Notice of AGM & EGM
April 04 2002 - 5:23AM
UK Regulatory
RNS Number:9381T
Petaling Tin Berhad
3 April 2002
Petaling Tin Berhad
- Seventy-Sixth Annual General Meeting
- Extraordinary General Meeting
• Contents:-
The Board of Directors of Petaling Tin Berhad ("PTB") wishes to advise that PTB
will be holding its Seventy-Sixth Annual General Meeting ("AGM") on Friday,
26 April 2002 at 10.00 a.m. at Anggerik Room, 4th Floor, Hotel Equatorial Kuala
Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur and its Extraordinary General
Meeting ("EGM") on Friday, 26 April 2002 at 10.30 a.m. or immediately following
the conclusion or adjournment (as the case may be) of the 76th AGM of the
Company.
The notices of the AGM and EGM which are attached herewith will be published in
The Star on 4 April 2002.
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Seventy-Sixth Annual General Meeting of Petaling
Tin Berhad will be held at Anggerik Room, 4th Floor, Hotel Equatorial Kuala
Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur on Friday, 26 April 2002 at
10.00 a.m. for the following purposes:-
AGENDA
As Ordinary Business:
1. To receive and adopt the Audited Financial Statements Ordinary
of the Company for the year ended 31 October 2001 Resolution 1
together with the Reports of Directors and Auditors
thereon.
2. To approve the payment of directors' fees of RM118,472 Ordinary
for the year ended 31 October 2001. Resolution 2
3. To re-elect Mr Chin Yit Kong who is retiring pursuant Ordinary
to the existing Article 77 of the Company's Articles Resolution 3
of Association.
4. To re-elect Datuk Wan Kassim Bin Ahmed who is retiring Ordinary
pursuant to the existing Article 79(c) of the Company's Resolution 4
Articles of Association.
5. To re-elect Mr Chong Kok Kong who is retiring pursuant Ordinary
to the existing Article 79(c) of the Company's Resolution 5
Articles of Association.
6. To re-elect Tan Sri Dr Chen Lip Keong who is retiring Ordinary
pursuant to Paragraph 7.28(2) of the Listing Resolution 6
Requirements of the Kuala Lumpur Stock Exchange.
7. To re-appoint Messrs Moore Stephens as Auditors of Ordinary
of the Company and to authorise the Directors to fix Resolution 7
their remuneration.
As Special Business:
8. To consider and, if thought fit, to pass the following Ordinary Resolution:
"THAT the Directors of the Company be and are hereby Ordinary
authorised, pursuant to Section 132D of the Companies Resolution 8
Act, 1965, to issue shares in the Company at any time
subject to Section 132D(3) 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
the resolution does not exceed 10% of the issued capital
of the Company for the time being."
9. To transact any other ordinary business of which due
notice shall have been given.
By Order of the Board
Lorraine Khoo Bee Kim (MAICSA 7008856)
Chen Sai Liung (MAICSA 7034273)
Company Secretaries
Kuala Lumpur
4 April 2002
NOTES:-
1. A member of the Company entitled to attend and vote at the meeting is
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 and the provisions of
Section 149(1)(b) of the Companies Act, 1965 shall not apply.
2. Where a member appoints two (2) proxies, the appointment shall be invalid
unless he specifies the proportion of his shareholdings to be
represented by each proxy.
3. The instrument appointing a proxy must be in writing under the hand of the
appointor or of his attorney duly authorised in writing, or if such
appointor is a corporation, either under seal or under the hand of an
officer or attorney duly authorised.
4. The instrument appointing a proxy and the power of attorney or other
authority (if any) under which the instrument is signed or a notarily
certified copy of that power or authority, shall be deposited at the
at the Registered Office of the Company at Level 19, Menara PanGlobal,
No. 8, Lorong P. Ramlee, 50250 Kuala Lumpur or at the Company's Branch
Register at Grooved Secretaries Ltd., 52 Leysdown Road, Mottingham, London
SE9 3N8 United Kingdom at least forty-eight (48) hours before the time for
holding the meeting or adjourned meeting.
EXPLANATORY NOTE ON SPECIAL BUSINESS
Ordinary Resolution 8
The proposed resolution is in relation to authority to allot shares pursuant to
Section 132D of the Companies Act, 1965 and if passed, will empower the
Directors to issue shares up to 10% of the issued capital of the Company for
the time being for such purposes as the Directors consider would be in the
interest of the Company. This authority, unless revoked or varied by the
Company in general meeting, will expire at the next Annual General Meeting of
the Company.
NOTICE OF 1/2002 EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 1/2002 Extraordinary General Meeting of the
Company will be held at Anggerik Room, 4th Floor, Hotel Equatorial Kuala Lumpur,
Jalan Sultan Ismail, 50250 Kuala Lumpur on Friday, 26 April 2002 at 10.30 a.m.
or immediately following the conclusion or adjournment (as the case may be) of
the 76th Annual General Meeting of the Company which has been scheduled to be
held at the same venue and on the same day at 10.00 a.m. for the purpose of
considering and if thought fit, passing with or without modifications, the
following resolutions:-
SPECIAL RESOLUTION - PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION
"THAT, the Articles of Association of the Company as contained in the Appendix
1 set out in the Circular to Shareholders dated 4 April 2002 be and are hereby
approved and adopted as the new Articles of Association of the Company in
substitution for and to the exclusion of all existing Articles of
Association of the Company thereof."
ORDINARY RESOLUTION - PROPOSED SHARES BUY-BACK
"THAT, subject always to the Companies Act, 1965, the provisions of the
Memorandum and Articles of Association of the Company, the requirements of the
Kuala Lumpur Stock Exchange ("KLSE") and the approvals of all relevant
governmental and/or regulatory authorities, the Company be and is hereby
authorised, to the extent permitted by law, to buy-back and/or hold such amount
of ordinary shares of RM1.00 each in the Company as may be determined by the
Directors of the Company from time to time through the KLSE upon such terms
and conditions as the Directors may deem fit and expedient in the interest of
the Company provided that:-
i) the aggregate number of shares bought-back and/or held does not exceed
ten percent (10%) of the total issued and paid-up share capital of the
Company as quoted on the KLSE;
ii) the amount allotted shall not exceed the retained profits and/or share
premium account of the Company based on its latest audited financial
statements available up to the date of the transaction pursuant to the
Proposed Shares Buy-Back. Based on the audited accounts of the Company
as at 31 October 2001, its share premium stood at RM28.1 million; and
iii) the shares purchased are to be treated in either of the following manner:-
(a) cancel the purchased Ordinary Shares; or
(b) retain the purchased Ordinary Shares as treasury shares held by
the Company; or
(c) retain part of the purchased Ordinary Shares as treasury shares
and cancel the remainder.
The treasury shares may be distributed as dividends to the shareholders
and/or resold on the KLSE and/or subsequently cancelled.
AND THAT the authority conferred by this resolution shall commence upon the
passing and lodgment of this resolution with the Registrar of Companies until
the conclusion of the next Annual General Meeting of the Company (unless earlier
revoked or varied by Ordinary Resolution of the shareholders of the Company in
general meeting) but shall not prejudice the completion of the buy-back(s) by
the Company or any person before that aforesaid expiry date and in any event,
in accordance with the provisions of the Listing Requirements or any other
relevant authorities.
AND THAT authority be and is hereby given unconditionally and generally to the
Directors of the Company to take all such steps as are necessary or expedient
(including without limitation, the opening and maintaining or central depository
account(s) under the Securities Industry (Central Depositories) Act 1991, and
the entering into of all other agreements, arrangements and guarantee with any
party or parties) to implement, finalise and give full effect to the aforesaid
buy-back with full powers to assent to any condition, modification,
revaluations, variation and/or amendments (if any) as may be imposed by the
relevant authorities and with the full power to do all such acts and things
thereafter (including without limitation, the cancellation or retention as
treasury shares of all or any part of the shares bought-back) in accordance
with the Companies Act, 1965, the provisions of the Memorandum and Articles of
Association of the Company and the requirements and/or guidelines of the KLSE
and all other relevant governmental and/or regulatory authorities."
By Order of the Board
Lorraine Khoo Bee Kim (MAICSA 7008856)
Chen Sai Liung (MAICSA 7034273)
Company Secretaries
Kuala Lumpur
4 April 2002
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 and the provisions of
Section 149(1)(b) of the Companies Act, 1965 shall not apply.
2. Where a member appoints two (2) proxies, the appointment shall be invalid
unless he specifies the proportion of his shareholdings to be
represented by each proxy.
3. The instrument appointing a proxy must be in writing under the hand of
the appointor or of his attorney duly authorised in writing, or if such
appointor is a corporation, either under seal or under the hand of an
officer or attorney duly authorised.
4. The instrument appointing a proxy and the power of attorney (if any) under
which the instrument is signed or a notarily certified copy of that power
or authority, shall be deposited at the Registered Office of the Company
at Level 19, Menara PanGlobal No. 8 Lorong P. Ramlee, 50250 Kuala Lumpur
or at the Company's Branch Register at Grooved Secretaries Ltd.,
52 Leysdown Road, Mottingham, London SE9 3N8 United Kingdom at least
forty-eight (48) hours before the time for holding the meeting or
adjourned meeting.
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