TIDMIKK
RNS Number : 8218W
Inch Kenneth Kajang Rubber
29 April 2016
INCH KENNETH KAJANG RUBBER PUBLIC LIMITED COMPANY
(990261 M)
(Incorporated in Scotland)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the One Hundred and Sixth Annual
General Meeting ("AGM") of the Company will be held at Bilik
Perdana, Dewan Perdana Felda, Jalan Maktab, Off Jalan Semarak,
50400 Kuala Lumpur on Tuesday, 24 May 2016 at 10:00 a.m. for the
following purposes:
1. To receive and adopt the financial Resolution
statements for the year ended 31 December 1
2015 and the Reports of the Directors
and Auditors thereon.
2. To approve the payment of Directors' Resolution
fees in respect of the year ended 2
31 December 2015.
3. To re-appoint Messrs UHY Hacker Young Resolution
LLP as Auditors of the Company and 3
to authorise the Directors to fix
their remuneration.
AS SPECIAL BUSINESS
To consider and if thought fit, to
pass the following Ordinary Resolutions:
4. To re-appoint the following Directors
who are over the age of seventy (70)
years, to hold office until the next
AGM pursuant to Section 129(6) of
the Malaysian Companies Act 1965 and
Recommendations 3.2 and 3.3 of the
Malaysian Code on Corporate Governance
2012 ("MCCG 2012"):
(a) Dato' Adnan bin Maaruf Resolution
4
(b) Dato' Haji Muda bin Mohamed Resolution
5
(c) Dr. Radzuan bin A. Rahman Resolution
6
5. To re-appoint Dato' Tik bin Mustaffa Resolution
who is over the age of seventy (70) 7
years, to hold office until the next
AGM pursuant to Section 129(6) of
the Malaysian Companies Act 1965.
6. PROPOSED RESOLUTION TO EMPOWER THE Resolution
DIRECTORS OF INCH KENNETH KAJANG RUBBER 8
PUBLIC LIMITED COMPANY ("IKKR" OR
"THE COMPANY") TO ISSUE SHARES PURSUANT
TO SECTION 551 OF THE UNITED KINGDOM
COMPANIES ACT 2006 ("UK COMPANIES
ACT 2006")
The New Mandate will enable the Directors
to take swift action in case of, inter
alia, a need for corporate exercises
or in the event of business opportunities
or other arising circumstances which
involve the issue of new shares, and
to avoid delay and cost in convening
general meetings to approve such issue
of shares.
7. PROPOSED RENEWAL OF AUTHORITY FOR Resolution
THE PURCHASE BY THE COMPANY OF ITS 9
OWN SHARES
"THAT, subject to the Malaysian Companies
Act 1965, the Memorandum and Articles
of Association of the Company and
the requirements of Bursa Malaysia
Securities Berhad ("Bursa Securities")
and any other relevant authorities,
the Company be generally and unconditionally
authorised to make market purchases
(within the meaning of section 701(3)
of the UK Companies Act 2006) of ordinary
shares of 10p each in the capital
of the Company ("IKKR Shares") provided
that:
(a) the maximum number of IKKR Shares
hereby authorised to be purchased
is 42,075,000 (representing 10% of
the Company's issued ordinary share
capital at 8 April 2016);
(b) the maximum amount of funds to be
allocated by the Company shall not
exceed the audited retained profits
and the share premium account of the
Company as at 31 December 2015 of
RM144,747,242 and RM8,434 respectively;
(c) the minimum price, exclusive of any
expenses, which may be paid for an
IKKR Share is the prevailing market
share price;
(d) the maximum price, exclusive of any
expenses, which may be paid for any
such share is an amount not more than
15% above the weighted average share
price for the five (5) market days
immediately preceding the date of
the purchase(s);
(e) upon the full implementation of the
Proposed Share Buy-Back, the Directors
of the Company be and hereby authorised
to decide in their absolute discretion
to either retain the IKKR Shares purchased
by the Company pursuant to the Proposed
Share Buy-Back ("Purchased Shares")
as treasury shares to be resold on
the stock exchanges where IKKR Shares
are listed; or the Purchased Shares
may be cancelled; or the Purchased
Shares may in part be retained as
treasury shares and the remainder
cancelled;
(f) the authority hereby conferred shall
be in force immediately upon the passing
of this resolution until the earlier
of 25 November 2017 (the date which
is 18 months after the meeting) or
the close of the next AGM of the Company
or the authority is revoked or varied
by ordinary resolution passed by the
shareholders in a general meeting;
and
(g) the Company may make a contract for
the purchase of IKKR Shares under
this authority before the expiry of
this authority which would or might
be executed wholly or partly after
the expiry of such authority, and
may make purchases of IKKR Shares
in pursuance of such a contract as
if such authority had not expired."
To transact any other business of
which due notice shall have been given.
By order of the Board
LEE THAI THYE (LS 0000737)
Company Secretary
Kuala Lumpur, Malaysia
29 April 2016
NOTES:
Appointment of Proxy
1. A member of the Company entitled to attend and vote is
entitled to appoint a proxy or proxies to attend and vote in his
stead. A proxy need not be a member of the Company.
2. The instrument appointing a proxy shall be in writing under
the hand of the appointor or 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 duly
authorised.
3. Where a member appoints more than one proxy, the appointment
shall not be valid unless he specifies the proportion of his
holding to be represented by each proxy.
4. Any alteration in the proxy form must be initialled.
5. The instrument appointing a proxy must be deposited at the
Registrar's Office, 22nd Floor Menara Promet (KH), Jalan Sultan
Ismail, 50250 Kuala Lumpur, Malaysia, not less than forty-eight
(48) hours before the time for holding the meeting or any
adjournment thereof. For shareholders residing outside of Malaysia,
the Proxy Form could be forwarded by fax at +603 2141 9650 or by
email to ir@ikkr.com.my.
6. For the purpose of determining a member who shall be entitled
to attend the 106th AGM, the Company shall be requesting Bursa
Malaysia Depository Sdn Bhd to issue a General Meeting Record of
Depositors ("ROD") as at 18 May 2016. Only a depositor whose name
appears on the Register of Members/ROD therein shall be entitled to
attend the said meeting or appoint a proxy to attend and/or vote on
his/her stead.
EXPLANATORY NOTES ON SPECIAL BUSINESS
7. Resolutions 4, 5 and 6 - Re-appointment of Directors pursuant
to Section 129(6) of the Malaysian Companies Act, 1965
The Board of Directors vide the Nomination Committee's
recommendations and decide that the Directors who retire pursuant
to Section 129(6) of the Malaysian Companies Act 1965 at the
106(th) AGM are eligible to stand for re-appointment based on their
assessment. Their profiles are referred to on pages 3 and 4 of the
Annual Report.
Dato' Adnan bin Maaruf, Dato' Haji Muda bin Mohamed and Dr
Radzuan bin A. Rahman had abstained from deliberations and
decisions of the Board on their respective re-appointment. The
Board feels that they have satisfactorily demonstrated their
independence and free from any business which could interfere with
their ability to act in the best interests of the Company.
(i) The re-appointment of Dato' Adnan bin Maaruf, a person over
the age of seventy (70) years as a Director of the Company to hold
office until the conclusion of the next AGM of the Company shall
take effect if the proposed Resolution 4 has been passed by a
majority of not less than three-fourths (3/4) of such members as
being entitled to vote in person or by proxies at the 106th
AGM.
(ii) The re-appointment of Dato' Haji Muda bin Mohamed, a person
over the age of seventy (70) years as a Director of the Company to
hold office until the conclusion of the next AGM of the Company
shall take effect if the proposed Resolution 5 has been passed by a
majority of not less than three-fourths (3/4) of such members as
being entitled to vote in person or by proxies at the 106(th)
AGM.
(iii) The re-appointment of Dr Radzuan bin A. Rahman, a person
over the age of seventy (70) years as a Director of the Company to
hold office until the conclusion of the next AGM of the Company
shall take effect if the proposed Resolution 6 has been passed by a
majority of not less than three-fourths (3/4) of such members as
being entitled to vote in person or by proxies at the 106(th)
AGM.
(MORE TO FOLLOW) Dow Jones Newswires
April 29, 2016 12:30 ET (16:30 GMT)
Although Recommendations 3.2 and 3.3 of the MCCG 2012 which
states that the tenure of an Independent Director shall not exceed
a cumulative term of nine (9) years, the justifications for the
retention of Dato' Adnan bin Maaruf, Dato' Haji Muda bin Mohamed
and Dr Radzuan bin A. Rahman to continue serving the Company as
Independent Directors are:-
a) They have fulfilled the definition of Independent Director
under the Main Market Listing Requirements of Bursa Securities and
had expressed their willingness to continue in office as
Independent Directors of the Company;
b) They have challenged the management in an effective and
constructive manner, providing a check and balance, and bring an
element of objectivity to the Board;
c) They have no interest or ties in the Company and/or Group
that could adversely or materially interfere with their independent
judgement;
d) They have actively participated in Board deliberation, judged
in an objective, independent and unfettered manner, discharged
their duties with reasonable care, skill and diligent, and brought
independent thought and experience in decision making;
e) They have devoted sufficient time and attention to their
responsibilities as Independent Directors of the Company; and
f) They have exercised due care in all undertakings of the
Company and/or Group and have carried out their fiduciary duties in
the interest of the Company and/or Group and minority shareholders
during their tenure as Independent Directors of the Company.
8. Resolution 7 - Re-appointment of Directors pursuant to
Section 129(6) of the Malaysian Companies Act 1965
The Board of Directors vide the Nomination Committee
recommendation and decide that Dato' Tik bin Mustaffa who retires
pursuant to Section 129(6) of the Malaysian Companies Act 1965 at
the 106(th) AGM is eligible to stand for re-appointment based on
their assessment.
His profile is set out on page 4 of the Annual Report.
9. Resolution 8 - Authority for Directors to issue shares
pursuant to Section 551 of the UK Companies Act 2006
This resolution is proposed pursuant to Section 551 of the UK
Companies Act 2006, and if passed, will give the Directors of the
Company, from the date of the above AGM, authority to issue
ordinary shares in the Company not exceeding 10% of the issued
capital of the Company. This authority, unless revoked or varied at
a general meeting, will expire at the conclusion of the next AGM of
the Company.
As at the date of this Notice, no new shares in the Company were
issued pursuant to the mandate granted to the Directors at the
105(th) AGM held on 16 June 2015 which will lapse at the conclusion
of the 106(th) AGM.
The renewal of this mandate will enable the Directors to avoid
any delay and cost involved in convening a general meeting. It is
thus appropriate to seek members' approval.
10. Resolution 9 - Proposed renewal of authority for the
purchase by the Company of its own shares
The details on Resolution 9 on the Proposed Renewal of Authority
is included in the Statement to Shareholders dated 29 April 2016
which is enclosed together with the Annual Report.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOAAKCDNCBKKKQB
(END) Dow Jones Newswires
April 29, 2016 12:30 ET (16:30 GMT)
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