Syarikat Takaful Malaysia Berhad: Notice of 33rd Annual General Meeting - 3 April 2018

Transcription

1. SYARIKAT TAKAFUL MALAYSIA BERHAD (Company No.: 131646-K) (Incorporated in Malaysia under the Companies Act, 1965) NOTICE OF 33RD ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the THIRTY-THIRD (33rd) ANNUAL GENERAL MEETING of SYARIKAT TAKAFUL MALAYSIA BERHAD will be held at Dewan Ahmad Mohamed Ibrahim, 5th Floor, Annexe Block, Menara Takaful Malaysia, No. 4, Jalan Sultan Sulaiman, 50000 Kuala Lumpur on Tuesday, 3 April 2018, at 10:00 a.m. for the following purposes: AS ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the financial year ended 31 December 2017, together with the reports of the Directors and Auditors thereon. (See Explanatory Note 2[i]) 2. To re-elect the following Directors, each of whom retires pursuant to Article 62 of the Company’s Constitution and being eligible, had offered themselves for re-election: 2.1 Mahadzir Azizan (Resolution 1) 2.2 Zakaria Ismail (Resolution 2) 3. To approve the payment of Non-Executive Directors’ fees and benefits of up to RM1,875,000 from this Annual General Meeting of the Company until the next Annual General Meeting of the Company. (Resolution 3) 4. To approve the payment of the Shariah Advisory Body Members’ fees of RM198,000 for the financial year ended 31 December 2017.(financial year ended 31 December 2016: RM203,000) (Resolution 4) 5. To re-appoint Messrs. KPMG Desa Megat PLT as the Auditors of the Company for the financial year ending 31 December 2018 and to authorise the Directors to fix their remuneration. (Resolution 5) AS SPECIAL BUSINESS 6. Ordinary Resolution - Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature with BIMB Holdings Berhad and its Subsidiaries (“BHB Group”). “THAT, subject to compliance with the Listing Requirements of Bursa Malaysia Securities Berhad, Companies Act 2016, the Constitution of the Company and all other applicable laws, rules, regulations and guidelines, approval be and is hereby given to the Company and its subsidiaries (“Takaful Malaysia Group”) to enter into the Recurrent Related Party Transactions of a revenue or trading nature with the BHB Group which are necessary for the day to day operations of the Takaful Malaysia Group as set out in Section 2.3 of the Circular to Shareholders dated 5 March 2018 (“Circular”), provided that: (a) the transactions are in the ordinary course of business and are on terms which are not more favourable to the related parties than those generally available to the public and on terms not to the detriment of the minority shareholders of the Company; (b) the transactions are made at arm’s length and on normal commercial terms; and (c) the disclosure will be made in the annual report with the breakdown of the aggregate value of the transactions conducted pursuant to the mandate during the financial year. AND THAT such authority shall commence immediately upon the passing of this resolution and shall continue to be in force until: (a) the conclusion of the next annual general meeting of the Company, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; (b) the expiration of the period within which the next annual general meeting after the date that it is required to be held pursuant to Section 340(2) of the Companies Act, 2016 (“CA”) (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of CA); or (c) revoked or varied by resolution passed by the shareholders in a general meeting, whichever is the earlier”. (Resolution 6) 7. To transact any other business for which due notice has been given. FURTHER NOTICE IS HEREBY GIVEN THAT for the purpose of determining a member who shall be entitled to attend this 33rd AGM, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd., in accordance with Article 41(f)(ii) of the Constitution of the Company and Section 34(1) of the Securities Industry (Central Depositories) Act 1991, to issue a General Meeting Record of Depositors as at 26 March 2018. Only a depositor whose name appears on the Record of Depositors as at 26 March 2018 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his/her behalf. By Order of the Board MOHAMAD ASRI YUSOFF (MIA 14171) Company Secretary Kuala Lumpur 5 March 2018 Explanatory Notes: 1. Appointment of Proxy (i) A member of the Company entitled to attend and vote at this meeting is entitled to appoint not more than two (2) proxies to attend and to vote instead of him at the same meeting and a proxy need not be a member of the Company. (ii) Where a member of the Company appoints two (2) proxies, the appointments shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. (iii) Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 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 nominee may appoint in respect of each omnibus account it holds. (iv) The instrument appointing a proxy in the case of an individual shall be signed by the appointer or his attorney and in the case of a corporation, must be under seal or under the hand of an officer or attorney duly authorised. (v) The instrument appointing a proxy must be deposited at the Office of the Poll Administrator of the Company’s 33rd AGM, Securities Services (Holdings) Sdn Bhd, Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur not less than twenty-four (24) hours before the time for holding the meeting or any adjournment thereof. (vi) Only members whose names appear in the Record of Depositors on 26 March 2018 shall be eligible to attend, speak and vote at the AGM or appoint proxy(ies) to attend, speak and/or vote on their behalf. (vii) Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice of AGM will be put to vote by poll. 2. Ordinary Business (i) Audited Financial Statements for the financial year ended 31 December 2017. The Audited Financial Statements in Agenda 1 is meant for discussion only as the approval of Shareholders is not required pursuant to the provision of sections 251(1)(a) and 340(1)(a) of the Companies Act 2016. Hence this Agenda is not put forward for voting by Shareholders of the Company. (ii) Re-election of Director who retire in accordance with Article 62. Article 62 of the Company’s Constitution provides that one third (1/3) of the Directors of the Company for the time being shall retire by rotation at the AGM of the Company. Pursuant to Paragraph 7.26(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all the Directors shall retire from office at least once in every three (3) years but shall be eligible for re-election. Mahadzir Azizan and Zakaria Ismail are standing for re-election as Directors of the Company and being eligible have offered themselves for re-election. 3. Special Business (i) Proposed Shareholders’ Mandate for Recurrent Related Party Transaction of a Revenue or Trading Nature. The proposed Resolution 6, if passed, will empower the Company to conduct recurrent related party transactions of a revenue or trading in nature which are necessary for the Takaful Malaysia Group’s day to day operations and will eliminate the need to convene separate general meetings from time to time to seek shareholders’ approval. The details on the Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature are set out in the Circular to Shareholders dated 5 March 2018.