Syarikat Takaful Malaysia Berhad: Notice of Extraordinary General Meeting - 24 May 2018

Transcription

1. 7 ‘ i kl TaKaFUL SYARIKAT TAKAFUL MALAYSIA BERHAD (Company No.: 131646-K) (Incorporated in Malaysia) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING (“EGM”) of SYARIKAT TAKAFUL MALAYSIA BERHAD will be held Ibrahim, 5th Floor, Annexe Block, Menara Takaful Malaysia, No. 4, Jalan Sultan Sulaiman, 50000 Kuala Lumpur on Thursday, 24 May 2018 at 2:30 pm. to consider and if deemed fit, to pass with or without modifications, the following Special Resolutions: at Dewan Ahmad Mohamed 1. Proposed Change of Name of the Company from “Syarikat Takaful Malaysia Berhad” Malaysia Keluarga Berhad" (“Proposed Change of Name") to “Syarikat Takaful "THAT the name of the Company be changed from “Syarikat Takaful Malaysia Berhad” to “Syarikat Takaful Malaysia Keluarga Berhad” effective from the date of issuance of the Notice of Registration of New Name by the Companies Commission of Malaysia to the Company and that all references in the Company's Constitution in relation to the name "Syarikat Takaful Malaysia Berhad” wherever the same may appear, shall be deleted and substituted with “Syarikat Takaful Malaysia Keluarga Berha AND THAT the Board of Directors be and are and formalities in 2. hereby authorised and empowered to carry out all the necessary steps effecting the Proposed Change of Name.” (Special Resolution 1) (Special Resolution 2) Proposed Amendments to the Company's Constitution (“Proposed Amendments") "THAT the Proposed Amendments as set out in Appendix I and the Constitution incorporating the Proposed Amendments as set out in Appendix II of the Circular to Shareholders dated 2 May 2018 be and are hereby approved and adopted as the Constitution of the Company in substitution for, and to the exclusion of the existing Constitution of the Company. AND THAT the Board of Directors of the Company be and are hereby authorised and empowered to take all acts, deeds and things as are necessary and/or expedient in order to implement, finalise and give full effect to the Proposed Amendments with full powers to assent to any conditions, modifications and/or amendments as may be required by any relevant authorities.” FURTHER NOTICE IS HEREBY GIVEN THAT for the purpose of determining a member who shall be entitled to attend the EGM, 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 16 May 2018. Only a depositor whose name Depositors as at 16 May 2018 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his/ , appears on the Record of her behalf. By Order of the Board MOHAMAD ASRI YUSOFF (MIA 14171) Company Secretary Kuala Lumpur 2 May 2018 Explanatory Notes: 1. 2. 3. Appointment of Proxy d) A member of the Company entitled to attend and vote at this meeting is entitled to appoint not more titan 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. fir) 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. fill) 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 pmxies which the exempt authorised nominee may appoint in respect of each omnibus account itholds. flv) 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 attomey duly authorised. (v) the instrument appointing a proxy must be deposited at the Office of the Share Registrar of the Company, Symphony Share Registrars Sdn. Bhd. (378993-0), Level 6, Symphony House, Pusat Dagangan Data 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor not less than hlventyfour (24) hours before the time for holding the meeting or any adjoumment thereof (w) Only members whose names appear in the Record of Depositors on 16 May 2018 shall be eligible to attend, speak and vote at the EGM or appoint proxyfles) to attend, spear and/or vote on their behalf (vii) Pursuant to Pmagraph 8.29A(1) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, all resolutions set out in the Notice of EGM will be put to vote by poll Special Resolution 1 Proposed Change of Name of the Company from “Syarikat Takaful Malaysia Berhad" to "Syarikat Takaful Malaysia Keluarga Berhad" ihe Special Resolution 1 was proposed pursuant to the proposed reorganisation of the Company involving the conversion of the composite licence to single licences for the Company’s family takaful business and general takaful business as required under Sections 16(1) and 286 of the Islamic financial Services Act 2013 as announced to Bursa Securities on 10August2017. Further details are set out in the Circular to Shareholders dated 2 May 2018. Special Resolution 2 ProposedAmendments to the Company's Constitution The Special Resolution 2 if passed, shall streamline the Constitution of the Company with the Companies Act 2016 which came into force on 31 January 2017, the updated provisions of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, Bank Negara Malaysia’s guidelines and other prevailing statutory and regulatory requirements as well as to render clarity and consistency throughout the Constitution. Further details are set out in the Circular to Shareholders dated 2 May 2018. - -