DiGi.com Berhad - Annual Report 2014 - page 154

152
NOTES:-
ΈAΉ APPOINTMENT OF PROXY
(i) A member enƟtled to aƩend and vote at a general meeƟng of the Company is enƟtled to appoint one (1) person as his proxy to aƩend, speak and vote in his stead. A proxy need not be a
member of the Company. The provisions of SecƟon 149(1)(a) and (b) of the Companies Act, 1965 shall not apply to the Company.
(ii) Where a member of the Company is an Exempt Authorised Nominee which holds ordinary shares in the Company for mulƟple beneĮcial owners in one securiƟes account (“omnibus
account”) as deĮned under the SecuriƟes Industry (Central Depositories) Act 1991, there shall be no limit to the number of proxies which the Exempt Authorised Nominee may appoint in
respect of each omnibus account it holds.
(iii) The instrument appoinƟng a proxy, shall be in wriƟng under the hand of the appointer or his aƩorney duly authorised in wriƟng, and in the case of a corporaƟon, either under its seal or
under the hand of an oĸcer or aƩorney duly authorised.
(iv) The instrument appoinƟng a proxy together with the power of aƩorney (if any) or a cerƟĮed copy thereof must be deposited at the Company’s Share Registrar Oĸce at Level 17,
The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia at least forty-eight (48) hours before the Ɵme appointed for holding the meeƟng or at any
adjournment thereof.
ΈBΉ EXPLANATORY NOTES
1. Agenda item no. 1 is meant for discussion only as the provision of SecƟon 169(1) of the Companies Act, 1965 does not require a formal approval of shareholders for the Audited Financial
Statements. Hence, this item on the Agenda is
not put forward for voƟng
.
2. Ordinary ResoluƟon 4 proposed under Agenda item no. 5 on the shareholders’ mandate, if passed, will allow the Company and its subsidiaries (“Group”) to enter into recurrent related
party transacƟons in accordance with paragraph 10.09 of the Main Market LisƟng Requirements of Bursa Malaysia SecuriƟes Berhad and the necessity to convene separate general
meeƟngs from Ɵme to Ɵme to seek shareholders’ approval as and when such recurrent related party transacƟons occur would not arise. This would reduce substanƟal administraƟve Ɵme
and expenses associated with the convening of such meeƟngs without compromising the corporate objecƟves of the Group or aīecƟng the business opportuniƟes available to the Group.
The shareholders’ mandate is subject to renewal on an annual basis.
3. Dato’ Ab. Halim Bin Mohyiddin who is reƟring pursuant to ArƟcle 98(A) of the Company’s ArƟcles of AssociaƟon has expressed his intenƟon not to seek for re-elecƟon. Hence, he will reƟre
upon the conclusion of the 18
th
AGM.
Personal data privacy:
By submiƫng an instrument appoinƟng a proxy(ies) and/or representaƟve(s) to aƩend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collecƟon, use and disclosure of the member’s personal
data by the Company (or its agents) for the purpose of the processing and administraƟon by the Company (or its agents) of proxies and representaƟves appointed for the AGM (including any adjournment thereof) and the preparaƟon and compilaƟon
of the aƩendance lists, minutes and other documents relaƟng to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, lisƟng rules, regulaƟons and/or guidelines (collecƟvely, the
Purposes
”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representaƟve(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representaƟve(s) for
the collecƟon, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representaƟve(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalƟes, liabiliƟes, claims,
demands, losses and damages as a result of the member’s breach of warranty.
NOTICE OF ANNUAL GENERAL MEETING
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