Contents :
We wish to inform that the 15th AGM of the Company will be held on Tuesday, 19 June 2001. Set out below is the notice which will be advertised in the Star on 25 May 2001 for your attention:-
PRESS METAL BERHAD
Company No. 153208-W
(Incorporated in Malaysia)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Fifteenth Annual General Meeting of Press Metal Berhad will be held at Room Tun H. S. Lee, Commonwealth House, No. 4 Jalan Birah, Damansara Heights, 50490 Kuala Lumpur on Tuesday, 19 June 2001 at 9.30 a.m. for the following purposes:-
A G E N D A
As Ordinary Business
1. To receive and adopt the Audited Financial Statements for the year ended 31 December 2000 together with the Reports of the Directors and of the Auditors thereon. Ordinary Resolution 1
2. To declare a final tax exempt dividend of 1.5% for the year ended 31 December 2000.
Ordinary Resolution 2
3. To approve the payment of Directors Fees in respect of the year ended 31 December 2000.
Ordinary Resolution 3
4. To re-elect the following Directors retiring under/pursuant to:-
(a) Article 92 of the Companys Articles of Association:-
i) Encik Mohamad Faiz bin Abdul Hamid Ordinary Resolution 4
ii) Mr Kuan Poh Fatt Ordinary Resolution 5
(b) Paragraph 7.28 of the Revamped Listing Requirements of the Kuala Lumpur Stock Exchange:-
i) Mr Koon Poh Ming Ordinary Resolution 6
ii) Dato Koon Poh Keong Ordinary Resolution 7
5. To re-appoint Messrs KPMG as Auditors of the Company and to authorise the Directors to fix their remuneration. Ordinary Resolution 8
As Special Business
To consider and, if thought fit, to pass the following Resolutions:-
6. Authority under Section 132D of the Companies Act, 1965 for the Directors to issue shares
"That pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby authorised 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 does not exceed 10 per centum of the issued Share Capital of the Company for the time being, subject always to the approval of all relevant regulatory bodies being obtained for such allotment and issue."." Ordinary Resolution 9
7. Proposed amendments to the Articles of Association
That to enable the Company to render its Article of Association consistent with any prevailing laws, rules, regulations, orders, guidelines or requirements of the relevant authorities, the deletions, alterations, modifications, variations and additions to the Articles of Association of the Company as set out in Appendix I attached with the Annual Report for year 2000 be and are hereby approved.
Special Resolution 1
NOTICE OF DIVIDEND PAYMENT
NOTICE IS ALSO HEREBY GIVEN THAT, subject to the approval of the shareholders at the Fifteenth Annual General Meeting, a final tax exempt dividend of 1.5% in respect of the financial year ended 31 December 2000 will be paid to shareholders on 20 July 2001. The entitlement date for the said dividend shall be 29 June 2001.
A Depositor shall qualify for entitlement to the Dividend only in respect of:-
(a) Shares transferred to the Depositors securities account before 12.30 p.m. on 29 June 2001 in respect of ordinary transfers.
(b) Shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the Rules of the Kuala Lumpur Stock Exchange.
BY ORDER OF THE BOARD
LOKE KWONG WAI (MIA 4960)
SAW BEE LEAN (MAICSA 0793472)
TAI YIT CHAN (MAICSA 7009143)
Secretaries
Kuala Lumpur
Date : 25 May 2001
NOTES:
1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy may but need not be a member of the Company. A member may appoint any person to be his proxy without limitation and the provisions of Section 149 (1) (b) of the Companies Act, 1965 shall not apply.
2. Where a member appoints two (2) or more proxies, the appointments shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy.
3. 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 its Common Seal or signed by an officer or attorney so authorised.
4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 11th Floor, Wisma Damansara, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur not less than 48 hours before the time set for holding the meeting or any adjournment thereof.
5. EXPLANATORY NOTE ON ITEM 6 OF THE AGENDA
- Resolution pursuant to Section 132D of the Companies Act, 1965
The Ordinary Resolution proposed under item 6 of the Agenda, if passed, will empower the Directors to allot and issue shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for such purposes as the Directors consider would be in the interest of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the next Annual General Meeting.
6. EXPLANATORY NOTE ON ITEM 7 OF THE AGENDA
- Proposed amendments to the Articles of Association
The Special Resolution 1 proposed, if passed, will render the Companys Articles of Association to be consistent and compliant with the revamped Kuala Lumpur Stock Exchange Listing Requirements and other statutory and regulatory requirements of the Companies Act, 1965 and the Rules of the Malaysian Central Depository Sdn Bhd. The amendment also contain a new provision to enable any Director and member of a committee of Directors to participate at Board of Directors meetings and committee meetings respectively by way of telephone and video conferencing. This will facilitate the convening of Board of Directors meetings and committee meetings at short notice when any director or committee member may be abroad or away.