EVERGREEN FIBREBOARD BERHAD ("EFB" or "the Company") NOTICE OF SIXTEENTH ANNUAL GENERAL MEETING

Reference No CI-070419-5099F

Company Name : EVERGREEN FIBREBOARD BERHAD
Stock Name : EVERGRN
Date Announced : 19/04/2007

 
Type : Announcement
Subject : EVERGREEN FIBREBOARD BERHAD ("EFB" or "the Company")
NOTICE OF SIXTEENTH ANNUAL GENERAL MEETING


Contents :

EFB wishes to announce that the Sixteenth Annual General Meeting of the Company will be held at Sofitel Palm Resort, Perkasa Ballroom, Jalan Persiaran Golf, Off Jalan Jumbo, 81250 Senai, Johor Darul Takzim, Malaysia on Friday, 11 May 2007 at 9.00 a.m.

 

EVERGREEN FIBREBOARD BERHAD (217120-W)
(Incorporated in Malaysia)
NOTICE IS HEREBY GIVEN THAT the Sixteenth Annual General Meeting of Evergreen Fibreboard Berhad will be held at Sofitel Palm Resort, Perkasa Ballroom, Jalan Persiaran Golf, Off Jalan Jumbo, 81250 Senai, Johor Darul Takzim Malaysiaon Friday, 11 May 2007 at 9.00 a.m. for the following purposes: -
A G E N D A
ORDINARY BUSINESS
1.
To receive the Audited Financial Statements for the financial year ended 31 December 2006 together with the Directors' and Auditors' Report thereon.
RESOLUTION 1
2.
To approve the payment of final dividend of 1 sen (tax-exempt) for the financial year ended 31 December 2006.
RESOLUTION 2
3.
To approve the payment of Directors' Fees of RM130,000 for the financial year ending 31 December 2007.
RESOLUTION 3
4.
To re-elect the following Directors who retire during the year in accordance with the Company's Articles of Association and being eligible, offer themselves for re-election: -
- Kuo Jen Chang - Article 101
RESOLUTION 4
- Kuo Jen Chiu - Article 101
RESOLUTION 5
- Law Ngee Song - Article 106
RESOLUTION 6
5.
To consider, and if thought fit, to pass the following resolution: -
"THAT pursuant to Section 129(6) of the Companies Act, 1965, Mr Kuo Wen Chi be and is hereby re-appointed as Director of the Company to hold office until the conclusion of the next Annual General Meeting."
RESOLUTION 7
6.
To re-appoint Messrs Ernst & Young who retire as Auditors of the Company and authorise the Directors to fix their remuneration.
RESOLUTION 8
SPECIAL BUSINESS
7.
To consider and, if thought fit, to pass the following Ordinary Resolutions: -
ORDINARY RESOLUTION 1
AUTHORITY TO ALLOT SHARES - SECTION 132D
RESOLUTION 9
"THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approval of the relevant authorities, the Directors be and are hereby empowered to issue shares in the Company from time to time 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 issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and also empowered to obtain approval for the listing of and quotation for the additional shares so issued on the Bursa Malaysia Securities Berhad and thatsuch authority shall continue in force until the conclusion of the next Annual General Meeting of the Company."
ORDINARY RESOLUTION 2
PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS ("Proposed Renewal of Shareholders' Mandate")
RESOLUTION 10
"THAT, subject always to the provisions of the Companies Act, 1965 ("the Act"), the Memorandum & Articles of Association of the Company, the Listing Requirements of Bursa Malaysia Securities Berhad or any other regulatory authorities, approval be and is hereby given for the Company and its subsidiaries ("EFB Group") to enter into recurrent related party transactions of a revenue or trading nature in the ordinary course of business which are necessary for the day-to-day operations of the EFB Group as specified in section 2.1.2 of the Company's Circular to Shareholders dated 20 April 2007 ("Circular") on terms not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders and that authority conferred by this resolution shall take effect immediately upon the passing of this resolution and the shareholders' mandate shall continue to be in force until: -
(a) the conclusion of the next Annual General Meeting ("AGM") of the Company following the AGM, at which the ordinary resolution for the Proposed Renewal of Shareholders' Mandate was passed, at which time it will lapse, unless by a resolution passed at a general meeting, the authority is renewed;
(b) the expiration of the period within which the next AGM after that date is required to be held pursuant to Section 143(1) of the Act, (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or
(c) revoked or varied by resolution passed by the shareholders in general meeting;
whichever is the earlier;
AND THAT authority be and is hereby given to the Directors of the EFB Group to complete and do all such acts and things (including executing such documents as may be required) to give effect to such transactions as authorised by this Ordinary Resolution.
AND THAT the estimates given on the recurrent related party transactions specified in section 2.1.2 of the Circular being provisional in nature, the Directors and/or any of them be and are hereby authorised to agree to the actual amount or amounts thereof provided always that such amount or amounts comply with the review procedures set out in section 2.1.4 of the Circular."
8.
To consider and, if thought fit, to pass the following Special Resolution: -
SPECIAL RESOLUTION
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY ("Proposed Amendments to the Articles")
RESOLUTION 11
"THAT the alterations, modifications or additions to the Articles of Association of the Company as contained in the Circular set out in Appendix II be and are hereby approved."
9.
To transact any other business appropriate to an Annual General Meeting.
NOTICE OF DIVIDEND ENTITLEMENT
NOTICE IS ALSO HEREBY GIVEN THAT subject to the approval of the shareholders at the Sixteenth Annual General Meeting, the Final Dividend of 1 sen (tax-exempt) in respect of the financial year ended 31 December 2006 will be payable on 8 August 2007 to Depositors registered in the Record of Depositors at the close of business on 11 July 2007.
A Depositor shall qualify for entitlement only in respect of: -
a) Securities transferred into the Depositor's Securities Account before 4.00 p.m. on 11 July 2007 in respect of transfer; and
b) Securities bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad.
BY ORDER OF THE BOARD
NURULUYUN BINTI ABDUL JABAR (f)
MIA 9113
LEONG SIEW FOONG (f)
MAICSA NO. 7007572
Secretaries
Johor Bahru
Date: 20 April 2007
NOTES: -
1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. The proxy need not be a Member of the Company and Section 149(1)(b) of the Companies Act, 1965 shall not apply.
2. A member shall be entitled to appoint more than one proxy (subject always to a maximum of two (2) proxies at each meeting) to attend and vote at the same meeting.
3. Where a member appoints more than one (1) proxy (subject always to a maximum of two (2) proxies at each meeting) the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
4. Where a member is an authorised nominee as defined under The Securities Industry (Central Depositories) Act, 1991 it may appoint at least one proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.
5. The instrument appointing a proxy shall be in writing under the hand of the appointer or if such appointer is a corporation under its common seal or the hand of its attorney.
6. The instrument appointing a proxy must be deposited at the Registered Office of the Company, Symphony Corporatehouse Sdn. Bhd. (Formerly Known As Corporatehouse Services Sdn. Bhd.) at Suite 6.1A, Level 6, Menara Pelangi, Jalan Kuning, Taman Pelangi, 80400 Johor Bahru, Johor not less than forty-eight (48) hours before the time appointed for holding the Meeting or any adjournment thereof.
7. Explanatory notes on Ordinary Resolutions: -
The Proposed Resolution 9, if passed, is primarily to give flexibility to the Board of Directors to issue and allot shares at any time in their absolute discretion without convening a general meeting. This authority will unless revoked or varied by the Company in general meeting expire at the next Annual General Meeting.
The Proposed Renewal of Shareholders' Mandate under Proposed Resolution No. 10 would allow the Company to dispense with announcements to Bursa Malaysia Securities Berhad on the same or convene general meetings from time to time to seek shareholders' approval as and when such recurrent related party transactions occur. Hence, the Proposed Renewal of Shareholders' Mandate would result in a saving of administrative time, costs and expenses for the Company. It would also enable the EFB Group to meet its corporate objectives and realise business opportunities, as and when they shall become available to the EFB Group, in a more timely and effective way.
8. Explanatory notes on Special Resolution: -
The Proposed Amendments to the Articles of Association are to be in line with Listing Requirements of Bursa Securities vide its letter on Significant Enhancements to the Listing Requirements for Main Board, Second Board And Mesdaq Market dated 14 December 2006.
06-Jun-2011