Notice Fifteenth Annual General Meeting
|Reference No CI-060420-0F9ED|
|EVERGREEN FIBREBOARD BERHAD|
|Subject||:||NOTICE OF FIFTEENTH ANNUAL GENERAL MEETING|
On behalf of the Board of Directors of Evergreen Fibreboard Berhad, we are pleased to transmit a copy of the notice of Fifteenth Annual General Meeting to be advertised in The Star on 21 April 2006 for your attention:
NOTICE IS HEREBY GIVEN THAT the Fifteenth Annual General Meeting of Evergreen Fibreboard Berhad will be held at Hyatt Regency Hotel, Ballroom 1, Lower Ground Floor, 80720 Johor Bahru, Johor, Malaysia on Monday, 15 May 2006 at 9.00 a.m. for the following purposes: -
|To receive the Audited Financial Statements for the financial year ended 31 December 2005 together with the Directors' and Auditors' Report thereon.||
|To approve the payment of Directors' Fees for the financial year ending 31 December 2006.||
|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: -|
|- Mohd Alkaf Bin Mohd Kahar - Article 101||
|- Mary Henerietta Lim Kim Neo - Article 101||
|To re-appoint Kuo Wen Chi pursuant to Section 129(6) of the Companies Act, 1965 as Director of the Company to hold office until the conclusion of the next Annual General Meeting.||
|To re-appoint Messrs Ernst & Young who retire as Auditors of the Company and authorise the Directors to fix their remuneration.||
|To consider and, if thought fit, to pass the following Ordinary Resolutions: -|
|ORDINARY RESOLUTION 1
AUTHORITY TO ALLOT SHARES - SECTION 132D
|"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 that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company."|
|ORDINARY RESOLUTION 2
PROPOSED SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS ("PROPOSED SHAREHOLDERS' MANDATE"); AND
PROPOSED SHAREHOLDERS' RATIFICATION FOR RECURRENT RELATED PARTY TRANSACTIONS
|"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 2.3 of the Company's Circular to Shareholders dated 21 April 2006 ("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 Shareholders' Mandate was passed, at which time it will lapse, unless by a resolution passed at the 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 all recurrent related party transactions entered into by the EFB Group with the related parties as detailed in Section 2.3 of the Circular from the listing date of the Company on 10 March 2005 up to the date of AGM be and are hereby ratified.
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 2.3 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 2.5 of the Circular."
|To consider and if thought fit, to pass the following Special Resolution: -|
|Proposed Amendments to the Articles of Association of the Company||
|(i) Article 129(1) - Dividends payable by cheque|
|"THAT the existing Article 129(1) shall be deleted in its entirety and replaced with the following new Article 129(1).
Existing Article 129(1)
Any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or warrant sent through the post to the last registered address of the Member or person entitled thereto. Every such cheque or warrant shall be made payable to the order to the person to whom it is sent or to such person as the holder or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may direct and payment of the cheque shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.
|AND THAT the new Article 129(1) shall read as follows: -
Any dividend, interest or other money payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder who is named on the register of members or to such person and to such address as the holder may in writing direct or by direct transfer or such other mode of electronic means (subject to the provision of the Act, the Central Depositories Act and the Rules, the Listing Requirements and/or regulatory authorities) to the bank account of the holders whose name appear in the Register or Record of Depositors respectively. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent, and the payment of any such cheque or warrant or by such electronic means shall operate as a good discharge to the Company in respect of the dividend represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that the endorsement thereon has been forged. The payment of any dividend by such electronic means shall constitute a good and full discharge to the Company of the dividend to which it relates regardless of any discrepancy given by the Member in the details of the bank account(s). Every such cheque or warrant shall be sent at the risk of the person entitled to the money thereby represented."
|(ii) Article 137 - Copies of financial statements|
|"THAT the existing Article 137 shall be deleted in its entirety and replaced with the following new Article 137.
Existing Article 137
A copy of every balance sheet and profit and loss account which is to be laid before the Company in general meeting (including every document required by law to be annexed thereto) together with a copy of the Auditors' Report relating thereto and of the Directors' Report shall not more than six (6) months after the close of the financial year and not less than twenty-one (21) days before the date of the meeting be sent to every Member of, and every holder of debenture of, the Company and to every other person who is entitled to receive notices from the Company under the provisions of the Act or of these Articles. Provided that this Article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware, but any Member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application to the office.
|AND THAT the new Article 137 shall read as follows: -
A copy of every audited financial statements which is to be laid before a General Meeting of the Company (including every document required by law to be annexed thereto) together with a copy of every report of the Auditors relating thereto and of the Directors' report, in printed form or in CD-ROM form or in such other form of electronic media, shall not less than twenty-one (21) days before the date of the meeting be sent to every Member of, and every holder of debentures of, the Company and to every other person who is entitled to receive notices from the Company under the provisions of the Act or of these Articles; provided that this Article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware of, but any Member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the office. In the event that these documents are sent in CD-ROM form or in such other form of electronic media and a Member requires a printed form of such documents, the Company shall send such documents to the Member within four (4) market days from the date of receipt of the Member's request."
|To transact any other business appropriate to an Annual General Meeting.|
BY ORDER OF THE BOARD
NURULUYUN BINTI ABDUL JABAR (f)
LEONG SIEW FOONG (f)
MAICSA NO. 7007572
Date: 21 April 2006
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 Incorporations 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 Special Business: -
- The Proposed Resolution No. 7 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 expire at the next Annual General Meeting of the Company.
- The Proposed Shareholders' Mandate under Proposed Resolution No. 8 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 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 rationale for the proposed amendments to the Company's Articles of Association: -
To allow the Company the flexibility to make payment of its dividend to its shareholders by direct credit into the shareholders' account or any other form of electronic transfer, which would reduce cost and increase efficiency of the Company.
To facilitate the issuance of financial statements in CD-ROM form or in such other form of electronic media, if deemed appropriate.