaysia
STAMP
Fold here
Fold here