Contents :
NOTICE IS HEREBY GIVEN THAT the Third Annual General Meeting of the Company will be held at Masokoh, Level 1, Nexus Resort Karambunai, Off Sepangar Bay, Kota Kinabalu, Sabah on 30 June 2003 at 10.30 am to transact the following business:
AGENDA
ORDINARY BUSINESS
1. To receive and adopt the Audited Financial Statements of the Company
for the year ended 31 December 2002 and the Reports of the Directors
and Auditors thereon. Resolution 1
2. To declare a first and final dividend of 5 sen per share in respect of the
financial year ended 31 December 2002. Resolution 2
3. To re-elect the following Directors retiring in accordance with Article 93
of the Company's Articles of Association:
a) Tengku Datuk Dr Zainal Adlin Bin Tengku Mahamood Resolution 3
b) Loo Ngin Kong Resolution 4
4. To approve the payment of Directors' fees of RM109,000 for the financial
year ended 31 December 2002. Resolution 5
5. To re-appoint Ernst & Young as Auditors of the Company and authorise
the Directors to fix their remuneration. Resolution 6
SEPCIAL BUSINESS
6. To consider and if thought fit, to pass the following resolution: Resolution 7
Ordinary Resolution
Authority to issue shares pursuant to Section 132D, Companies Act, 1965
" THAT subject always to the Companies Act, 1965, Articles of Association
of the Company and approvals from the relevant statutory and regulatory
authorities, where such approvals are necessary, full authority be and is
hereby given to the Directors pursuant to Section 132D of the Companies
Act, 1965, to issue shares in the Company at any time until the conclusion
of the next Annual General Meeting and upon such terms and conditions
and for such purposes as the Directors may, in their absolute discretion,
deem fit provided that the aggregate number of shares to be issued
pursuant to this Resolution does not exceed 10% of the issued share
capital of the Company. "
ANY OTHER BUSINESS
7. To transact any other ordinary business of the Company of which due notice
shall have been given in accordance with the Company's Articles of
Association and the Companies Act, 1965.
By Order of the Board
NPC Resources Berhad
Dorothy Luk Wei Kam
Company Secretary
Kota Kinabalu, Sabah
Date: 6 June 2003
Notes:
a) A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but does not need to be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 need not be complied with.
b) Where a member appoints two (2) or more proxies to attend and vote at the same Meeting, such appointment shall be invalid unless the member specifies the proportion of his (her) holdings to be represented by each proxy.
c) The instrument appointing a proxy shall be in writing or if such appointor is a corporation either under its Common Seal or the hands of its officers or attorney duly authorized.
d) The instrument appointing a proxy shall be deposited at the Registered Office of the Company at Lot 8 & 9, T3, Taman Tshun Ngen, Mile 5, Jalan Labuk, 90000 Sandakan, Sabah, not less than 48 hours before the time for holding the Meeting or any adjournment thereof.
Explanatory Notes On Special Business
Ordinary Resolution Pursuant To The Proposed Authority To Directors To Issue New Shares Under Section 132D Of The Companies Act, 1965
The proposed Ordinary Resolution under item 6 above, if passed, will give power to the Directors to issue ordinary shares in the capital of the Company up to an aggregate amount not exceeding 10% of the issued share capital of the Company for the time being. This authority unless revoked or varied at a general meeting will expire at the next Annual General Meeting.