THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the course of action you should take, you should consult your stockbroker, solicitor,accountant, banker or other professional adviser immediately.
Bursa Malaysia Securities Berhad (“Bursa Securities”) has not perused the contents of this Circular prior to its issuance as it is an Exempt Circular pursuant to Practice Note 18 of the Main Market Listing Requirements of Bursa Securities.
Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
SYARIKAT TAKAFUL MALAYSIA BERHAD (Company No.: 131646-K)(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS
in relation to
PROPOSED CHANGE OF NAME OF THE COMPANY FROM “SYARIKAT TAKAFUL MALAYSIA BERHAD”
TO“SYARIKAT TAKAFUL MALAYSIA KELUARGA BERHAD”
AND
PROPOSED AMENDMENTS TO THE COMPANY’S CONSTITUTION
The Special Resolutions in respect of the above Proposals will be tabled at the Extraordinary General Meeting(“EGM”) to be held at Dewan Ahmad Mohamed Ibrahim, 5th Floor, Annexe Block, Menara Takaful Malaysia, No. 4, Jalan Sultan Sulaiman, 50000 Kuala Lumpur on Thursday, 24 May 2018 at 2:30 p.m. The Notice of the EGM together with the Form of Proxy are enclosed in this Circular.
In the event that you wish to appoint a proxy, please complete, sign and return the Form of Proxy and lodge at the Office of the Share Registrar of the Company, Symphony Share Registrars Sdn. Bhd. (378993-D), Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor no later than twenty-four (24) hours before the time stipulated for holding the EGM. The lodging of the Form of Proxy will not preclude you from attending and voting at the EGM should you subsequently wish to do so.
Last date and time for lodging the Form of Proxy : Wednesday, 23 May 2018 at 2:30 p.m.
This Circular is dated 2 May 2018
I
DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular:
“Act” : Companies Act 2016, as amended from time to time and any re- enactment thereof
“BHB” : BIMB Holdings Berhad (423858-X), a Major Shareholder of Takaful Malaysia
holding an equity interest of 59.64% in the Company as at 24 April 2018
“BIMB” : Bank Islam Malaysia Berhad (98127-X), a 100% owned subsidiary of BHB
“BIMB Group” : BIMB and its subsidiary companies
“BNM” : Bank Negara Malaysia
“Board” : Board of Directors of Takaful Malaysia
“Bursa Securities” : Bursa Malaysia Securities Berhad (635998-W)
“CCM”
: Companies Commission of Malaysia
“CMSA” : Capital Markets and Services Act 2007
“Constitution” : The Constitution of the Company
“Depository” : Bursa Malaysia Depository Sdn. Bhd.
“Director” : Has the meaning given in Section 2(1) of the CMSA and includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon,
i) a Director of the listed issuer, its subsidiary or holding company; or ii) a chief executive of the listed issuer, its subsidiary or holding company; and iii) in relation to a SPAC, a member of the SPAC’s management team.
“EGM” : Extraordinary General Meeting
“Listing Requirements” : Main Market Listing Requirements of Bursa Securities
“LTH”
: Lembaga Tabung Haji, a major shareholder of BHB
“Major Shareholder” : A person who has an interest or interests in one (1) or more voting shares in a corporation and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is
(a) 10% or more of the aggregate of the nominal amounts of all the voting shares in the corporation; or
(b) 5% or more of the aggregate of the nominal amounts of all the voting shares in the corporation where such person is the largest shareholder of the corporation
For the purpose of this definition, “interest in shares” has the meaning given in Section 8 of the Act
This includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a Major Shareholder of the Company as defined above, or any other company which is its subsidiary or holding company
I
I II
“Proposals” : Proposed Change of Name and Proposed Amendments
“Proposed Change of Name”
: Proposed Change of Name of the Company from “Syarikat Takaful Malaysia Berhad” to “Syarikat Takaful Malaysia Keluarga Berhad”
“Proposed Amendments”
: Proposed Amendments of the existing Constitution of the Company
“Special Resolution” : The special resolution for each of the Proposals and “Special Resolutions” shall be construed accordingly
“Takaful Malaysia” or “the Company”
: Syarikat Takaful Malaysia Berhad (131646-K)
“Takaful Malaysia Group” or “Group”
: Takaful Malaysia and its subsidiary companies
The remaining section of this page is intentionally left blank
II
III
CONTENTS LETTER TO SHAREHOLDERS OF TAKAFUL MALAYSIA CONTAINING:- PAGE 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSALS 2 3. RATIONALE OF THE PROPOSALS 2 4. EFFECT OF THE PROPOSALS 2 5. APPROVALS REQUIRED 3 6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO
THEM 3
7. DIRECTORS’ RECOMMENDATION 3 8. EGM 3 9. DIRECTORS’ RESPONSIBILITY STATEMENT 3 10. MATERIAL CONTRACT 3 11. MATERIAL LITIGATION 4 12. DOCUMENTS AVAILABLE FOR INSPECTION 4 APPENDICES APPENDIX I – PROPOSED AMENDMENTS TO THE EXISTING CONSTITUTION OF THE
COMPANY
APPENDIX II – THE CONSTITUTION OF THE COMPANY INCOROPORATING THE
PROPOSED AMENDMENTS
NOTICE OF THE EGM ENCLOSED FORM OF PROXY FOR THE EGM ENCLOSED
III
III 1
SYARIKAT TAKAFUL MALAYSIA BERHAD (Company No: 131646-K)(Incorporated in Malaysia)
Registered office:
Tingkat 26, Blok Annex Menara Takaful Malaysia No. 4, Jalan Sultan Sulaiman 50000 Kuala Lumpur
2 May 2018 Board of Directors:
Tan Sri Dato’Ahmad Fuzi Haji Abdul Razak (Independent Non-Executive Chairman) Datuk Rozaida Omar (Non-Independent Non-Executive Director) Mahadzir Azizan (Non-Independent Non-Executive Director) Dato’ Othman Abdullah (Senior Independent Non-Executive Director) Zakaria Ismail (Independent Non-Executive Director) Mohd Tarmidzi Ahmad Nordin (Non-Independent Non-Executive Director) Datin Sri Azlin Arshad (Independent Non-Executive Director)
To: The Shareholders of Syarikat Takaful Malaysia Berhad
Dear Sir / Madam,
PROPOSED CHANGE OF NAME OF THE COMPANY FROM “SYARIKAT TAKAFUL MALAYSIA BERHAD” TO “SYARIKAT TAKAFUL MALAYSIA KELUARGA BERHAD”; AND
PROPOSED AMENDMENTS TO THE COMPANY’S CONSTITUTION
1. INTRODUCTION
On 24 April 2018, the Company had announced to Bursa Securities that the Company proposes to seek theapproval from its shareholders at the forthcoming EGM of the Company for the following proposals:-
(i) Proposed Change of name of the Company from “Syarikat Takaful Malaysia Berhad” to “Syarikat Takaful Malaysia Keluarga Berhad” (“Proposed Change of Name”); and
(ii) Proposed Amendments to the Company’s Constitution (“Proposed Amendments”).
Collectively referred to as the Proposals.
The purpose of this Circular is to provide you with the information on the Proposals and to seek your approval for the Special Resolutions pertaining to the Proposals to be tabled at the forthcoming EGM. The Notice of EGM and the Form of Proxy are enclosed in this Circular.
SHAREHOLDERS ARE ADVISED TO READ AND CAREFULLY CONSIDER THE CONTENT OF THIS CIRCULAR BEFORE VOTING ON THE SPECIAL RESOLUTIONS PERTAINING TO THE PROPOSALS AT THE FORTHCOMING EGM.
1
2
2. DETAILS OF THE PROPOSALS
2.1 Proposed Change of Name
The Proposed Change of Name is pursuant to the proposed reorganisation of the Company involving theconversion of the composite licence to single licences for the Company’s family takaful business and generaltakaful business as required under Sections 16(1) and 286 of the Islamic Financial Services Act 2013(“IFSA”) (“Proposed Reorganisation”).
As announced to Bursa Securities on 10 August 2017, pursuant to Section 10(5) of the IFSA, the Minister ofFinance has made the following decisions in principle:(a) pursuant to Section 10(4) of the IFSA, the granting of:
a family takaful business licence to Takaful Malaysia under its new name, Syarikat Takaful MalaysiaKeluarga Berhad; and
a general takaful business licence to a new company (which will be a wholly-owned subsidiary ofSyarikat Takaful Malaysia Keluarga Berhad), Syarikat Takaful Malaysia Am Berhad,
subject to the operational and system readiness of the single licensees upon completion of the Scheme of Transfer where a new family takaful business licence certificate will be issued to Syarikat Takaful Malaysia Keluarga Berhad and a new general takaful business licence certificate will be issued to Syarikat Takaful Malaysia Am Berhad respectively, in exchange for the current composite takaful licence certificate.
Subsequent announcements were made to Bursa Securities on the progress of the Proposed Reorganisation on13 September 2017, 25 January 2018 and 20 March 2018.
2.2 Proposed Amendments
The Proposed Amendments are set out in Appendix I of this Circular whereas the Constitution of the Company incorporating the Proposed Amendments is set out in Appendix II of this Circular.
3. RATIONALE OF THE PROPOSALS
3.1 Proposed Change of Name
The Proposed Change of Name is to reflect that the Company will carry out the family takaful business andthe wholly-owned subsidiary, Syarikat Takaful Malaysia Am Berhad, will carry out the general takafulbusiness following the split of the Company’s composite family and general takaful business into two distinctbusinesses.
3.2 Proposed Amendments
The Proposed Amendments are to streamline the Constitution of the Company with the Act which came into force on 31 January 2017, the updated provisions of the Listing Requirements, BNM’s guidelines and other prevailing statutory and regulatory requirements as well as to render clarity and consistency throughout the Constitution.
4. EFFECT OF THE PROPOSALS
4.1 Proposed Change of Name
The Proposed Change of Name will not have any effect on the share capital of the Company and shall nothave any material effect on the earnings per share, net assets per share and gearing of the Company.
4.2 Proposed Amendments
The Proposed Amendments will not have any effect on the share capital, earnings per share, net assets pershare, gearing and substantial shareholders’ shareholdings of the Company.
2
2 3
5. APPROVALS REQUIRED 5.1 Proposed Change of Name
The Proposed Change of Name is subject to the following approvals:- (i) Bank Negara Malaysia/Minister of Finance, the approval of which has been obtained on 7 August 2017;
and (ii) Shareholders of the Company at the forthcoming EGM. The use of the proposed name of “Syarikat Takaful Malaysia Keluarga Berhad” was approved and reserved by the CCM on 12 April 2018 and the reservation of the name is valid for a period of thirty (30) days up to 11 May 2018 (“Validity Period”). Subsequently, the Validity Period was extended by the CCM to 11 June 2018 (which may be further extended by the CCM). The Proposed Change of Name, if approved by the Shareholders will take effect from the date of issuance of the Notice of Registration of New Name by the CCM to the Company.
5.2 Proposed Amendments
The Proposed Amendments are conditional upon the approval of the Shareholders of the Company at the forthcoming EGM.
6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO
THEM
None of the Directors and Major Shareholders and persons connected to them have any interest, direct or indirect in the Proposals.
7. DIRECTORS’ RECOMMENDATION
The Directors of the Company, having considered all aspects of the Proposed Change of Name and Proposed Amendments are of the opinion that the Proposals are in the best interest of the Company and its Shareholders, and hereby recommends that you vote in favour of the Special Resolutions pertaining to the Proposed Change of Name and Proposed Amendments to be tabled at the forthcoming EGM.
8. EGM
The EGM of the Company, the Notice of which is enclosed in this Circular, will be held at Dewan Ahmad Mohamed Ibrahim, 5th Floor, Annexe Block, Menara Takaful Malaysia, No. 4, Jalan Sultan Sulaiman, 50000 Kuala Lumpur on Thursday, 24 May 2018 at 2:30 p.m., for the purpose of considering and if thought fit, passing the Special Resolutions to give effect to the Proposed Change of Name and Proposed Amendments. If you are unable to attend and vote at the EGM in person, you are requested to complete, sign and return the Form of Proxy (as enclosed in this Circular) in accordance with the instructions contained therein so as to arrive at the Office of the Share Registrar of the Company, Symphony Share Registrars Sdn. Bhd. (378993-D), Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor not less than twenty-four (24) hours before the time and date of the EGM. The lodging of the Form of Proxy will not, however, preclude you from attending and voting at the EGM should you subsequently wish to do so.
9. DIRECTORS’ RESPONSIBILITY STATEMENT
This Circular has been seen and approved by the Board of the Company who collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm that after making all reasonable enquiries and to the best of their knowledge and belief, there are no facts, the omission of which would make any statement herein misleading.
10. MATERIAL CONTRACT
There are no material contracts, not being contracts entered into in the ordinary course of business, which have been entered into by the Company or its subsidiary companies within the past two (2) years preceding the date of this Circular.
3
4
11. MATERIAL LITIGATION
Neither the Company nor any of its subsidiaries is engaged in any material litigation, claims and/or arbitration and/or any other similar proceedings, either as plaintiff or defendant, and the Directors of the Company are not aware of any proceedings, arbitration or claims pending or threatened against the Company or any of its subsidiaries or of any facts likely to give rise to any proceeding which might materially and adversely affect the financial position or the business of the Company or any of its subsidiaries.
12. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents will be made available for inspection during normal business hours on
any working days (except public holidays) at the Registered Office of the Company at Tingkat 26, Blok Annex, Menara Takaful Malaysia, No. 4, Jalan Sultan Sulaiman, 50000 Kuala Lumpur from the date of this Circular up to and including the date of EGM:-
(i) the existing Constitution of the Company; (ii) Audited financial statements of the Company for the financial years ended 31 December 2016 and 31
December 2017;
(iii) Proposed Amendments to the existing Constitution of the Company attached as Appendix I of this Circular; and
(iv) The Constitution of the Company incorporating the Proposed Amendments attached as Appendix II of
this Circular.
Yours faithfully, For and on behalf of the Board of Directors of SYARIKAT TAKAFUL MALAYSIA BERHAD (Company No.: 131646-K) TAN SRI DATO’AHMAD FUZI HAJI ABDUL RAZAK Chairman
4
4 5
SY
AR
IKA
T T
AK
AFU
L M
ALA
YSI
A B
ER
HA
D
(CO
MPA
NY
NO
. : 1
3164
6-K
)
Prop
osed
Am
endm
ents
to th
e C
onst
itutio
n
I. M
emor
andu
m o
f Ass
ocia
tion
Old
No.
O
rigi
nal C
laus
e N
ew N
o.
Prop
osed
Am
endm
ent
Titl
e of
th
e M
emor
andu
m
of A
ssoc
iatio
n
TH
E C
OM
PAN
IES
AC
T, 1
965
PUB
LIC
CO
MPA
NY
LIM
ITED
BY
SH
AR
ES
M
EMO
RA
ND
UM
OF
ASS
OC
IATI
ON
OF
SYA
RIK
AT
TAK
AFU
L M
ALA
YSI
A B
ERH
AD
THE
CO
MPA
NIE
S A
CT,
196
5 20
16
PU
BLI
C C
OM
PAN
Y L
IMIT
ED B
Y S
HA
RES
MEM
OR
AN
DU
M O
F A
SSO
CIA
TIO
N
CO
NST
ITU
TIO
N
OF
SYA
RIK
AT
TAK
AFU
L M
ALA
YSI
A B
ERH
AD
PRE
LIM
INA
RY
1.
The
nam
e of
the
Com
pany
is ‘
SYA
RIK
AT
TAK
AFU
L M
ALA
YSI
A B
ERH
AD
’.
1.
N
o am
endm
ents
requ
ired.
2.
Th
e R
egis
tere
d O
ffic
e of
the
Com
pany
will
be
situ
ated
in
Mal
aysi
a.
2.
N
o am
endm
ents
requ
ired.
3.
A
ll bu
sine
sses
of
the
Com
pany
will
be
trans
acte
d in
ac
cord
ance
with
Isla
mic
prin
cipl
es, r
ules
and
pra
ctic
es.
3.
N
o am
endm
ents
requ
ired.
APP
END
IX I
6
2
Old
No.
Ori
gina
l Cla
use
New
No.
Prop
osed
Am
endm
ent
4.Th
e ob
ject
s for
whi
ch th
e Co
mpa
ny is
est
ablis
hed
are:
-
(1)
To
esta
blis
h an
d tra
nsac
t eve
ry k
ind
of ta
kafu
l, re
-taka
ful
and
rein
sura
nce
busi
ness
inc
ludi
ng f
amily
so
lidar
ity b
usin
ess
(Isla
mic
alte
rnat
ive
to li
fe in
sura
nce)
an
d ge
nera
l so
lidar
ity b
usin
ess
(Isl
amic
alte
rnat
ive
to
non-
life
insu
ranc
e) and
to d
o al
l suc
h ot
her t
hing
s as
are
in
cide
ntal
or
co
nduc
ive
to
the
atta
inm
ent
of
thos
e ob
ject
s.
(2)
To u
nder
take
and
exe
cute
trus
ts o
f all
kind
s an
d to
ac
t as
tru
stee
, ex
ecut
or,
adm
inis
trato
r, re
ceiv
er,
guar
dian
, co
mm
ittee
or
in o
ther
fid
ucia
ry p
ositi
on a
nd
gene
rally
to tr
ansa
ct a
ll ki
nds
of tr
ust a
nd o
ther
age
ncy
busi
ness
eith
er g
ratu
itous
ly o
r oth
erw
ise.
(3)
To e
nter
int
o pa
rtner
ship
or
arra
ngem
ent
for
shar
ing
prof
its,
unio
n of
int
eres
ts,
coop
erat
ion,
joi
nt
vent
ure,
rec
ipro
cal
conc
essi
on o
r ot
herw
ise
with
any
pe
rson
or
com
pany
car
ryin
g on
or
enga
ged
in,
any
busi
ness
an
d tra
nsac
tion
whi
ch
this
C
ompa
ny
is
auth
oriz
ed to
car
ry o
n or
eng
age
in, o
r an
y bu
sine
ss o
r tra
nsac
tion
capa
ble
of b
eing
con
duct
ed s
o as
dire
ctly
to
bene
fit th
is C
ompa
ny.
(4)
To a
cqui
re a
nd u
nder
take
the
who
le o
r an
y pa
rt of
the
busi
ness
, pro
perty
and
liab
ilitie
s of
any
per
son
or
com
pany
car
ryin
g on
any
bus
ines
s w
hich
this
Com
pany
is
aut
horis
ed t
o ca
rry
on,
or p
osse
ssed
of
prop
erty
su
itabl
e fo
rthe
pur
pose
of t
he C
ompa
ny.
4.Th
e ob
ject
s for
whi
ch th
e Co
mpa
ny is
est
ablis
hed
are:
-
(1)
To e
stab
lish
and
trans
act e
very
kin
d of
taka
fula
ndre
-taka
ful
and
rein
sura
nce
busi
ness
esin
clud
ing
fam
ilyso
lidar
ityta
kafu
l/re-
taka
fulb
usin
ess
(Isla
mic
alte
rnat
ive
to
life
insu
ranc
e)
and
gene
ral
solid
arity
taka
ful/r
e-ta
kafu
lbu
sine
ss (
Isla
mic
alte
rnat
ive
to n
on-li
fe in
sura
nce)
and
to d
o al
l su
ch o
ther
thi
ngs
as a
re i
ncid
enta
l or
con
duci
ve t
o th
e at
tain
men
t of t
hose
obj
ects
.
(2)
To u
nder
take
and
exe
cute
tru
sts
of a
ll ki
nds
and
to
act
as t
rust
ee,
exec
utor
, ad
min
istra
tor,
rece
iver
, gu
ardi
an,
com
mitt
ee o
r in
oth
er f
iduc
iary
pos
ition
and
gen
eral
ly t
o tra
nsac
t al
l ki
nds
of t
rust
and
oth
er a
genc
y bu
sine
ss e
ither
gr
atui
tous
ly o
r oth
erw
ise.
(3)
To e
nter
into
par
tner
ship
or
arra
ngem
ent f
or s
harin
g pr
ofits
, un
ion
of
inte
rest
s, co
oper
atio
n,
join
t ve
ntur
e,
reci
proc
al
conc
essi
on
or
othe
rwis
e w
ith
any
pers
on
or
com
pany
ca
rryi
ng
on
or
enga
ged
in,
any
busi
ness
an
d tra
nsac
tion
whi
ch th
is C
ompa
ny is
aut
horiz
ed to
car
ry o
n or
en
gage
in,
or
any
busi
ness
or
trans
actio
n ca
pabl
e of
bei
ng
cond
ucte
d so
as d
irect
ly to
ben
efit
this
Com
pany
.
(4)
To a
cqui
re a
nd u
nder
take
the
who
le o
r any
par
t of t
he
busi
ness
, pro
perty
and
lia
bilit
ies
of a
ny p
erso
n or
com
pany
ca
rryi
ng o
n an
y bu
sine
ss w
hich
this
Com
pany
is
auth
oris
ed
to c
arry
on,
or p
osse
ssed
of p
rope
rty s
uita
ble
fort
he p
urpo
se
of th
e C
ompa
ny.
6 7
3
Old
No.
O
rigi
nal C
laus
e N
ew N
o.
Prop
osed
Am
endm
ent
(5)
To ta
ke o
r ot
herw
ise
acqu
ire, h
old
and
disp
ose
of s
hare
s or
sto
ck in
any
oth
er c
ompa
ny h
avin
g ob
ject
s al
toge
ther
or i
n pa
rt si
mila
r to
thos
e of
this
Com
pany
or
carr
ying
on
any
busi
ness
cap
able
of
bein
g co
nduc
ted
so
as d
irect
ly o
r ind
irect
ly to
ben
efit
this
Com
pany
. (6
) To
pur
chas
e, ta
ke o
n le
ase
or in
exc
hang
e, h
ire
or o
ther
wis
e ac
quire
, an
y im
mov
able
or
mov
able
, re
al
and
pers
onal
pro
perty
and
any
righ
ts o
r priv
ilege
s w
hich
th
e C
ompa
ny m
ay th
ink
nece
ssar
y or
con
veni
ent f
or th
e pu
rpos
es o
f its
bus
ines
s or
whi
ch m
ay e
nhan
ce th
e va
lue
of a
ny o
ther
pro
perty
of t
he C
ompa
ny.
(7)
To
sell,
im
prov
e,
deve
lop,
ex
chan
ge
leas
e,
mor
tgag
e,
char
ge,
disp
ose
of,
turn
to
ac
coun
t, or
ot
herw
ise
deal
with
, all
or a
ny p
art o
f th
e pr
oper
ty a
nd
right
s of t
he C
ompa
ny.
(8)
To d
o al
l kin
ds o
f gua
rant
ee b
usin
ess
whi
ch th
is C
ompa
ny is
aut
horis
ed to
car
ry o
n.
(9)
To e
stab
lish
or p
rom
ote,
any
lim
ited
com
pany
or
com
pani
es fo
r the
pur
pose
of a
cqui
ring
all o
r any
of t
he
prop
erty
, rig
hts
and
liabi
litie
s at
thi
s C
ompa
ny,
or f
or
any
othe
r w
hich
m
ay
seem
di
rect
ly
or
indi
rect
ly
calc
ulat
ed to
ben
efit
this
Com
pany
. (1
0)
To in
vest
dea
l with
the
mon
eys
of th
e C
ompa
ny
not
imm
edia
tely
req
uire
d in
suc
h m
anne
r as
may
fro
m
time
to
time
be
dete
rmin
ed
and
in
parti
cula
r in
pu
rcha
sing
, ot
herw
ise
acqu
iring
and
hol
ding
sha
res
in
(5)
To t
ake
or o
ther
wis
e ac
quire
, ho
ld a
nd d
ispo
se o
f sh
ares
or
st
ock
in
any
othe
r co
mpa
ny
havi
ng
obje
cts
alto
geth
er o
r in
par
t si
mila
r to
tho
se o
f th
is C
ompa
ny o
r ca
rryi
ng o
n an
y bu
sine
ss c
apab
le o
f be
ing
cond
ucte
d so
as
dire
ctly
or i
ndire
ctly
to b
enef
it th
is C
ompa
ny.
(6)
To p
urch
ase,
tak
e on
lea
se o
r in
exc
hang
e, h
ire o
r ot
herw
ise
acqu
ire,
any
imm
ovab
le o
r m
ovab
le,
real
and
pe
rson
al p
rope
rty a
nd a
ny r
ight
s or
priv
ilege
s w
hich
the
C
ompa
ny m
ay th
ink
nece
ssar
y or
con
veni
ent f
or th
e pu
rpos
es
of it
s bu
sine
ss o
r w
hich
may
enh
ance
the
valu
e of
any
oth
er
prop
erty
of t
he C
ompa
ny.
(7)
To s
ell,
impr
ove,
dev
elop
, exc
hang
e le
ase,
mor
tgag
e,
char
ge, d
ispo
se o
f, tu
rn to
acc
ount
, or o
ther
wis
e de
al w
ith, a
ll or
any
par
t of t
he p
rope
rty a
nd ri
ghts
of t
he C
ompa
ny.
(8)
To d
o al
l ki
nds
of g
uara
ntee
bus
ines
s w
hich
thi
s C
ompa
ny is
aut
horis
ed to
car
ry o
n.
(9)
To e
stab
lish
or p
rom
ote,
any
lim
ited
com
pany
or
com
pani
es f
or t
he p
urpo
se o
f ac
quiri
ng a
ll or
any
of
the
prop
erty
, rig
hts
and
liabi
litie
s at
thi
s C
ompa
ny,
or f
or a
ny
othe
r w
hich
may
see
m d
irect
ly o
r in
dire
ctly
cal
cula
ted
to
bene
fit th
is C
ompa
ny.
(10)
To
inve
st d
eal w
ith th
e m
oney
s of
the
Com
pany
not
im
med
iate
ly r
equi
red
in s
uch
man
ner
as m
ay f
rom
tim
e to
tim
e be
det
erm
ined
and
in p
artic
ular
in p
urch
asin
g, o
ther
wis
e ac
quiri
ng a
nd h
oldi
ng s
hare
s in
any
Com
pany
, cor
pora
tion,
8
4
Old
No.
O
rigi
nal C
laus
e N
ew N
o.
Prop
osed
Am
endm
ent
any
Com
pany
, cor
pora
tion,
ass
ocia
tion
or so
ciet
y.
(11)
To
lend
or
adva
nce
mon
ey to
any
per
son,
firm
, co
mpa
ny o
r cor
pora
tion
and
on s
uch
term
s as
may
see
m
expe
dien
t. (1
2)
To e
nter
into
con
tract
s for
the
purc
hase
, sal
e an
d ad
min
istra
tion
of r
eal
and
pers
onal
est
ate
or p
rope
rty
and
to a
rran
ge f
inan
cing
with
or
with
out
secu
rity
in
conn
ectio
n th
erew
ith.
(13)
To
am
alga
mat
e w
ith a
ny o
ther
com
pany
hav
ing
obje
cts
alto
geth
er o
r in
par
ts s
imila
r to
the
se o
f th
is
Com
pany
. (1
4)
To c
onst
ruct
, m
aint
ain,
and
alte
r an
y bu
ildin
g ne
cess
ary
or
conv
enie
nt
for
the
purp
oses
of
th
e C
ompa
ny.
(15)
To
bor
row
, ra
ise
or t
ake
up m
oney
in
such
m
anne
r as
the
Com
pany
sha
ll th
ink
fit, a
nd to
sec
ure
the
paym
ent
of a
ny m
oney
bor
row
ed,
rais
ed o
r ow
ing
by
mor
tgag
e, c
harg
e or
lien
upo
n al
l or a
ny o
f the
pro
perty
or
ass
ets
of t
he C
ompa
ny (
both
pre
sent
and
fut
ure)
in
clud
ing
its u
ncal
led
capi
tal,
and
also
by
a si
mila
r m
ortg
age,
cha
rge:
or
lien
to s
ecur
e an
d gu
aran
tee
the
perf
orm
ance
by
the
Com
pany
or,
any
othe
r pe
rson
or
com
pany
of
any
oblig
atio
n un
derta
ken
by th
e C
ompa
ny
or a
ny o
ther
per
son
or c
ompa
ny a
s the
cas
e m
ay b
e.
asso
ciat
ion
or so
ciet
y.
(11)
To
len
d or
adv
ance
mon
ey t
o an
y pe
rson
, fir
m,
com
pany
or
corp
orat
ion
and
on s
uch
term
s as
may
see
m
expe
dien
t. (1
2)
To e
nter
int
o co
ntra
cts
for
the
purc
hase
, sa
le a
nd
adm
inis
tratio
n of
rea
l and
per
sona
l est
ate
or p
rope
rty a
nd to
ar
rang
e fin
anci
ng w
ith o
r w
ithou
t se
curit
y in
con
nect
ion
ther
ewith
. (1
3)
To a
mal
gam
ate
with
any
oth
er c
ompa
ny h
avin
g ob
ject
s al
toge
ther
or
in
pa
rts
sim
ilar
to
thes
e of
th
is C
ompa
ny.
(14)
To
co
nstru
ct,
mai
ntai
n,
and
alte
r an
y bu
ildin
g ne
cess
ary
or c
onve
nien
t for
the
purp
oses
of t
he C
ompa
ny.
(15)
To
bor
row
, rai
se o
r tak
e up
mon
ey in
suc
h m
anne
r as
the
Com
pany
shal
l thi
nk fi
t, an
d to
secu
re th
e pa
ymen
t of a
ny
mon
ey b
orro
wed
, ra
ised
or
owin
g by
mor
tgag
e, c
harg
e or
lie
n up
on a
ll or
any
of t
he p
rope
rty o
r ass
ets
of th
e C
ompa
ny
(bot
h pr
esen
t an
d fu
ture
) in
clud
ing
its u
ncal
led
capi
tal,
and
also
by
a si
mila
r m
ortg
age,
cha
rge:
or
lien
to s
ecur
e an
d gu
aran
tee
the
perf
orm
ance
by
the
Com
pany
or,
any
othe
r pe
rson
or
com
pany
of
any
oblig
atio
n un
derta
ken
by t
he
Com
pany
or
any
othe
r pe
rson
or
com
pany
as
the
case
may
be
.
8 9
5
Old
No.
O
rigi
nal C
laus
e N
ew N
o.
Prop
osed
Am
endm
ent
(16)
To
en
ter
into
an
y ar
rang
emen
ts
with
an
y go
vern
men
ts o
r aut
horit
ies,
supr
eme,
mun
icip
al, l
ocal
or
othe
rwis
e, o
r an
y pe
rson
or
com
pany
tha
t m
ay s
eem
co
nduc
ive
to th
e ob
ject
s of t
he C
ompa
ny o
r any
of t
hem
, an
d to
obt
ain
from
any
suc
h go
vern
men
ts a
t au
thor
ity,
pers
on
or
com
pany
an
y rig
hts
priv
ilege
s, ch
arte
rs,
cont
ract
s, lic
ence
s an
d co
nces
sion
s w
hich
the
Com
pany
m
ay th
ink
it de
sira
ble
to o
btai
n an
d to
car
ry o
ut, e
xerc
ise
and
com
ply
ther
ewith
. (1
7)
To d
raw
, m
ake,
acc
ept,
endo
rse,
exe
cute
, an
d is
sue
prom
isso
ry n
otes
, bill
s of e
xcha
nge,
bill
s of l
adin
g,
war
rant
s, an
d an
y ot
her
nego
tiabl
e or
tra
nsfe
rabl
e in
stru
men
ts.
(18)
To
app
ly fo
r, pr
omot
e an
d ob
tain
the
pass
ing
of
any
prov
isio
nal
orde
r, A
ct o
r Pa
rliam
ent
Ord
inan
ce o
r En
actm
ent,
char
ter,
priv
ilege
s, co
nces
sion
, lic
ence
or
auth
oris
atio
n of
any
gov
ernm
ent,
stat
e or
mun
icip
ality
or
othe
r au
thor
ity f
or e
nabl
ing
the
Com
pany
to
carr
y on
an
y of
its
obje
cts
into
eff
ect o
r for
ext
endi
ng a
ny o
f the
po
wer
s of
th
e C
ompa
ny
or
for
effe
ctin
g an
y m
odifi
catio
n of
the
cons
titut
ion
of th
e C
ompa
ny o
r fo
r an
y ot
her
purp
ose
whi
ch m
ay s
eem
exp
edie
nt,
and
to
oppo
se a
ny p
roce
edin
gs o
r app
licat
ions
whi
ch m
ay se
em
expe
dien
t dire
ctly
or i
ndire
ctly
to p
reju
dice
the
inte
rest
s of
the
Com
pany
. (1
9)
To a
pply
or
disp
ose
of t
he b
usin
ess,
prop
erty
an
d un
derta
king
of t
he C
ompa
ny o
r any
par
t the
reof
, for
su
ch c
onsi
dera
tion
as th
e Co
mpa
ny m
ay th
ink
fit, a
nd in
(16)
To
en
ter
into
an
y ar
rang
emen
ts
with
an
y go
vern
men
ts o
r au
thor
ities
, su
prem
e, m
unic
ipal
, lo
cal
or
othe
rwis
e,
or
any
pers
on
or
com
pany
th
at
may
se
em
cond
uciv
e to
the
obje
cts
of th
e C
ompa
ny o
r any
of t
hem
, and
to
obt
ain
from
any
suc
h go
vern
men
ts a
t aut
horit
y, p
erso
n or
co
mpa
ny a
ny r
ight
s pr
ivile
ges,
char
ters
, co
ntra
cts,
licen
ces
and
conc
essi
ons w
hich
the
Com
pany
may
thin
k it
desi
rabl
e to
ob
tain
and
to c
arry
out
, exe
rcis
e an
d co
mpl
y th
erew
ith.
(17)
To
dra
w, m
ake,
acc
ept,
endo
rse,
exe
cute
, and
iss
ue
prom
isso
ry n
otes
, bill
s of
exc
hang
e, b
ills
of la
ding
, war
rant
s, an
d an
y ot
her n
egot
iabl
e or
tran
sfer
able
inst
rum
ents
. (1
8)
To a
pply
for
, pro
mot
e an
d ob
tain
the
pass
ing
of a
ny
prov
isio
nal o
rder
, Act
or P
arlia
men
t Ord
inan
ce o
r Ena
ctm
ent,
char
ter,
priv
ilege
s, co
nces
sion
, lic
ence
or a
utho
risat
ion
of a
ny
gove
rnm
ent,
stat
e or
mun
icip
ality
or
othe
r au
thor
ity f
or
enab
ling
the
Com
pany
to
carr
y on
any
of
its o
bjec
ts i
nto
effe
ct o
r for
ext
endi
ng a
ny o
f the
pow
ers
of th
e C
ompa
ny o
r fo
r ef
fect
ing
any
mod
ifica
tion
of t
he c
onst
itutio
n of
the
C
ompa
ny
or
for
any
othe
r pu
rpos
e w
hich
m
ay
seem
ex
pedi
ent,
and
to o
ppos
e an
y pr
ocee
ding
s or
app
licat
ions
w
hich
may
see
m e
xped
ient
dire
ctly
or i
ndire
ctly
to p
reju
dice
th
e in
tere
sts o
f the
Com
pany
. (1
9)
To a
pply
or
disp
ose
of t
he b
usin
ess,
prop
erty
and
un
derta
king
of
the
Com
pany
or
any
part
ther
eof,
for
such
co
nsid
erat
ion
as th
e C
ompa
ny m
ay th
ink
fit, a
nd in
par
ticul
ar
10
6
Old
No.
O
rigi
nal C
laus
e N
ew N
o.
Prop
osed
Am
endm
ent
parti
cula
r fo
r sh
ares
, st
ocks
or
secu
ritie
s of
any
oth
er
com
pany
hav
ing
obje
cts
alto
geth
er o
r in
par
t sim
ilar
to
thos
e of
this
Com
pany
. (2
0)
To t
ake
or c
oncu
r in
tak
ing
all
such
ste
ps a
nd
proc
eedi
ngs
may
see
m b
est
calc
ulat
ed t
o up
hold
and
su
ppor
t th
e cr
edit
of t
he C
ompa
ny,
and
to o
btai
n an
d ju
stify
pub
lic c
onfid
ence
, an
d to
obt
ain
or m
inim
ize
finan
cial
dis
turb
ance
s whi
ch m
ight
aff
ect t
he C
ompa
ny.
(21)
To
do
all o
r any
of t
he a
bove
thin
gs in
any
par
t of
the
wor
ld a
nd a
s pr
inci
ples
, ag
ents
, co
ntra
ctor
s, or
ot
herw
ise
and
by o
r th
roug
h ag
ents
, or
oth
erw
ise,
and
ei
ther
alo
ne o
r in
con
junc
tion
with
oth
er a
nd to
pro
cure
th
e co
mpa
ny to
be
regi
ster
ed a
nd re
cogn
ised
in a
ny p
art
of th
e w
orld
. (2
2)
To
esta
blis
h an
d m
aint
ain
or
proc
ure
the
esta
blis
hmen
t an
d m
aint
enan
ce o
f an
y co
ntrib
utor
y or
no
n-co
ntrib
utor
y pe
nsio
n or
sup
eran
nuat
ion
fund
s fo
r th
e be
nefit
of
an
d gi
ve
or
proc
ure
the
givi
ng
of
dona
tions
, gr
atui
ties,
pens
ions
, al
low
ance
s of
em
oulu
men
ts to
any
per
sons
who
are
or w
ere
at a
ny ti
me
in th
e em
ploy
men
t of s
ervi
ce o
f the
Com
pany
, or o
f any
co
mpa
ny w
hich
is
a su
bsid
iary
of
the
Com
pany
or
is
allie
d to
or
asso
ciat
ed w
ith t
he C
ompa
ny o
r w
ith a
ny
such
sub
sidi
ary
of th
e co
mpa
ny, o
r w
ho a
re o
r w
ere
at
any
time
dire
ctor
or
offic
ers
of th
e C
ompa
ny o
r of
any
su
ch
othe
r co
mpa
ny
as
afor
esai
d,
and
thei
r w
ives
, w
idow
s an
d fa
mili
es, a
nd to
sub
sidi
se a
nd to
sub
scrib
e to
an
y in
stitu
tions
, as
soci
atio
ns,
club
s or
fu
nds
for
shar
es, s
tock
s or
sec
uriti
es o
f an
y ot
her
com
pany
hav
ing
obje
cts a
ltoge
ther
or i
n pa
rt si
mila
r to
thos
e of
this
Com
pany
. (2
0)
To t
ake
or c
oncu
r in
tak
ing
all
such
ste
ps a
nd
proc
eedi
ngs
may
see
m b
est c
alcu
late
d to
uph
old
and
supp
ort
the
cred
it of
the
Com
pany
, and
to
obta
in a
nd j
ustif
y pu
blic
co
nfid
ence
, and
to o
btai
n or
min
imiz
e fin
anci
al d
istu
rban
ces
whi
ch m
ight
aff
ect t
he C
ompa
ny.
(21)
To
do
all o
r any
of t
he a
bove
thin
gs in
any
par
t of t
he
wor
ld a
nd a
s pr
inci
ples
, age
nts,
cont
ract
ors,
or o
ther
wis
e an
d by
or
thro
ugh
agen
ts,
or o
ther
wis
e, a
nd e
ither
alo
ne o
r in
co
njun
ctio
n w
ith o
ther
and
to
proc
ure
the
com
pany
to
be
regi
ster
ed a
nd re
cogn
ised
in a
ny p
art o
f the
wor
ld.
(22)
To
es
tabl
ish
and
mai
ntai
n or
pr
ocur
e th
e es
tabl
ishm
ent
and
mai
nten
ance
of
any
cont
ribut
ory
or n
on-
cont
ribut
ory
pens
ion
or s
uper
annu
atio
n fu
nds
for
the
bene
fit
of a
nd g
ive
or p
rocu
re t
he g
ivin
g of
don
atio
ns,
grat
uitie
s, pe
nsio
ns, a
llow
ance
s of e
mou
lum
ents
to a
ny p
erso
ns w
ho a
re
or w
ere
at a
ny t
ime
in t
he e
mpl
oym
ent
of s
ervi
ce o
f th
e C
ompa
ny,
or o
f an
y co
mpa
ny w
hich
is
a su
bsid
iary
of
the
Com
pany
or
is a
llied
to o
r as
soci
ated
with
the
Com
pany
or
with
any
suc
h su
bsid
iary
of t
he c
ompa
ny, o
r who
are
or w
ere
at a
ny t
ime
dire
ctor
or
offic
ers
of t
he C
ompa
ny o
r of
any
su
ch o
ther
com
pany
as
afor
esai
d, a
nd t
heir
wiv
es,
wid
ows
and
fam
ilies
, an
d to
sub
sidi
se a
nd t
o su
bscr
ibe
to a
ny
inst
itutio
ns, a
ssoc
iatio
ns, c
lubs
or
fund
s ca
lcul
ated
to b
e fo
r th
e be
nefit
of
or t
o ad
vanc
e th
e in
tere
sts
and
wel
l-bei
ng o
f
10 11
7
Old
No.
O
rigi
nal C
laus
e N
ew N
o.
Prop
osed
Am
endm
ent
calc
ulat
ed t
o be
for
the
ben
efit
of o
r to
adv
ance
the
in
tere
sts
and
wel
l-bei
ng o
f the
Com
pany
or
of a
ny s
uch
othe
r co
mpa
ny
as
afor
esai
d,
eith
er
alon
e or
in
co
njun
ctio
n w
ith a
ny o
ther
such
com
pany
as a
fore
said
. (2
3)
To a
dopt
suc
h m
eans
of
mak
ing
know
n as
ad
verti
sing
the
busi
ness
and
ser
vice
s of
the
Com
pany
as
may
seem
exp
edie
nt.
(24)
To
mak
e do
natio
ns f
or r
elig
ious
, pa
triot
ic o
r ch
arita
ble
purp
oses
. (2
5)
To
trans
act
any
law
ful
busi
ness
in
ai
d of
M
alay
sia
in th
e pr
osec
utio
n or
any
war
or
host
ilitie
s in
w
hich
Mal
aysi
a is
eng
aged
. (2
6)
To
dist
ribut
e an
y of
th
e pr
oper
ty
of
the
Com
pany
am
ong
the
mem
bers
in sp
ecie
or o
ther
wis
e.
(27)
To
do
all s
uch
othe
r th
ings
as
are
inci
dent
al o
r co
nduc
ive
to th
e at
tain
men
t of
the
abov
e ob
ject
s or
any
of
them
. A
ND
IT
IS
H
EREB
Y
DEC
LAR
ED
that
th
e w
ord
“Com
pany
” in
thi
s C
laus
e sh
all
be d
eem
ed t
o in
clud
e an
y pa
rtner
ship
or
ot
her
body
of
pe
rson
s w
heth
er
inco
rpor
ated
or
not i
ncor
pora
ted
and
whe
ther
dom
icile
d in
Mal
aysi
a or
oth
erw
ise
and
the
obje
cts
spec
ified
in
each
of t
he p
arag
raph
s of t
his c
laus
e sh
all b
e re
gard
ed a
s in
depe
nden
t obj
ects
and
acc
ordi
ngly
sha
ll in
no
way
be
limite
d or
res
trict
ed (
exce
pt w
here
exp
ress
ed i
n su
ch
the
Com
pany
or
of a
ny s
uch
othe
r co
mpa
ny a
s af
ores
aid,
ei
ther
alo
ne o
r in
con
junc
tion
with
any
oth
er s
uch
com
pany
as
afo
resa
id.
(23)
To
ad
opt
such
m
eans
of
m
akin
g kn
own
as
adve
rtisi
ng th
e bu
sine
ss a
nd s
ervi
ces
of th
e C
ompa
ny a
s m
ay
seem
exp
edie
nt.
(24)
To
m
ake
dona
tions
fo
r re
ligio
us,
patri
otic
or
ch
arita
ble
purp
oses
. (2
5)
To tr
ansa
ct a
ny la
wfu
l bus
ines
s in
aid
of M
alay
sia
in
the
pros
ecut
ion
or a
ny w
ar o
r hos
tiliti
es in
whi
ch M
alay
sia
is en
gage
d.
(26)
To
dis
tribu
te a
ny o
f th
e pr
oper
ty o
f th
e C
ompa
ny
amon
g th
e m
embe
rs in
spec
ie o
r oth
erw
ise.
(2
7)
To d
o al
l su
ch o
ther
thi
ngs
as a
re i
ncid
enta
l or
co
nduc
ive
to t
he a
ttain
men
t of
the
abo
ve o
bjec
ts o
r an
y of
th
em.
AN
D
IT
IS
HER
EBY
D
ECLA
RED
th
at
the
wor
d “C
ompa
ny”
in t
his
Clau
se R
ule
shal
l be
deem
ed t
o in
clud
e an
y pa
rtner
ship
or
ot
her
body
of
pe
rson
s w
heth
er
inco
rpor
ated
or
not
inco
rpor
ated
and
whe
ther
dom
icile
d in
M
alay
sia
or o
ther
wis
e an
d th
e ob
ject
s spe
cifie
d in
eac
h of
the
para
grap
hs
of
this
Cl
ause
R
ule
shal
l be
re
gard
ed
as
inde
pend
ent
obje
cts
and
acco
rdin
gly
shal
l in
no
way
be
limite
d or
re
stric
ted
(exc
ept
whe
re
expr
esse
d in
su
ch
12
8
Old
No.
O
rigi
nal C
laus
e N
ew N
o.
Prop
osed
Am
endm
ent
para
grap
hs)
by r
efer
ence
to o
r in
fere
nce
from
the
term
s of
any
oth
er p
arag
raph
s, bu
t may
be
carr
ied
out i
n as
full
and
ampl
e a
man
ner a
nd c
onst
rued
in a
s wid
e a
sens
e as
, if
each
of
the
said
par
agra
phs
defin
ed t
he o
bjec
ts o
f a
sepa
rate
and
dis
tinct
com
pany
. PR
OV
IDED
ALW
AY
S th
at n
othi
ng i
n th
is M
emor
andu
m c
onta
ined
sha
ll al
so
empo
wer
the
Com
pany
to
carr
y on
any
bus
ines
s or
do
anyt
hing
inv
olvi
ng a
ny e
lem
ent
whi
ch i
s no
t ap
prov
ed
by th
e R
elig
ion
of Is
lam
.
para
grap
hs)
by r
efer
ence
to
or i
nfer
ence
fro
m t
he t
erm
s of
an
y ot
her
para
grap
hs, b
ut m
ay b
e ca
rrie
d ou
t in
as
full
and
ampl
e a
man
ner a
nd c
onst
rued
in a
s w
ide
a se
nse
as, i
f eac
h of
the
said
par
agra
phs
defin
ed th
e ob
ject
s of
a s
epar
ate
and
dist
inct
com
pany
. PR
OV
IDED
ALW
AY
S th
at n
othi
ng in
this
Mem
oran
dum
Con
stitu
tion
cont
aine
d sh
all
also
em
pow
er
the
Com
pany
to
carr
y on
any
bus
ines
s or
do
anyt
hing
in
volv
ing
any
elem
ent w
hich
is n
ot a
ppro
ved
by th
e R
elig
ion
of Is
lam
.
5.
Th
e lia
bilit
y of
the
mem
bers
is li
mite
d.
5.
Th
e lia
bilit
y of
the
mem
bers
is li
mite
d.
(a) T
he C
ompa
ny is
a b
ody
corp
orat
e an
d sh
all –
(i) h
ave
a le
gal p
erso
nalit
y se
para
te f
rom
tha
t of
its
Mem
bers
; and
(ii
) co
ntin
ue in
exi
sten
ce u
ntil
it is
rem
oved
fro
m t
he
regi
ster
mai
ntai
ned
by th
e re
gist
rar
of c
ompa
nies
in
Mal
aysia
.
(b) T
he C
ompa
ny is
a p
ublic
com
pany
lim
ited
by s
hare
s. A
ccor
ding
ly th
e lia
bilit
y of
eac
h M
embe
r is
limite
d to
–
(i) t
he
amou
nt
whi
ch
rem
ains
un
paid
on
th
at
Mem
ber’
s sha
res;
(ii
) an
y lia
bilit
y ex
pres
sly
prov
ided
fo
r in
th
is C
onst
itutio
n; a
nd
(iii)
any
liabi
lity
as p
rovi
ded
for
unde
r th
e A
ct.
6.
The
shar
e ca
pita
l of t
he C
ompa
ny is
RM
500,
000,
000-
00
divi
ded
into
2,5
00,0
00,0
00 o
rdin
ary
shar
es o
f R
M0.
20
each
. Th
e C
ompa
ny s
hall
have
pow
er t
o in
crea
se o
r re
duce
the
capi
tal,
to c
onso
lidat
e or
subd
ivid
e th
e sh
ares
6.
The
shar
e ca
pita
l of
the
Com
pany
is
RM
500,
000,
000-
00
divi
ded
into
2,5
00,0
00,0
00 o
rdin
ary
shar
es o
f RM
0.20
eac
h.
its is
sued
sha
re c
apita
l. Th
e C
ompa
ny s
hall
have
pow
er to
in
crea
se o
r red
uce
the
capi
tal,
to c
onso
lidat
e or
sub
divi
de th
e
12 13
9
Old
No.
O
rigi
nal C
laus
e N
ew N
o.
Prop
osed
Am
endm
ent
into
sha
res
of l
arge
r or
sm
alle
r am
ount
s an
d to
atta
ch
ther
eto
resp
ectiv
ely,
con
ditio
ns a
s m
ay b
e de
term
ined
by
or
in a
ccor
danc
e w
ith t
he r
egul
atio
ns f
or t
he t
ime
bein
g of
the
Com
pany
and
to
issu
e an
y pa
rt of
its
capi
tal,
orig
inal
or
in
crea
sed,
w
ith
or
with
out
any
pref
eren
ce, p
riorit
y or
spe
cial
priv
ilege
or s
ubje
ct to
any
po
stpo
nem
ent
of
right
s or
to
an
y co
nditi
ons
or
rest
rictio
ns a
nd to
var
y or
abr
ogat
e th
e rig
hts a
ttach
ed to
an
y cl
ass
of s
hare
s in
the
Com
pany
; and
so
that
unl
ess
the
cond
ition
s of i
ssue
shal
l oth
erw
ise
expr
essl
y de
clar
e,
ever
y is
sue
of s
hare
s w
heth
er d
ecla
red
to b
e pr
efer
ence
or
oth
erw
ise
shal
l be
subj
ect t
o th
e po
wer
s he
rein
befo
re
cont
aine
d.
shar
es in
to s
hare
s of
larg
er o
r sm
alle
r am
ount
s an
d to
atta
ch
ther
eto
resp
ectiv
ely,
con
ditio
ns a
s m
ay b
e de
term
ined
by
or
in a
ccor
danc
e w
ith th
e re
gula
tions
for
the
time
bein
g of
the
Com
pany
and
to
issu
e an
y pa
rt of
its
cap
ital,
orig
inal
or
incr
ease
d, w
ith o
r with
out a
ny p
refe
renc
e, p
riorit
y or
spe
cial
pr
ivile
ge o
r su
bjec
t to
any
post
pone
men
t of
right
s or
to a
ny
cond
ition
s or
res
trict
ions
and
to
vary
or
abro
gate
the
rig
hts
atta
ched
to a
ny c
lass
of
shar
es in
the
Com
pany
; and
so
that
un
less
the
con
ditio
ns o
f is
sue
shal
l ot
herw
ise
expr
essl
y de
clar
e,
ever
y is
sue
of
shar
es
whe
ther
de
clar
ed
to
be
pref
eren
ce o
r ot
herw
ise
shal
l b
e su
bjec
t to
the
pow
ers
here
inbe
fore
con
tain
ed.
7.
N
ot le
ss th
an f
ifty
one
(51)
per
cen
t of
the
mem
bers
hip
of, a
nd s
hare
s in
the
Com
pany
sha
ll at
all
times
con
sist
of
or b
e is
sued
to th
e Fe
dera
l and
any
Sta
te G
over
nmen
t or
an
y M
uslim
B
umip
utra
In
stitu
tion
or
Mus
lim
Bum
iput
ra o
r bod
y co
rpor
ate
bein
g a
Mus
lim B
umip
utra
co
mpa
ny a
nd n
ot a
cor
pora
tion
unde
r fo
reig
n co
ntro
l, du
ly a
ppro
ved
for
the
purp
ose
of t
his
Cla
use
by t
he
Min
iste
r and
sha
ll no
t the
reaf
ter a
t any
tim
e be
ass
igne
d or
tran
sfer
red
to o
r hel
d by
any
per
son
or c
orpo
ratio
n or
ot
her
lega
l pe
rson
who
and
whi
ch i
s no
t an
y of
the
ab
oves
tate
d, a
s the
cas
e m
ay.
7.
N
ot le
ss th
an fi
fty o
ne p
er c
ent (
51%
) of t
he m
embe
rshi
p of
, an
d sh
ares
in th
e C
ompa
ny s
hall
at a
ll tim
es c
onsi
st o
f or b
e is
sued
to
the
Fede
ral
and
any
Stat
e G
over
nmen
t or
any
M
uslim
Bum
iput
ra In
stitu
tion
or M
uslim
Bum
iput
ra o
r bod
y co
rpor
ate
bein
g a
Mus
lim B
umip
utra
com
pany
and
not
a
corp
orat
ion
unde
r fo
reig
n co
ntro
l, du
ly a
ppro
ved
for
the
purp
ose
of t
his
Cla
use
Rul
e by
the
Min
iste
r an
d sh
all
not
ther
eafte
r at a
ny ti
me
be a
ssig
ned
or tr
ansf
erre
d to
or h
eld
by
any
pers
on o
r co
rpor
atio
n or
oth
er l
egal
per
son
who
and
w
hich
is n
ot a
ny o
f the
abo
vest
ated
, as t
he c
ase
may
.
8.
W
ords
or
ex
pres
sion
s co
ntai
ned
here
in
whi
ch
are
defin
ed
in
the
Arti
cles
of
A
ssoc
iatio
n sh
all
be
inte
rpre
ted
in a
ccor
danc
e w
ith th
ose
defin
ition
s.
- To
be
dele
ted.
- W
e, th
e se
vera
l per
sons
who
se n
ames
and
add
ress
ed a
re
subs
crib
ed,
are
desi
rous
of
be
ing
form
ed
into
a
Com
pany
in
pu
rsua
nce
of
this
M
emor
andu
m
of
- To
be
dele
ted.
14
10
Old
No.
O
rigi
nal C
laus
e N
ew N
o.
Prop
osed
Am
endm
ent
Ass
ocia
tion;
and
we
resp
ectiv
ely
agre
e to
tak
e th
e nu
mbe
r of
sha
res
in t
he c
apita
l of
the
Com
pany
set
op
posi
te o
ur re
spec
tive
nam
e N
ames
, A
ddre
sses
an
d D
escr
iptio
ns
of
Subs
crib
ers
Num
ber
of
shar
es t
aken
by
each
subs
crib
er
Dr.
Abd
ul
Hal
im
bin
Haj
i Ism
ail
Ban
ker
56, J
alan
Ber
uas
Dam
ansa
ra H
eigh
ts
Kua
la L
umpu
r
ON
E
Moh
d Fa
dzli
bin
Yus
of
Com
pany
Exe
cutiv
e 13
2, P
ingg
ir Za
aba
Tam
an T
un D
r. Is
mai
l
Kua
la L
umpu
r
ON
E
Tota
l num
bers
of
shar
es
take
n 2
(TW
O)
Dat
ed th
is 1
9th
day
of N
ovem
ber,
1984
.
14 15
11
II.
Art
icle
s of A
ssoc
iatio
n
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
Titl
e of
the
A
rtic
les
of
Ass
ocia
tion
TH
E C
OM
PAN
IES
AC
T, 1
965
PUB
LIC
CO
MPA
NY
LIM
ITED
BY
SH
AR
ES
A
RTI
CLE
S O
F A
SSO
CIA
TIO
N
OF
SYA
RIK
AT
TAK
AFU
L M
ALA
YSI
A B
ERH
AD
To
be
dele
ted.
1.
Th
e re
gula
tions
in
Tabl
e A
in
the
Four
th S
ched
ule
to t
he
Com
pani
es A
ct, 1
965
shal
l no
t ap
ply
exce
pt s
o fa
r as
the
sa
me
are
repe
ated
or c
onta
ined
in th
ese
Arti
cles
.
- To
be
dele
ted.
INTE
RPR
ET
AT
ION
2.
In th
ese
Arti
cles
the
wor
ds s
tand
ing
in th
e fir
st c
olum
n of
th
e Ta
ble
next
her
eina
fter c
onta
ined
sha
ll be
ar th
e m
eani
ng
set
oppo
site
to
them
res
pect
ivel
y in
the
sec
ond
colu
mn
ther
eof,
if no
t inc
onsi
sten
t with
the
subj
ect o
r con
text
. W
OR
DS
MEA
NIN
GS
the
Act
Th
e C
ompa
nies
Act
, 196
5 an
d an
y st
atut
ory
mod
ifica
tion
or
amen
dmen
t th
eret
o or
re
-en
actm
ent t
here
of.
8.
In
the
se A
rticl
es t
his
Con
stitu
tion
the
wor
ds s
tand
ing
in t
he
first
col
umn
of t
he T
able
nex
t he
rein
afte
r co
ntai
ned
shal
l be
ar
the
mea
ning
set
opp
osite
to
them
res
pect
ivel
y in
the
sec
ond
colu
mn
ther
eof,
if no
t inc
onsi
sten
t with
the
subj
ect o
r con
text
. W
OR
DS
MEA
NIN
GS
the
Act
Th
e C
ompa
nies
A
ct,
1965
20
16
and
any
stat
utor
y m
odifi
catio
n or
am
endm
ent
ther
eto
or
re-e
nact
men
t th
ereo
f.
16
12
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
thes
e A
rticl
es
Thes
e A
rticl
es o
f A
ssoc
iatio
n as
or
igin
ally
fr
amed
or
as
fr
om t
ime
to t
ime
alte
red
by
Spec
ial R
esol
utio
n.
Cen
tral
Dep
osito
ry
Mal
aysi
an C
entra
l D
epos
itory
Sd
n. B
hd.
Cen
tral
Dep
osito
ries
Act
The
Secu
ritie
s In
dust
ry
(Cen
tral
Dep
osito
ries)
A
ct
1991
.
Cha
irman
Th
e C
hairm
an o
f the
Boa
rd o
f D
irect
ors
and
incl
udes
, in
the
abse
nce
of t
he C
hairm
an,
the
Dep
uty
Cha
irman
exc
ept
for
the
purp
oses
of
Arti
cles
46,
50
(b) a
nd 8
3.
the
Com
pany
Sy
arik
at T
akaf
ul M
alay
sia
Ber
had.
Cor
pora
tion
unde
r fo
reig
n co
ntro
l
Incl
udes
–
(a)
A
corp
orat
ion
of
whi
ch
the
maj
ority
of
th
e D
irect
ors
or
pers
ons
occu
pyin
g th
e po
sitio
n of
D
irect
ors,
by w
hate
ver
nam
e ca
lled,
are
fore
igne
rs.
(b)
A
corp
orat
ion
in
whi
ch
shar
es
conf
errin
g a
maj
ority
of
vote
s ar
e he
ld b
y
thes
e A
rticl
es
Thes
e A
rticl
es o
f Ass
ocia
tion
as
orig
inal
ly
fram
ed
or
as
from
tim
e to
tim
e al
tere
d by
Sp
ecia
l Res
olut
ion.
Alte
rnat
e D
irec
tor
Any
per
son
who
has
bee
n ap
poin
ted
and
for
the
time
bein
g ho
lds
offic
e as
an
al
tern
ate
dire
ctor
of
th
e C
ompa
ny
in
acco
rdan
ce
with
the
pro
visi
ons
of t
his
Con
stitu
tion
Boa
rd
of
Dir
ecto
rs
Dir
ecto
rs o
f th
e C
ompa
ny
who
num
ber
not
less
tha
n th
e re
quir
ed q
uoru
m a
ctin
g as
a b
oard
of D
irec
tors
Cen
tral
Dep
osito
ry
Mal
aysi
an
Cen
tral
Dep
osito
ry S
dn. B
hd.
Cen
tral
Dep
osito
ries
Act
The
Secu
ritie
s In
dust
ry
(Cen
tral
Dep
osito
ries)
A
ct
1991
.
Cha
irman
Th
e C
hairm
an o
f th
e B
oard
of
Dire
ctor
s an
d in
clud
es, i
n th
e ab
senc
e of
the
Cha
irman
, th
e D
eput
y C
hairm
an e
xcep
t fo
r th
e pu
rpos
es o
f A
rticl
es
46,
50(b
) an
d 83
Rul
es 5
3,
58(b
) and
104
.
16 17
13
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
fore
igne
rs
or
by
fore
ign
corp
orat
ions
or
by p
erso
ns o
r co
rpor
atio
ns w
ho h
old
dire
ctly
or
ind
irect
ly f
or f
orei
gner
s or
fo
reig
n co
rpor
atio
ns.
(c)
A
corp
orat
ion
whi
ch
is b
y an
y ot
her m
eans
whe
ther
of
a l
ike
or o
f a
diff
eren
ce
char
acte
r, in
fa
ct
unde
r th
e co
ntro
l of
fo
reig
ners
or
fo
reig
n co
rpor
atio
ns.
(d)
A
corp
orat
ion
whi
ch
is
man
aged
by
a
“for
eign
co
rpor
atio
n” o
r a
“cor
pora
tion
unde
r fo
reig
n co
ntro
l” w
ithin
th
e m
eani
ng o
f th
e re
spec
tive
defin
ition
s of
the
exp
ress
ions
co
ntai
ned
in th
is A
rticl
e.
Dep
osite
d Se
curit
y Sh
all
have
th
e m
eani
ng
ascr
ibed
to
it un
der
Sect
ion
2 of
th
e Se
curit
ies
Indu
stry
(C
entra
l D
epos
itorie
s)
Act
, 19
91.
Dep
osito
r A
ho
lder
of
Se
curit
ies
Acc
ount
es
tabl
ishe
d by
th
e D
epos
itory
.
Dep
osito
ry
Bur
sa
Mal
aysi
a D
epos
itory
Sd
n.
Bhd
. (1
6557
0-W
)
the
Com
pany
Sy
arik
at T
akaf
ul M
alay
sia
Ber
had
(131
646-
K).
the
Con
stitu
tion
Thi
s C
onst
itutio
n,
as
orig
inal
ly
fram
ed
or
as
amen
ded
from
tim
e to
tim
e.
Cor
pora
tion
unde
r fo
reig
n co
ntro
l
Incl
udes
–
(a)
A
corp
orat
ion
of
whi
ch
the
maj
ority
of
th
e D
irect
ors
or
pers
ons
occu
pyin
g th
e po
sitio
n of
D
irect
ors,
by w
hate
ver
nam
e ca
lled,
are
fore
igne
rs.
(b)
A
corp
orat
ion
in
whi
ch
shar
es
conf
errin
g a
maj
ority
of
vote
s ar
e he
ld b
y fo
reig
ners
or
by
fo
reig
n co
rpor
atio
ns o
r by
pers
ons
or
corp
orat
ions
w
ho
hold
di
rect
ly
or
indi
rect
ly
for
fore
igne
rs
or
fore
ign
corp
orat
ions
.
(c)
A c
orpo
ratio
n w
hich
is
by
an
y ot
her
mea
ns
whe
ther
of
a lik
e or
of
a di
ffer
ence
di
ffer
ent
char
acte
r, in
fac
t un
der
the
cont
rol
of
fore
igne
rs
or
18
14
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
incl
udin
g an
y fu
rther
cha
nge
to it
s nam
e.
the
Dire
ctor
s Th
e D
irect
ors
for
the
time
bein
g of
the
Com
pany
as
a bo
dy
or
a qu
orum
of
th
e D
irect
ors
pres
ent a
t a m
eetin
g of
the
Dire
ctor
s.
Entit
led
Pers
on
A p
erso
n w
ho i
s a
Mal
aysi
an
citiz
en o
r a
body
cor
pora
te o
r au
thor
ity in
corp
orat
ed u
nder
a
Fede
ral
law
of
Mal
aysi
a or
a
law
of
any
Stat
e of
Mal
aysi
a or
a
com
pany
no
t be
ing
a co
rpor
atio
n un
der
fore
ign
cont
rol o
r a
firm
reg
iste
red
in
Mal
aysi
a w
hose
par
tner
s ar
e al
l Mal
aysi
an c
itize
ns a
nd, f
or
the
purp
ose
of t
hese
Arti
cles
, in
clud
es
the
Fede
ral
Gov
ernm
ent
or
any
Stat
e G
over
nmen
t.
the
Exch
ange
Th
e B
ursa
Mal
aysi
a Se
curit
ies
Ber
had
(635
998-
W)
incl
udin
g an
y fu
rther
cha
nge
to it
s nam
e.
Fore
igne
r A
pe
rson
w
ho
is
not
an
Entit
led
Pers
on.
Fore
ign
(a)
a co
mpa
ny,
corp
orat
ion,
so
ciet
y,
fore
ign
corp
orat
ions
.
(d)
A c
orpo
ratio
n w
hich
is
m
anag
ed
by
a “f
orei
gn
corp
orat
ion”
or
a
“cor
pora
tion
unde
r fo
reig
n co
ntro
l” w
ithin
the
mea
ning
of
the
res
pect
ive
defin
ition
s of
the
exp
ress
ions
con
tain
ed
in th
is A
rticl
e R
ule.
Dep
osite
d Se
curit
y Sh
all
have
th
e m
eani
ng
ascr
ibed
to it
und
er S
ectio
n 2
of
the
Secu
ritie
s In
dust
ry
(Cen
tral
Dep
osito
ries)
A
ct,
1991
.
Dep
osito
r A
ho
lder
of
Se
curit
ies
Acc
ount
est
ablis
hed
by t
he
Dep
osito
ry.
Dep
osito
ry
Bur
sa
Mal
aysi
a D
epos
itory
Sd
n.
Bhd
. (1
6557
0-W
) in
clud
ing
any
furth
er c
hang
e to
its n
ame.
the
Dire
ctor
s Th
e D
irect
ors
for
the
time
bein
g of
the
Com
pany
as
a bo
dy
or
a qu
orum
of
th
e D
irect
ors p
rese
nt a
t a m
eetin
g of
the
Dire
ctor
s.
Pers
ons
who
ha
ve
been
18 19
15
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
Cor
pora
tion
asso
ciat
ion
or
othe
r bo
dy
inco
rpor
ated
or
re
gist
ered
ou
tsid
e M
alay
sia;
or
(b)
an
unin
corp
orat
ed
soci
ety,
ass
ocia
tion
or o
ther
bo
dy w
hich
und
er t
he l
aw o
f its
pla
ce o
f or
igin
may
sue
or
be s
ued,
or
hold
pro
perty
in
the
nam
e of
the
sec
reta
ry o
r ot
her
offic
er o
f th
e bo
dy o
r as
soci
atio
n du
ly a
ppoi
nted
for
th
at p
urpo
se a
nd w
hich
doe
s no
t ha
ve i
ts h
ead
offic
e or
pr
inci
pal
plac
e of
bus
ines
s in
M
alay
sia;
or
(c)
an
unin
corp
orat
ed
soci
ety,
ass
ocia
tion
or o
ther
bo
dy
whi
ch
if it
wer
e a
corp
orat
ion
wou
ld
be
a co
rpor
atio
n un
der
fore
ign
cont
rol.
Mal
ay
A p
erso
n w
ho p
rofe
sses
the
M
uslim
re
ligio
n,
habi
tual
ly
spea
ks
the
Mal
ay
lang
uage
, co
nfor
ms
to th
e M
alay
cus
tom
an
d is
a c
itize
n of
Mal
aysi
a.
Man
agin
g D
irect
or
Incl
udes
an
ex
ecut
ive
Dire
ctor
.
appo
inte
d an
d fo
r th
e tim
e be
ing
hold
of
fice
as
a D
irec
tor
of th
e C
ompa
ny in
ac
cord
ance
w
ith
the
prov
ision
s of
the
Act
and
th
is C
onst
itutio
n an
d,
unle
ss th
e co
ntex
t oth
erw
ise
prov
ides
or
re
quir
es,
incl
udes
an
A
ltern
ate
Dir
ecto
r.
Entit
led
Pers
on
A p
erso
n w
ho is
a M
alay
sian
ci
tizen
or a
bod
y co
rpor
ate
or
auth
ority
inc
orpo
rate
d un
der
a Fe
dera
l law
of
Mal
aysi
a or
a
law
of
an
y St
ate
of
Mal
aysi
a or
a c
ompa
ny n
ot
bein
g a
corp
orat
ion
unde
r fo
reig
n co
ntro
l or
a
firm
re
gist
ered
in M
alay
sia
who
se
partn
ers
are
all
Mal
aysi
an
citiz
ens
and,
for
the
pur
pose
of
th
ese
Arti
cles
th
is C
onst
itutio
n,
incl
udes
th
e Fe
dera
l G
over
nmen
t or
any
St
ate
Gov
ernm
ent.
the
Exch
ange
Th
e B
ursa
M
alay
sia
Secu
ritie
s B
erha
d (6
3599
8-W
) in
clud
ing
any
furth
er
chan
ge to
its n
ame.
20
16
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
Mar
ket D
ay
A d
ay o
n w
hich
the
stoc
k m
arke
t of t
he E
xcha
nge
is
open
for t
radi
ng in
secu
ritie
s.
Mem
ber/
mem
bers
A
ny
pers
on/p
erso
ns
for
the
time
bein
g ho
ldin
g sh
ares
in
the
Com
pany
an
d w
hose
na
mes
app
ear
in t
he R
egis
ter
of M
embe
rs (
exce
pt f
or t
he
Bur
sa
Dep
osito
ry
Nom
inee
s Sd
n.
Bhd
.) in
clud
ing
a de
posi
tor
who
sha
ll be
trea
ted
as
if he
w
as
a m
embe
r pu
rsua
nt t
o Se
ctio
n 35
of
the
Secu
ritie
s In
dust
ry
(Cen
tral
Dep
osito
ries)
Act
, 19
91,
but
excl
udes
the
Dep
osito
ry in
its
capa
city
as a
bar
e tru
stee
.
Min
iste
r Th
e M
inis
ter o
f Fin
ance
or t
he
Min
iste
r fo
r th
e tim
e be
ing
char
ged
with
the
resp
onsi
bilit
y in
re
spec
t of
th
e m
atte
r in
qu
estio
n as
the
case
may
be.
Mus
lim
Bum
iput
ra
Com
pany
A
com
pany
in
corp
orat
ed
in
Mal
aysi
a th
e m
embe
rshi
p or
sh
areh
olde
rs w
here
of is
or
are
rest
ricte
d to
M
uslim
B
umip
utra
.
Mus
lim
Bum
iput
ra
A b
ody
corp
orat
e or
aut
horit
y in
corp
orat
ed
in
Mal
aysi
a
Fore
igne
r A
pe
rson
w
ho
is
not
an
Entit
led
Pers
on.
Fore
ign
Cor
pora
tion
(a)
a co
mpa
ny,
corp
orat
ion,
so
ciet
y,
asso
ciat
ion
or
othe
r bo
dy
inco
rpor
ated
or
re
gist
ered
ou
tsid
e M
alay
sia;
or
(b)
an
unin
corp
orat
ed
soci
ety,
ass
ocia
tion
or o
ther
bo
dy w
hich
und
er th
e la
w o
f its
pla
ce o
f orig
in m
ay s
ue o
r be
sue
d, o
r ho
ld p
rope
rty i
n th
e na
me
of t
he s
ecre
tary
or
othe
r of
ficer
of
the
body
or
asso
ciat
ion
duly
ap
poin
ted
for
that
pur
pose
and
whi
ch
does
not
hav
e its
hea
d of
fice
or p
rinci
pal p
lace
of b
usin
ess
in M
alay
sia;
or
(c)
an
unin
corp
orat
ed
soci
ety,
ass
ocia
tion
or o
ther
bo
dy
whi
ch
if it
wer
e a
corp
orat
ion
wou
ld
be
a co
rpor
atio
n un
der
fore
ign
cont
rol.
Mal
ay
A p
erso
n w
ho p
rofe
sses
the
M
uslim
re
ligio
n,
habi
tual
ly
spea
ks t
he M
alay
lan
guag
e,
conf
orm
s to
th
e M
alay
20 21
17
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
Inst
itutio
n un
der
a Fe
dera
l la
w
of
Mal
aysi
a or
a la
w o
f any
Sta
te
of M
alay
sia,
or
any
com
pany
in
corp
orat
ed i
n M
alay
sia
the
mem
bers
hip
or
shar
ehol
ders
w
here
of is
or
are
rest
ricte
d to
th
e Fe
dera
l or
an
y St
ate
Gov
ernm
ent
or
such
bo
dy
corp
orat
e or
aut
horit
y.
the
Off
ice
The
Regi
ster
ed O
ffic
e fo
r th
e tim
e be
ing
of th
e C
ompa
ny.
Prox
y In
clud
es
an
atto
rney
du
ly
cons
titut
ed u
nder
a p
ower
of
atto
rney
.
Rec
ord
of
Dep
osito
rs
A
reco
rd
prov
ided
by
th
e D
epos
itory
to
th
e C
ompa
ny
unde
r C
hapt
er
24.0
of
th
e R
ules
of t
he D
epos
itory
.
Rul
es
of
the
Dep
osito
ry
Shal
l ha
ve
the
mea
ning
as
crib
ed t
o it
unde
r Se
ctio
n 2
of
the
Secu
ritie
s In
dust
ry
(Cen
tral
Dep
osito
ries)
A
ct,
1991
.
the
Seal
Th
e C
omm
on
Seal
of
th
e C
ompa
ny.
the
Secr
etar
y Th
e Se
cret
ary
or
join
t Se
cret
arie
s of
th
e C
ompa
ny
cust
om a
nd i
s a
citiz
en o
f M
alay
sia.
Man
ager
M
eans
th
e pr
inci
pal
exec
utiv
e of
ficer
of
th
e C
ompa
ny fo
r th
e tim
e be
ing
by
wha
teve
r na
me
calle
d an
d w
heth
er o
r no
t he
is
a D
irec
tor.
Man
agin
g D
irect
or
Incl
udes
an
exec
utiv
e D
irect
or.
Mar
ket D
ay
A d
ay o
n w
hich
the
sto
ck
mar
ket
of t
he E
xcha
nge
is
open
for t
radi
ng in
secu
ritie
s.
Mem
ber/
Mem
bers
A
ny p
erso
n/pe
rson
s fo
r th
e tim
e be
ing
hold
ing
shar
es i
n th
e C
ompa
ny
and
who
se
nam
es a
ppea
r in
the
Reg
iste
r of
Mem
bers
(ex
cept
for
the
B
ursa
Dep
osito
ry N
omin
ees
Sdn.
B
hd.)
incl
udin
g a
depo
sito
r who
shal
l be
treat
ed
as
if he
w
as
a M
embe
r pu
rsua
nt to
Sec
tion
35 o
f th
e Se
curit
ies
Indu
stry
(C
entra
l D
epos
itorie
s) A
ct,
1991
, bu
t ex
clud
es th
e D
epos
itory
in it
s ca
paci
ty a
s a b
are
trust
ee.
Min
iste
r Th
e M
inis
ter
of F
inan
ce o
r
22
18
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
appo
inte
d by
th
e D
irect
ors
unde
r A
rticl
e 88
of
the
se
Arti
cles
.
Secu
ritie
s Sh
all
have
th
e
mea
ning
as
crib
ed t
o it
unde
r Se
ctio
n 2
of t
he S
ecur
ities
Com
mis
sion
A
ct, 1
993.
Secu
ritie
s A
ccou
nt
An
acco
unt e
stab
lishe
d by
the
Dep
osito
ry fo
r a D
epos
itor f
or
the
reco
rdin
g of
de
posi
t of
se
curit
ies
and
for
deal
ing
in
such
se
curit
ies
by
the
Dep
osito
r as
per
mitt
ed u
nder
th
e Se
curit
ies
Indu
stry
(C
entra
l D
epos
itorie
s)
Act
, 19
91.
Taka
ful
A s
chem
e ba
sed
on s
olid
arity
an
d br
othe
rhoo
d w
hich
pr
ovid
es
finan
cial
ai
d an
d as
sist
ance
to
the
parti
cipa
nts
in c
ase
of n
eed
whe
reby
the
pa
rtici
pant
s m
utua
lly a
gree
to
cont
ribut
e fo
r tha
t pur
pose
.
Taka
ful
Com
pany
A
ny c
ompa
ny w
hich
car
ries
Isla
mic
insu
ranc
e bu
sine
ss a
nd
hold
s a
valid
lic
ence
; an
d al
l th
e of
fices
and
bra
nche
s of
su
ch
a co
mpa
ny
shal
l be
the
Min
iste
r fo
r th
e tim
e be
ing
char
ged
with
th
e re
spon
sibi
lity
in
resp
ect
of
the
mat
ter
in q
uest
ion
as t
he
case
may
be.
Mus
lim
Bum
iput
ra
Com
pany
A c
ompa
ny i
ncor
pora
ted
in
Mal
aysi
a th
e m
embe
rshi
p or
sh
areh
olde
rs
whe
reof
is
or
are
rest
ricte
d to
M
uslim
B
umip
utra
.
Mus
lim
Bum
iput
ra
Inst
itutio
n
A b
ody
corp
orat
e or
aut
horit
y in
corp
orat
ed
in
Mal
aysi
a un
der
a Fe
dera
l la
w
of
Mal
aysi
a or
a
law
of
any
St
ate
of
Mal
aysi
a,
or
any
com
pany
in
corp
orat
ed
in
Mal
aysi
a th
e m
embe
rshi
p or
sh
areh
olde
rs
whe
reof
is
or
are
rest
ricte
d to
the
Fed
eral
or
any
Sta
te G
over
nmen
t or
su
ch
body
co
rpor
ate
or
auth
ority
.
the
Off
ice
The
Regi
ster
ed O
ffic
e fo
r the
tim
e be
ing
of th
e C
ompa
ny.
Prox
y In
clud
es
an
atto
rney
du
ly
cons
titut
ed u
nder
a p
ower
of
atto
rney
.
Rec
ord
of
A
reco
rd
prov
ided
by
th
e
22 23
19
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
deem
ed to
be
one
com
pany
.
Ex
pres
sion
s re
ferr
ing
to w
ritin
g sh
all,
unle
ss th
e co
ntra
ry
inte
ntio
n ap
pear
s be
con
stru
ed a
s in
clud
ing
refe
renc
es to
pr
intin
g, l
ithog
raph
y, p
hoto
grap
hy,
and
othe
r m
odes
of
repr
esen
ting
or re
prod
ucin
g in
a v
isib
le fo
rm.
W
ords
impo
rting
the
sing
ular
num
ber
only
sha
ll in
clud
e th
e pl
ural
num
ber a
nd v
ice
vers
a.
Wor
ds im
porti
ng th
e m
ascu
line
gend
er o
nly
shal
l inc
lude
th
e fe
min
ine
and
neut
er g
ende
rs a
nd v
ice
vers
a.
Wor
ds im
porti
ng p
erso
ns sh
all i
nclu
de c
orpo
ratio
ns.
Subj
ect a
s af
ores
aid,
any
wor
ds o
r exp
ress
ions
con
tain
ed
in th
ese
Arti
cles
sha
ll be
inte
rpre
ted
in a
ccor
danc
e w
ith
the
prov
isio
ns o
f th
e In
terp
reta
tion
Act
196
7, a
nd o
f th
e A
ct a
s in
forc
e at
the
date
at w
hich
thes
e A
rticl
es b
ecom
e bi
ndin
g on
the
Com
pany
. Th
e m
argi
nal n
otes
are
inse
rted
for c
onve
nien
ce o
nly
and
shal
l not
aff
ect t
he c
onst
ruct
ion
of th
ese
Arti
cles
.
Dep
osito
rs
Dep
osito
ry t
o th
e C
ompa
ny
unde
r C
hapt
er
24.0
of
th
e R
ules
of t
he D
epos
itory
.
Reg
iste
r T
he R
egis
ter
of M
embe
rs to
be
kep
t pur
suan
t to
the
Act
an
d un
less
ot
herw
ise
expr
esse
d to
the
con
trar
y,
incl
udes
th
e R
ecor
d of
D
epos
itors
thes
e R
ules
T
hese
R
ules
of
th
e C
onst
itutio
n as
or
igin
ally
fr
amed
or
as f
rom
tim
e to
tim
e al
tere
d by
Sp
ecia
l R
esol
utio
n.
Rul
es
of
the
Dep
osito
ry
Shal
l ha
ve
the
mea
ning
as
crib
ed to
it u
nder
Sec
tion
2 of
th
e Se
curit
ies
Indu
stry
(C
entra
l D
epos
itorie
s)
Act
, 19
91.
the
Seal
Th
e C
omm
on
Seal
of
th
e C
ompa
ny.
the
Secr
etar
y Th
e Se
cret
ary
or
join
t Se
cret
arie
s of
the
Com
pany
ap
poin
ted
by
the
Dire
ctor
s un
der
Arti
cle
88 o
f t
hese
A
rticl
es
Rul
e 10
9 of
th
is C
onst
itutio
n.
24
20
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
Secu
ritie
s Sh
all
have
th
e m
eani
ng
ascr
ibed
to it
und
er S
ectio
n 2
of th
e Se
curit
ies
Com
mis
sion
A
ct, 1
993.
Secu
ritie
s A
ccou
nt
An
acco
unt e
stab
lishe
d by
the
Dep
osito
ry
for
a D
epos
itor
for
the
reco
rdin
g of
dep
osit
of s
ecur
ities
and
for
dea
ling
in
such
se
curit
ies
by
the
Dep
osito
r as
per
mitt
ed u
nder
th
e Se
curit
ies
Indu
stry
(C
entra
l D
epos
itorie
s)
Act
, 19
91.
Taka
ful
A s
chem
e ba
sed
on s
olid
arity
an
d br
othe
rhoo
d w
hich
pr
ovid
es
finan
cial
ai
d an
d as
sist
ance
to
the
parti
cipa
nts
in c
ase
of n
eed
whe
reby
the
pa
rtici
pant
s m
utua
lly a
gree
to
cont
ribut
e fo
r tha
t pur
pose
.
Taka
ful
Com
pany
A
ny c
ompa
ny w
hich
car
ries
Isla
mic
in
sura
nce
busi
ness
an
d ho
lds
a va
lid li
cenc
e; a
nd
all
the
offic
es a
nd b
ranc
hes
of s
uch
a co
mpa
ny s
hall
be
deem
ed to
be
one
com
pany
.
Expr
essi
ons
refe
rrin
g to
writ
ing
shal
l, un
less
the
con
trary
in
tent
ion
appe
ars
be c
onst
rued
as
incl
udin
g re
fere
nces
to
prin
ting,
lit
hogr
aphy
, ph
otog
raph
y,
and
othe
r m
odes
of
24 25
21
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
repr
esen
ting
or re
prod
ucin
g in
a v
isib
le fo
rm.
W
ords
im
porti
ng t
he s
ingu
lar
num
ber
only
sha
ll in
clud
e th
e pl
ural
num
ber a
nd v
ice
vers
a.
Wor
ds im
porti
ng th
e m
ascu
line
gend
er o
nly
shal
l inc
lude
the
fem
inin
e an
d ne
uter
gen
ders
and
vic
e ve
rsa.
W
ords
impo
rting
per
sons
shal
l inc
lude
cor
pora
tions
. Su
bjec
t as
afo
resa
id, a
ny w
ords
or
expr
essi
ons
cont
aine
d in
th
ese
Arti
cles
th
is C
onst
itutio
n sh
all
be
inte
rpre
ted
in
acco
rdan
ce w
ith th
e pr
ovis
ions
of t
he In
terp
reta
tion
Act
196
7,
and
of th
e A
ct a
s in
for
ce a
t the
dat
e at
whi
ch th
ese
Arti
cles
th
is C
onst
itutio
n be
com
e bi
ndin
g on
the
Com
pany
. Th
e m
argi
nal
note
s ar
e in
serte
d fo
r co
nven
ienc
e on
ly a
nd
shal
l no
t af
fect
th
e co
nstru
ctio
n of
th
ese
Arti
cles
th
is C
onst
itutio
n.
SYA
RIA
H S
HA
RIA
H A
DV
ISO
RY
BO
DY
3.
Syar
iah
Adv
isor
y B
ody
(a)
“The
Com
pany
sha
ll es
tabl
ish
a Sy
aria
h A
dvis
ory
Bod
y as
may
be
appr
oved
by
the
Dire
ctor
Gen
eral
of
Taka
ful
to a
dvis
e th
e C
ompa
ny o
n th
e op
erat
ions
of
its
busi
ness
in o
rder
to e
nsur
e th
at it
doe
s no
t inv
olve
in a
ny
elem
ent w
hich
is n
ot a
ppro
ved
by th
e R
elig
ion
of Is
lam
.”
(b)
“The
Sh
aria
h A
dvis
ory
Bod
y sh
all
com
pris
e M
uslim
relig
ious
scho
lars
and
shal
l hav
e a
min
imum
of f
ive
9.
Sy
aria
h Sh
aria
h A
dvis
ory
Bod
y (a
) “T
he
Com
pany
sh
all
esta
blis
h a
Syar
iah
Shar
iah
Adv
isor
y B
ody
(or
such
oth
er n
ame
as th
e re
leva
nt r
egul
ator
m
ay r
equi
re)
as m
ay b
e ap
prov
ed b
y th
e D
irect
or G
ener
al o
f Ta
kafu
l to
adv
ise
the
Com
pany
on
the
oper
atio
ns o
f its
bus
ines
s in
ord
er to
ens
ure
that
it d
oes
not i
nvol
ve in
any
ele
men
t whi
ch
is n
ot S
hari
ah c
ompl
iant
.” a
ppro
ved
by th
e R
elig
ion
of Is
lam
.”
(b)
“The
Sha
riah
Adv
isor
y B
ody
shal
l co
mpr
ise
Mus
lim
relig
ious
sch
olar
s an
d sh
all
have
a m
inim
um o
f fiv
e (5
) an
d a
26
22
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(5)
and
a m
axim
um o
f se
ven
(7)
mem
bers
. The
mem
bers
sh
all b
e ap
poin
ted
for
a te
rm n
ot e
xcee
ding
thre
e (3
) ye
ars
and
may
be
elig
ible
for r
eapp
oint
men
t.”
(c)
“The
rem
uner
atio
n of
the
mem
bers
of
the
Syar
iah
Adv
isor
y B
ody
shal
l fr
om t
ime
to t
ime
be d
eter
min
ed b
y th
e C
ompa
ny in
gen
eral
mee
ting.
The
rem
uner
atio
n sh
all b
e de
emed
to
accr
ue d
ay t
o da
y. T
he m
embe
rs m
ay a
lso
be
paid
all
trave
lling
, ho
tel
and
othe
r ex
pens
es,
prop
erly
in
curr
ed b
y th
em in
atte
ndin
g, a
nd re
turn
ing
from
mee
tings
or
in c
onne
ctio
n w
ith th
e ta
sks o
f the
bod
y.”
max
imum
of
se
ven
(7)
mem
bers
. Th
e m
embe
rs
shal
l be
ap
poin
ted
for
a te
rm n
ot e
xcee
ding
thre
e (3
) ye
ars
and
may
be
elig
ible
for r
eapp
oint
men
t.”
(c)
“The
rem
uner
atio
n of
the
mem
bers
of
the
Syar
iah
Shar
iah
Adv
isor
y B
ody
shal
l fro
m ti
me
to ti
me
be d
eter
min
ed
by th
e C
ompa
ny in
gen
eral
mee
ting
the
Boa
rd o
f D
irec
tors
.”
The
rem
uner
atio
n sh
all
be d
eem
ed t
o ac
crue
day
to
day.
The
m
embe
rs m
ay a
lso
be p
aid
all
trave
lling
, ho
tel
and
othe
r ex
pens
es, p
rope
rly in
curr
ed b
y th
em in
atte
ndin
g, a
nd re
turn
ing
from
mee
tings
or i
n co
nnec
tion
with
the
task
s of t
he b
ody.
”
CO
NT
RO
L
4.
(a
) C
ontro
l Th
e C
ompa
ny
shal
l no
t en
ter
into
an
y m
erge
r, am
alga
mat
ion
or o
ther
arr
ange
men
t w
hich
will
hav
e th
e ef
fect
of
trans
ferr
ing
the
man
agem
ent
or c
ontro
l of
the
C
ompa
ny to
any
fore
igne
r or a
ny fo
reig
n co
rpor
atio
n or
any
co
rpor
atio
n un
der f
orei
gn c
ontro
l. (b
) O
nly
Entit
led
Pers
on to
Hol
d O
ffic
e N
o pe
rson
oth
er th
an a
n En
title
d Pe
rson
sha
ll be
qua
lifie
d to
hol
d of
fice
as C
hief
Exe
cutiv
e O
ffic
er (
by w
hate
ver
nam
e ca
lled)
, Sec
reta
ry o
r Aud
itor o
f the
Com
pany
.
10.
No
amen
dmen
ts re
quire
d.
5.
(a
) N
ot l
ess
than
fift
y-on
e pe
r ce
nt (
51%
) of
sha
res
allo
tted
to
Gov
ernm
ent
and/
or
Mus
lim
Bum
iput
ra
Inst
itutio
n.
The
Dire
ctor
s sh
all
ensu
re t
hat
not
less
tha
n fif
ty-o
ne p
er
cent
(51
%)
of t
he m
embe
rshi
p of
and
the
sha
res
in t
he
11.
(a)
Not
less
than
fifty
-one
per
cen
t (51
%) o
f sha
res
allo
tted
to G
over
nmen
t and
/or M
uslim
Bum
iput
ra In
stitu
tion.
Th
e D
irect
ors
shal
l ens
ure
that
not
less
than
fift
y-on
e pe
r ce
nt
(51%
) of
the
mem
bers
hip
of a
nd t
he s
hare
s in
the
Com
pany
26 27
23
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
Com
pany
shal
l at a
ll tim
es c
onsi
st o
f or b
e is
sued
or a
llotte
d to
or
regi
ster
ed i
n th
e na
me
of t
he F
eder
al a
nd a
ny S
tate
G
over
nmen
t or a
ny M
uslim
Bum
iput
ra In
stitu
tion
or a
bod
y co
rpor
ate,
bei
ng a
Mus
lim B
umip
utra
com
pany
and
not
a
corp
orat
ion
unde
r fo
reig
n co
ntro
l, du
ly a
ppro
ved
for
the
purp
ose
of th
is A
rticl
e by
the
Min
iste
r. Th
e D
irect
ors
shal
l fu
rther
ens
ure
that
the
sai
d sh
ares
so
issu
ed, a
llotte
d to
or
regi
ster
ed s
hall
not
ther
eafte
r at
any
tim
e be
ass
igne
d or
tran
sfer
red
to o
r he
ld b
y an
y pe
rson
or
corp
orat
ion
or o
ther
lega
l per
son
who
is n
ot a
ny o
ne o
f the
ab
oves
tate
d bo
dies
. (b
) Th
e D
irect
ors
of th
e C
ompa
ny s
hall
have
dis
cret
ion
in d
ecid
ing
whe
ther
any
per
son
or c
ompa
ny i
s a
Mus
lim
Bum
iput
ra o
r Mus
lim B
umip
utra
com
pany
and
any
dec
isio
n m
ade
by th
e D
irect
ors
in th
e co
urse
of
the
exer
cise
or
any
disc
retio
n co
nfer
red
upon
them
by
this
Arti
cle
shal
l be
final
an
d w
ithou
t app
eal a
nd th
ey s
hall
not b
e ca
lled
upon
or
if ca
lled
upon
shal
l not
be
boun
d to
giv
e th
eir r
easo
ns fo
r the
ir de
cisi
on.
(c)
If a
maj
ority
of t
he D
irect
ors
certi
fy in
writ
ing
that
th
ere
is in
thei
r op
inio
n re
ason
to b
elie
ve th
at a
ny s
hare
in
the
Com
pany
whi
ch is
allo
tted
or re
gist
ered
in th
e na
me
or
a pe
rson
who
is a
Mus
lim B
umip
utra
or a
com
pany
whi
ch is
a
Mus
lim B
umip
utra
com
pany
or
the
Fede
ral
or S
tate
G
over
nmen
ts o
r a M
uslim
Bum
iput
ra In
stitu
tion
is h
eld
by
or in
trus
t for
or i
n an
y w
ay u
nder
the
cont
rol o
f any
per
son
or o
ther
leg
al p
erso
n w
ho o
r w
hich
is
not
any
of t
he
abov
esta
ted
as th
e ca
se m
ay b
e, th
en a
nd in
any
suc
h ca
se
the
Dire
ctor
s m
ay s
erve
on
the
hold
ers
of s
uch
shar
e a
notic
e in
writ
ing
requ
iring
the
hol
der
to p
rove
to
the
shal
l at
all
times
con
sist
of o
r be
iss
ued
or a
llotte
d to
or
regi
ster
ed in
the
nam
e of
the
Fede
ral a
nd a
ny S
tate
Gov
ernm
ent
or a
ny M
uslim
Bum
iput
ra In
stitu
tion
or a
bod
y co
rpor
ate,
bei
ng
a M
uslim
Bum
iput
ra c
ompa
ny a
nd n
ot a
cor
pora
tion
unde
r fo
reig
n co
ntro
l, du
ly a
ppro
ved
for
the
purp
ose
of t
his
Arti
cle
Rul
e by
the
Min
iste
r. Th
e D
irect
ors
shal
l fur
ther
ens
ure
that
the
said
sha
res
so is
sued
, al
lotte
d to
or
regi
ster
ed s
hall
not
ther
eafte
r at
any
tim
e be
as
sign
ed o
r tra
nsfe
rred
to o
r he
ld b
y an
y pe
rson
or
corp
orat
ion
or o
ther
leg
al p
erso
n w
ho i
s no
t an
y on
e of
the
abo
vest
ated
bo
dies
. (b
) Th
e D
irect
ors
of th
e C
ompa
ny s
hall
have
dis
cret
ion
in
deci
ding
w
heth
er
any
pers
on
or
com
pany
is
a
Mus
lim
Bum
iput
ra o
r M
uslim
Bum
iput
ra c
ompa
ny a
nd a
ny d
ecis
ion
mad
e by
the
Dire
ctor
s in
the
cou
rse
of t
he e
xerc
ise
or a
ny
disc
retio
n co
nfer
red
upon
the
m b
y th
is A
rticl
e R
ule
shal
l be
fin
al a
nd w
ithou
t app
eal a
nd th
ey s
hall
not b
e ca
lled
upon
or i
f ca
lled
upon
sha
ll no
t be
bou
nd t
o gi
ve t
heir
reas
ons
for
thei
r de
cisi
on.
(c)
If a
maj
ority
of t
he D
irect
ors c
ertif
y in
writ
ing
that
ther
e is
in
thei
r op
inio
n re
ason
to
belie
ve t
hat
any
shar
e in
the
C
ompa
ny w
hich
is a
llotte
d or
regi
ster
ed in
the
nam
e or
a p
erso
n w
ho is
a M
uslim
Bum
iput
ra o
r a
com
pany
whi
ch is
a M
uslim
B
umip
utra
com
pany
or
the
Fede
ral o
r St
ate
Gov
ernm
ents
or
a M
uslim
Bum
iput
ra In
stitu
tion
is h
eld
by o
r in
trust
for o
r in
any
way
und
er th
e co
ntro
l of
any
pers
on o
r ot
her
lega
l per
son
who
or
whi
ch is
not
any
of t
he a
bove
stat
ed a
s th
e ca
se m
ay b
e, th
en
and
in a
ny s
uch
case
the
Dire
ctor
s m
ay s
erve
on
the
hold
ers
of
such
sha
re a
not
ice
in w
ritin
g re
quiri
ng t
he h
olde
r to
pro
ve to
th
e sa
tisfa
ctio
n of
the
Dire
ctor
s th
at th
e sh
are
in q
uest
ion
is n
ot
28
24
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
satis
fact
ion
of th
e D
irect
ors
that
the
shar
e in
que
stio
n is
not
so
hel
d an
d un
less
with
in t
hree
(3)
wee
ks t
here
afte
r su
ch
proo
f is
giv
en, t
he D
irect
ors
may
ser
ve s
uch
hold
er w
ith a
no
tice
in w
ritin
g re
quiri
ng s
uch
hold
er t
o tra
nsfe
r su
ch
shar
es to
any
per
son,
com
pany
or
orga
nisa
tion
or a
utho
rity
qual
ified
to b
e a
mem
ber o
f the
Com
pany
and
app
rove
d by
th
e D
irect
ors
and
unle
ss s
uch
trans
fer
is d
uly
mad
e an
d de
liver
ed t
o th
e C
ompa
ny w
ithin
fou
rteen
(14
) da
ys a
fter
such
not
ice,
the
Dire
ctor
s m
ay s
ell
the
shar
es i
n su
ch
man
ner
as t
hey
thin
k fit
and
the
pro
visi
ons
of A
rticl
es 1
2 an
d 13
incl
usiv
e sh
all a
pply
mut
atis
mut
andi
s.
so h
eld
and
unle
ss w
ithin
thre
e (3
) w
eeks
ther
eafte
r su
ch p
roof
is
giv
en, t
he D
irect
ors
may
ser
ve s
uch
hold
er w
ith a
not
ice
in
writ
ing
requ
iring
suc
h ho
lder
to
trans
fer
such
sha
res
to a
ny
pers
on, c
ompa
ny o
r or
gani
satio
n or
aut
horit
y qu
alifi
ed t
o be
a
Mem
ber
of t
he C
ompa
ny a
nd a
ppro
ved
by t
he D
irect
ors
and
unle
ss s
uch
trans
fer i
s du
ly m
ade
and
deliv
ered
to th
e C
ompa
ny
with
in f
ourte
en (
14)
days
afte
r su
ch n
otic
e, t
he D
irect
ors
may
se
ll th
e sh
ares
in
such
man
ner
as t
hey
thin
k fit
and
the
pr
ovis
ions
of A
rticl
es 1
2 an
d 13
Rul
es 1
7 an
d 18
incl
usiv
e sh
all
appl
y m
utat
is m
utan
dis.
6.
V
aria
tion
of R
ight
s (a
) If
at a
ny t
ime
the
shar
e ca
pita
l is
div
ided
int
o di
ffer
ent c
lass
es o
f sha
res
(i)
the
repa
ymen
t of
pre
fere
nce
capi
tal
othe
r th
an
rede
emab
le p
refe
renc
e ca
pita
l; or
(ii
) th
e rig
hts
atta
ched
to
any
clas
s (u
nles
s ot
herw
ise
prov
ided
by
the
term
s of
iss
ue o
f th
e sh
ares
of
that
cla
ss
incl
udin
g th
at o
f pre
fere
nce
shar
ehol
ders
) m
ay, o
nly
whe
ther
or
not
the
Com
pany
is
bei
ng w
ound
up
, be
mad
e o
r v
arie
d a
s t
he
case
may
be,
with
the
sa
nctio
n of
a s
peci
al re
solu
tion
pass
ed a
t a s
epar
ate
mee
ting
of t
he h
olde
rs o
f th
e sh
ares
of
the
clas
s, PR
OV
IDED
A
LWA
YS
that
whe
re t
he n
eces
sary
maj
ority
for
suc
h a
spec
ial r
esol
utio
n is
not
obt
aine
d at
the
mee
ting,
con
sent
in
writ
ing
if ob
tain
ed fr
om th
e ho
lder
s of t
hree
-four
ths (
3/4)
of
the
pref
eren
ce s
hare
s co
ncer
ned
with
in t
wo
(2)
mon
ths
of
the
mee
ting,
sha
ll be
as
valid
and
eff
ectu
al a
s a
spec
ial
12.
Var
iatio
n of
Rig
hts
(a)
If at
any
tim
e th
e sh
are
capi
tal i
s di
vide
d in
to d
iffer
ent
clas
ses o
f sha
res;
(i)
th
e re
paym
ent
of
pref
eren
ce
capi
tal
othe
r th
an
rede
emab
le p
refe
renc
e ca
pita
l; or
(ii
) th
e rig
hts
atta
ched
to
an
y cl
ass
(unl
ess
othe
rwis
e pr
ovid
ed b
y th
e te
rms
of i
ssue
of
the
shar
es o
f th
at c
lass
in
clud
ing
that
of p
refe
renc
e sh
areh
olde
rs)
may
, onl
y w
heth
er o
r no
t th
e C
ompa
ny i
s b
eing
wou
nd u
p,
be m
ade
or
varie
d a
s th
e c
ase
may
be,
with
the
sanc
tion
of a
sp
ecia
l res
olut
ion
pass
ed a
t a s
epar
ate
mee
ting
of th
e ho
lder
s of
th
e sh
ares
of
the
clas
s, PR
OV
IDED
ALW
AY
S th
at w
here
the
nece
ssar
y m
ajor
ity f
or s
uch
a sp
ecia
l res
olut
ion
is n
ot o
btai
ned
at th
e m
eetin
g, c
onse
nt in
writ
ing
if ob
tain
ed fr
om th
e ho
lder
s of
thre
e-fo
urth
s (3
/4)
of t
he p
refe
renc
e sh
ares
con
cern
ed w
ithin
tw
o (2
) mon
ths
of th
e m
eetin
g, s
hall
be a
s va
lid a
nd e
ffec
tual
as
a sp
ecia
l res
olut
ion
carr
ied
at th
e m
eetin
g.
28 29
25
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
reso
lutio
n ca
rrie
d at
the
mee
ting.
(b
) Th
e pr
ovis
ions
of
thes
e A
rticl
es r
elat
ing
to g
ener
al
mee
tings
app
ly s
o fa
r as
they
are
cap
able
of a
pplic
atio
n an
d m
utat
is m
utan
dis
to e
very
suc
h se
para
te m
eetin
g ex
cept
th
at-
(i)
a qu
orum
is
cons
titut
ed b
y th
ree
(3)
pers
ons
who
, be
twee
n th
em, h
old
or r
epre
sent
by
prox
y on
e-th
ird o
f th
e is
sued
shar
es o
f cla
ss; a
nd
(ii)
any
hold
er o
f sh
ares
of
the
clas
s, pr
esen
t in
pers
on
or b
y pr
oxy
may
dem
and
a po
ll.
(c)
The
right
s co
nfer
red
upon
the
hold
ers
of th
e sh
ares
of
any
cla
ss i
ssue
d w
ith p
refe
rred
or
othe
r rig
hts
shal
l, un
less
oth
erw
ise
expr
essl
y pr
ovid
ed b
y th
e te
rms o
f iss
ue o
f sh
ares
of t
hat c
lass
, be
deem
ed to
be
varie
d by
the
crea
tion
or i
ssue
of
furth
er s
hare
s ra
nkin
g eq
ually
with
the
firs
t-m
entio
ned
shar
es.
(d)
To e
very
spe
cial
res
olut
ion
the
prov
isio
ns o
f th
e A
ct sh
all w
ith su
ch a
dapt
ion
as a
re n
eces
sary
app
ly.
(b)
The
prov
isio
ns
of
thes
e A
rticl
es t
his
Con
stitu
tion
rela
ting
to g
ener
al m
eetin
gs a
pply
so
far
as th
ey a
re c
apab
le o
f ap
plic
atio
n an
d m
utat
is m
utan
dis t
o ev
ery
such
sepa
rate
mee
ting
exce
pt th
at-
(i)
a qu
orum
is
cons
titut
ed b
y th
ree
(3)
pers
ons
who
, be
twee
n th
em, h
old
or re
pres
ent b
y pr
oxy
one-
third
of t
he is
sued
sh
ares
of t
he c
lass
; and
(ii
) an
y ho
lder
of s
hare
s of t
he c
lass
, pre
sent
in p
erso
n or
by
prox
y m
ay d
eman
d a
poll.
(c
) Th
e rig
hts
conf
erre
d up
on t
he h
olde
rs o
f th
e sh
ares
of
any
clas
s is
sued
with
pre
ferr
ed o
r ot
her
right
s sh
all,
unle
ss
othe
rwis
e ex
pres
sly
prov
ided
by
the
term
s of
issu
e of
sha
res
of
that
cla
ss, b
e de
emed
to
be v
arie
d by
the
cre
atio
n or
iss
ue o
f fu
rther
shar
es ra
nkin
g eq
ually
with
the
first
-men
tione
d sh
ares
. (d
) To
eve
ry s
peci
al r
esol
utio
n th
e pr
ovis
ions
of
the
Act
sh
all w
ith su
ch a
dapt
atio
n as
are
nec
essa
ry a
pply
. (e
) For
the
purp
oses
of t
his R
ule
—
(i) w
here
a p
erso
n is
rep
rese
nted
by
a pr
oxy
or p
roxi
es, h
e is
trea
ted
as h
oldi
ng o
nly
the
shar
es h
eld
in r
espe
ct o
f w
hich
th
e pr
oxy
or p
roxi
es a
re a
utho
rise
d to
exe
rcise
vot
ing
righ
ts;
(ii)
any
amen
dmen
t of
a
prov
ision
co
ntai
ned
in
this
Con
stitu
tion
for
the
vari
atio
n of
the
rig
hts
atta
ched
to
a cl
ass
of s
hare
s or
the
rig
hts
of a
cla
ss o
f M
embe
rs, o
r th
e
30
26
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
inse
rtio
n of
any
such
pro
visi
on in
to th
is C
onst
itutio
n, is
itse
lf to
be
trea
ted
as a
var
iatio
n of
thos
e ri
ghts
; and
(ii
i) re
fere
nces
to th
e va
riat
ion
of r
ight
s att
ache
d to
a c
lass
of
shar
es o
r a
clas
s of
Mem
bers
inc
lude
ref
eren
ces
to t
he
abro
gatio
n.
(f) A
var
iatio
n of
cla
ss r
ight
s sh
all t
ake
effe
ct in
acc
orda
nce
with
the
Act
.
SHA
RE
CA
PIT
AL
7.
Sh
are
Capi
tal
Aut
horis
ed sh
are
capi
tal
The
auth
oris
ed c
apita
l of t
he C
ompa
ny is
Rin
ggit
Mal
aysi
a Fi
ve H
undr
ed M
illio
n (R
M50
0,00
0,00
0-00
) di
vide
d in
to
Two
Bill
ion
and
Five
Hun
dred
Mill
ion
(2,5
00,0
00,0
00)
ordi
nary
shar
es o
f Sen
Tw
enty
(RM
0.20
) eac
h.
13.
Shar
e Ca
pita
l A
utho
rised
shar
e ca
pita
l Th
e au
thor
ised
cap
ital o
f the
Com
pany
is R
ingg
it M
alay
sia
Five
H
undr
ed M
illio
n (R
M50
0,00
0,00
0-00
) div
ided
into
Tw
o B
illio
n an
d Fi
ve H
undr
ed M
illio
n (2
,500
,000
,000
) or
dina
ry s
hare
s of
Se
n Tw
enty
(RM
0.20
) eac
h.
(1) S
hare
s in
the
Com
pany
may
–
(a)
be is
sued
in d
iffer
ent c
lass
es;
(b)
be r
edee
mab
le in
acc
orda
nce
with
the
Act
; (c
) co
nfer
pre
fere
ntia
l rig
hts
to d
istri
butio
ns o
f c
apita
l or
inco
me;
(d
) co
nfer
spec
ial,
limite
d or
con
ditio
nal v
otin
g ri
ghts
; or
(e)
not c
onfe
r vo
ting
righ
ts.
[New
Rul
e]
14.
(a) S
ubje
ct to
Rul
e 14
(b),
the
Dir
ecto
rs sh
all n
ot e
xerc
ise a
ny
pow
er to
–
30 31
27
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(i) a
llot s
hare
s in
the
Com
pany
; (ii
) gr
ant r
ight
s to
subs
crib
e fo
r sh
ares
in th
e C
ompa
ny ;
(iii)
conv
ert
any
secu
ritie
s in
to s
hare
s in
the
Com
pany
; or
(iv
) allo
t sha
res u
nder
an
agre
emen
t or
optio
n or
off
er,
unle
ss t
he p
rior
app
rova
l by
way
of
ordi
nary
res
olut
ion
of
the
Com
pany
has
bee
n ob
tain
ed.
(b)
Save
whe
re a
n iss
ue o
f sh
ares
or
othe
r co
nver
tible
se
curi
ties
depa
rts
from
any
of
the
appl
icab
le r
equi
rem
ents
st
ipul
ated
in
para
grap
h 6.
04 o
f th
e L
istin
g R
equi
rem
ents
, th
e re
quir
emen
t in
Rul
e 14
(a) s
hall
not a
pply
to –
(i)
an a
llotm
ent o
f sha
res o
r gr
ant o
f rig
hts p
ursu
ant t
o an
off
er m
ade
to M
embe
rs o
f th
e C
ompa
ny i
n pr
opor
tion
to th
e M
embe
rs’ s
hare
hold
ings
; (ii
) an
allo
tmen
t of s
hare
s or
gran
t of r
ight
s pur
suan
t to
a bo
nus i
ssue
of s
hare
s to
Mem
bers
of t
he C
ompa
ny
in p
ropo
rtio
n to
the
Mem
bers
’ sha
reho
ldin
gs;
(iii)
an
allo
tmen
t of
sh
ares
to
a
prom
oter
of
th
e C
ompa
ny th
at th
e pr
omot
er h
as a
gree
d to
take
; or
(iv)
shar
es w
hich
are
to
be i
ssue
d as
con
sider
atio
n or
pa
rt c
onsi
dera
tion
for
the
acqu
isitio
n of
sha
res
or
asse
ts b
y th
e C
ompa
ny a
nd t
he M
embe
rs o
f th
e C
ompa
ny h
ave
been
not
ified
of
the
inte
ntio
n to
is
sue
the
shar
es a
t le
ast
four
teen
(14
) da
ys b
efor
e th
e iss
ue o
f the
shar
es.
32
28
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(c)
For
the
purp
oses
of
Rul
e 14
(b)(
iv),
Mem
bers
of
the
Com
pany
ar
e de
emed
to
ha
ve
been
no
tifie
d of
th
e C
ompa
ny’s
inte
ntio
n to
issu
e sh
ares
if –
(i)
a co
py o
f th
e st
atem
ent
expl
aini
ng t
he p
urpo
se o
f th
e in
tend
ed is
sue
of s
hare
s ha
s be
en s
ent
to e
very
M
embe
r at
his
last
kno
wn
addr
ess
acco
rdin
g to
the
Reg
iste
r; a
nd
(ii)
the
copy
of t
he st
atem
ent h
as b
een
adve
rtis
ed in
one
(1
) w
idel
y ci
rcul
ated
new
spap
er i
n M
alay
sia
in
Bah
asa
Mal
aysi
a an
d on
e (1
) w
idel
y ci
rcul
ated
ne
wsp
aper
in M
alay
sia
in th
e E
nglis
h la
ngua
ge.
8.
(a) S
peci
al R
ight
s (i)
W
ithou
t pr
ejud
ice
to a
ny s
peci
al r
ight
s pr
evio
usly
co
nfer
red
on th
e ho
lder
s of
any
exi
stin
g sh
ares
or
clas
s of
sh
ares
, any
sha
re in
the
Com
pany
may
be
issu
ed w
ith s
uch
pref
erre
d,
defe
rred
or
ot
her
spec
ial
right
s or
su
ch
rest
rictio
ns, w
heth
er in
rega
rd to
div
iden
d, v
otin
g re
turn
of
capi
tal o
r oth
erw
ise
as th
e C
ompa
ny m
ay fr
om ti
me
to ti
me
by o
rdin
ary
reso
lutio
n de
term
ined
.
(ii)
If th
e C
ompa
ny a
t an
y tim
e is
sues
pre
fere
nce
capi
tal,
it sh
all i
ndic
ate
at th
e sa
me
time
whe
ther
it re
serv
es
the
right
to is
sue
furth
er p
refe
renc
e ca
pita
l ran
king
equ
ally
w
ith o
r in
prio
rity
to p
refe
renc
e sh
ares
alre
ady
issu
ed.
15.
Pref
eren
ce sh
ares
(a
) Spe
cial
Rig
hts
(i)
With
out
prej
udic
e to
an
y sp
ecia
l rig
hts
prev
ious
ly
conf
erre
d on
the
hol
ders
of
any
exis
ting
shar
es o
r cl
ass
of
shar
es,
any
shar
e in
the
Com
pany
may
be
issu
ed w
ith s
uch
pref
erre
d, d
efer
red
or o
ther
spe
cial
rig
hts
or s
uch
rest
rictio
ns,
whe
ther
in
rega
rd t
o di
vide
nd,
votin
g re
turn
of
capi
tal
or
othe
rwis
e as
the
Com
pany
may
fro
m ti
me
to ti
me
by o
rdin
ary
reso
lutio
n de
term
ined
.
(ii)
If th
e C
ompa
ny a
t any
tim
e is
sues
pre
fere
nce
capi
tal,
it sh
all i
ndic
ate
at th
e sa
me
time
whe
ther
it r
eser
ves
the
right
to
issu
e fu
rther
pre
fere
nce
capi
tal
rank
ing
equa
lly w
ith o
r in
pr
iorit
y to
pre
fere
nce
shar
es a
lread
y is
sued
.
32 33
29
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(b)
Red
eem
able
pre
fere
nce
shar
es
The
Com
pany
sha
ll ha
ve p
ower
to is
sue
pref
eren
ce s
hare
s ca
rryi
ng a
rig
ht to
red
empt
ion
out o
f pr
ofits
or
liabl
e to
be
rede
emed
at
th
e op
tion
of
the
Com
pany
or
to
is
sue
pref
eren
ce c
apita
l ra
nkin
g eq
ually
with
or
in p
riorit
y to
pr
efer
ence
sha
res
alre
ady
issu
ed a
nd t
he D
irect
ors
may
, su
bjec
t to
the
prov
isio
ns o
f the
Act
, red
eem
suc
h sh
ares
on
such
ter
ms
and
in s
uch
man
ner
and
eith
er a
t pa
r or
at
a pr
emiu
m a
s the
y m
ay th
ink
fit.
(c)
Shar
es to
be
unde
r con
trol o
f Dire
ctor
s (i)
Su
bjec
t to
the
prov
isio
ns o
f the
Act
and
app
rova
l of
the
shar
ehol
ders
in g
ener
al m
eetin
g, t
he s
hare
s sh
all b
e at
th
e di
spos
al o
f th
e D
irect
ors
and
they
may
allo
t, gr
ant
optio
ns o
r ot
herw
ise
disp
ose
of t
hem
to
such
per
sons
at
such
tim
es a
nd o
n su
ch te
rms
and
eith
er a
t a p
rem
ium
or a
t pa
r or a
t a d
isco
unt a
nd a
t suc
h tim
es a
s th
e D
irect
ors
thin
k fit
. (ia
) Su
bjec
t to
any
dire
ctio
n to
the
cont
rary
that
may
be
give
n by
the
Com
pany
in g
ener
al m
eetin
g, a
ll ne
w S
hare
s or
oth
er c
onve
rtibl
e Se
curit
ies s
hall,
bef
ore
issu
e, b
e of
fere
d to
Mem
bers
or s
uch
pers
ons
who
at t
he d
ate
of th
e of
fer a
re
entit
led
to r
ecei
ve n
otic
es f
rom
the
Com
pany
of
gene
ral
mee
tings
in
prop
ortio
n as
nea
rly a
s th
e ci
rcum
stan
ces
adm
it, to
the
amou
nt o
f the
exi
sting
Sha
res
or S
ecur
ities
to
whi
ch th
ey a
re e
ntitl
ed.
The
offe
r sh
all b
e m
ade
by n
otic
e sp
ecify
ing
the
num
ber
of S
hare
s or
Sec
uriti
es o
ffer
ed, a
nd
(b)
Red
eem
able
pre
fere
nce
shar
es
The
Com
pany
sha
ll ha
ve p
ower
to
issu
e pr
efer
ence
sha
res
carr
ying
a r
ight
to
rede
mpt
ion
out
of p
rofit
s or
lia
ble
to b
e re
deem
ed a
t the
opt
ion
of th
e C
ompa
ny o
r to
issu
e pr
efer
ence
ca
pita
l ran
king
equ
ally
with
or
in p
riorit
y to
pre
fere
nce
shar
es
alre
ady
issu
ed a
nd th
e D
irect
ors
may
, sub
ject
to th
e pr
ovis
ions
of
the
Act
, re
deem
suc
h sh
ares
on
such
ter
ms
and
in s
uch
man
ner a
nd e
ither
at p
ar o
r at a
pre
miu
m a
s the
y m
ay th
ink
fit.
(c)
Shar
es to
be
unde
r con
trol o
f Dire
ctor
s (i)
Su
bjec
t to
the
prov
isio
ns o
f the
Act
and
app
rova
l of t
he
shar
ehol
ders
in
gene
ral
mee
ting,
the
sha
res
shal
l be
at
the
disp
osal
of
the
Dire
ctor
s an
d th
ey m
ay a
llot,
gran
t op
tions
or
othe
rwis
e di
spos
e of
them
to s
uch
pers
ons
at s
uch
times
and
on
such
term
s and
eith
er a
t a p
rem
ium
or a
t par
or a
t a d
isco
unt a
nd
at su
ch ti
mes
as t
he D
irect
ors t
hink
fit.
(c)
Pre-
empt
ion
(ia
) (i)
Subj
ect t
o an
y di
rect
ion
to th
e co
ntra
ry th
at m
ay b
e gi
ven
by t
he C
ompa
ny i
n ge
nera
l m
eetin
g, a
ll ne
w S
hare
s or
oth
er
conv
ertib
le S
ecur
ities
sha
ll, b
efor
e is
sue,
be
offe
red
to M
embe
rs
or s
uch
pers
ons
who
at
the
date
of
the
offe
r ar
e en
title
d to
re
ceiv
e no
tices
fro
m t
he C
ompa
ny o
f ge
nera
l m
eetin
gs i
n pr
opor
tion
as n
early
as
the
circ
umst
ance
s ad
mit,
to th
e am
ount
of
the
exi
stin
g Sh
ares
or
Secu
ritie
s to
whi
ch t
hey
are
entit
led.
Th
e of
fer
shal
l be
mad
e by
not
ice
spec
ifyin
g th
e nu
mbe
r of
Sh
ares
or
Secu
ritie
s of
fere
d, a
nd l
imiti
ng a
tim
e w
ithin
whi
ch
34
30
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
limiti
ng a
tim
e w
ithin
whi
ch th
e of
fer,
if no
t acc
epte
d, w
ill
be d
eem
ed to
be
decl
ined
, and
, afte
r the
exp
iry o
f tha
t tim
e,
or o
n th
e re
ceip
t of a
n in
timat
ion
from
the
pers
on to
who
m
the
offe
r is
mad
e th
at h
e de
clin
es t
o ac
cept
the
Sha
res
or
Secu
ritie
s of
fere
d, t
he D
irect
ors
may
dis
pose
of
thos
e Sh
ares
or
Secu
ritie
s in
suc
h m
anne
r as
the
y th
ink
mos
t be
nefic
ial
to t
he C
ompa
ny.
The
Dire
ctor
s m
ay l
ikew
ise
also
dis
pose
of
any
new
Sha
res
or S
ecur
ities
whi
ch (
by
reas
on o
f the
ratio
whi
ch th
e ne
w S
hare
s or
Sec
uriti
es b
ear
to S
hare
s or
Sec
uriti
es h
eld
by p
erso
ns e
ntitl
ed to
an
offe
r of
new
Sha
res
or S
ecur
ities
) ca
nnot
, in
the
opin
ion
of t
he
Dire
ctor
s, be
con
veni
ently
off
ered
und
er th
is A
rticl
e.
(ii)
The
right
s at
tach
ing
to s
hare
s of
a c
lass
oth
er th
an
ordi
nary
shar
es sh
all b
e ex
pres
sed.
(d
) Tr
ansf
er o
f con
trolli
ng in
tere
st
(i)
The
Com
pany
sha
ll no
t is
sue
shar
es t
o tra
nsfe
r a
cont
rolli
ng i
nter
est
with
out
prio
r ap
prov
al o
f sh
areh
olde
rs
in g
ener
al m
eetin
g.
(ii)
No
Dire
ctor
shal
l par
ticip
ate
in a
n is
sue
of sh
ares
to
empl
oyee
s un
less
sha
reho
lder
s in
gen
eral
mee
ting
have
ap
prov
ed o
f th
e sp
ecifi
c al
lotm
ent
to b
e m
ade
to s
uch
Dire
ctor
. (e
) R
ight
s of p
refe
renc
e sh
areh
olde
rs
(i)
Pref
eren
ce s
hare
hold
ers
shal
l hav
e th
e sa
me
right
s as
or
dina
ry
shar
ehol
ders
as
re
gard
s re
ceiv
ing
notic
es,
the
offe
r, if
not
acce
pted
, will
be
deem
ed t
o be
dec
lined
, and
, af
ter
the
expi
ry o
f th
at ti
me,
or
on th
e re
ceip
t of
an in
timat
ion
from
the
pers
on to
who
m th
e of
fer
is m
ade
that
he
decl
ines
to
acce
pt t
he S
hare
s or
Sec
uriti
es o
ffer
ed,
the
Dire
ctor
s m
ay
disp
ose
of t
hose
Sha
res
or S
ecur
ities
in
such
man
ner
as t
hey
thin
k m
ost
bene
ficia
l to
the
Com
pany
. T
he D
irect
ors
may
lik
ewis
e al
so d
ispo
se o
f any
new
Sha
res
or S
ecur
ities
whi
ch (b
y re
ason
of
the
ratio
whi
ch th
e ne
w S
hare
s or
Sec
uriti
es b
ear
to
Shar
es o
r Sec
uriti
es h
eld
by p
erso
ns e
ntitl
ed to
an
offe
r of n
ew
Shar
es o
r Sec
uriti
es) c
anno
t, in
the
opin
ion
of th
e D
irect
ors,
be
conv
enie
ntly
off
ered
und
er th
is A
rticl
e C
onst
itutio
n.
(ii)
The
right
s at
tach
ing
to s
hare
s of
a c
lass
oth
er t
han
ordi
nary
shar
es sh
all b
e ex
pres
sed.
(d
) Tr
ansf
er o
f con
trolli
ng in
tere
st
(i)
The
Com
pany
sha
ll no
t is
sue
shar
es t
o tra
nsfe
r a
cont
rolli
ng i
nter
est
with
out
prio
r ap
prov
al o
f sh
areh
olde
rs i
n ge
nera
l mee
ting.
(ii
) N
o D
irect
or s
hall
parti
cipa
te i
n an
iss
ue o
f sh
ares
to
empl
oyee
s un
less
sh
areh
olde
rs
in
gene
ral
mee
ting
have
ap
prov
ed o
f the
spec
ific
allo
tmen
t to
be m
ade
to su
ch D
irect
or.
(e)
Rig
hts o
f pre
fere
nce
shar
ehol
ders
(i)
Pr
efer
ence
sha
reho
lder
s sh
all
have
the
sam
e rig
hts
as
ordi
nary
sha
reho
lder
s as
reg
ards
rec
eivi
ng n
otic
es,
repo
rts,
34 35
31
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
repo
rts, a
udite
d ac
coun
ts a
nd b
alan
ce s
heet
s an
d at
tend
ing
gene
ral m
eetin
gs o
f the
Com
pany
. (ii
) Th
e ho
lder
of
a pr
efer
ence
sha
re s
hall
have
a r
ight
to
vot
e in
eac
h of
the
follo
win
g ci
rcum
stan
ces,
nam
ely:
- a)
w
hen
the
divi
dend
or
part
of t
he d
ivid
end
on t
he
shar
e is
in a
rrea
rs fo
r mor
e th
an si
x (6
) mon
ths;
b)
on
a p
ropo
sal
to r
educ
e th
e sh
are
capi
tal
of t
he
Com
pany
; c)
on
a p
ropo
sal f
or t
he d
ispo
sal o
f th
e w
hole
of
the
Com
pany
’s p
rope
rty, b
usin
ess a
nd u
nder
taki
ng;
d)
on a
pro
posa
l tha
t aff
ects
the
right
s at
tach
ed to
the
shar
e;
e)
on a
pro
posa
l to
win
d-up
the
Com
pany
; and
f)
du
ring
the
win
ding
-up
of t
he C
ompa
ny.
(iii)
The
repa
ymen
t of
pre
fere
nce
capi
tal
othe
r th
an
rede
emab
le p
refe
renc
e ca
pita
l or
any
oth
er a
ltera
tion
of
pref
eren
ce s
hare
hold
ers’
righ
ts, m
ay o
nly
be m
ade
purs
uant
to
a
spec
ial
reso
lutio
n of
th
e pr
efer
ence
sh
areh
olde
rs
conc
erne
d,
prov
ided
al
way
s th
at
whe
re
the
nece
ssar
y m
ajor
ity fo
r suc
h a
spec
ial r
esol
utio
n is
not
obt
aine
d at
the
mee
ting,
con
sent
in w
ritin
g, if
obt
aine
d fr
om th
e ho
lder
s of
th
ree-
four
ths
of th
e pr
efer
ence
cap
ital c
once
rned
with
in tw
o (2
) Mon
ths o
f the
mee
ting,
shal
l be
as v
alid
and
eff
ectu
al a
s a
spec
ial r
esol
utio
n ca
rrie
d at
the
mee
ting.
audi
ted
acco
unts
and
bal
ance
she
ets
and
atte
ndin
g ge
nera
l m
eetin
gs o
f the
Com
pany
. (ii
) Th
e ho
lder
of
a pr
efer
ence
sha
re s
hall
have
a r
ight
to
vote
in e
ach
of t
he fo
llow
ing
circ
umst
ance
s, na
mel
y:-
a)
whe
n th
e di
vide
nd o
r par
t of t
he d
ivid
end
on th
e sh
are
is
in a
rrea
rs fo
r mor
e th
an si
x (6
) mon
ths;
b)
on
a
prop
osal
to
re
duce
th
e sh
are
capi
tal
of
the
Com
pany
; c)
on
a p
ropo
sal
for
the
disp
osal
of
the
who
le o
f th
e C
ompa
ny’s
pro
perty
, bus
ines
s and
und
erta
king
; d)
on
a p
ropo
sal
that
aff
ects
the
rig
hts
atta
ched
to
the
shar
e;
e)
on a
pro
posa
l to
win
d-up
the
Com
pany
; and
f)
du
ring
the
win
ding
-up
of t
he C
ompa
ny.
(i)
Pref
eren
ce s
hare
hold
ers
are
not e
ntitl
ed to
the
righ
t to
vot
e on
a r
esol
utio
n or
to a
ny r
ight
to p
artic
ipat
e be
yond
a
spec
ified
am
ount
in
any
dist
ribu
tion
whe
ther
by
way
of
divi
dend
, or
on r
edem
ptio
n, in
a w
indi
ng u
p, o
r ot
herw
ise.
(ii)
The
repa
ymen
t of
pr
efer
ence
ca
pita
l ot
her
than
re
deem
able
pr
efer
ence
ca
pita
l or
an
y ot
her
alte
ratio
n of
pr
efer
ence
sha
reho
lder
s’ ri
ghts
, may
onl
y be
mad
e pu
rsua
nt to
a
spec
ial
reso
lutio
n of
the
pre
fere
nce
shar
ehol
ders
con
cern
ed,
prov
ided
alw
ays
that
whe
re t
he n
eces
sary
maj
ority
for
suc
h a
spec
ial
reso
lutio
n is
not
obt
aine
d at
the
mee
ting,
con
sent
in
writ
ing,
if
obta
ined
fro
m t
he h
olde
rs o
f th
ree-
four
ths
of t
he
pref
eren
ce c
apita
l co
ncer
ned
with
in t
wo
(2)
mon
ths
of t
he
mee
ting,
sha
ll be
as
valid
and
eff
ectu
al a
s a
spec
ial r
esol
utio
n
36
32
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(f)
Pow
er to
diff
eren
tiate
Th
e D
irect
ors
may
, on
the
iss
ue o
f sh
ares
diff
eren
tiate
be
twee
n th
e ho
lder
s of
suc
h sh
ares
as
to th
e am
ount
of c
alls
to b
e pa
id a
nd th
e tim
es o
f pay
men
t of s
uch
calls
. (g
) Pa
ymen
t of c
omm
issi
on a
nd b
roke
rage
(i)
Th
e C
ompa
ny m
ay e
xerc
ise
the
pow
ers
to m
ake
paym
ents
by
way
of c
omm
issi
on o
r bro
kera
ge c
onfe
rred
by
the
Act
, and
in th
e m
anne
r pro
vide
d th
erei
n.
(ii)
Paym
ents
by
way
of c
omm
issi
on o
r bro
kera
ge m
ay
be s
atis
fied
by th
e pa
ymen
t of c
ash,
by
allo
tmen
t of f
ully
or
partl
y pa
id s
hare
s or
par
tly b
y th
e pa
ymen
t of
cas
h an
d pa
rtly
by th
e al
lotm
ent o
f ful
ly o
r par
tly p
aid
shar
es.
(h)
Trus
t aff
ectin
g sh
ares
Ex
cept
in re
latio
n to
any
per
son
(whe
ther
bod
y co
rpor
ate
or
othe
rwis
e) h
oldi
ng sh
are
upon
any
trus
t for
th
e G
over
nmen
t, th
e C
ompa
ny is
not
bou
nd b
y or
com
pelle
d in
an
y w
ay t
o re
cogn
ise
(whe
ther
or
not
it ha
s no
tice
of t
he
inte
rest
or
right
s co
ncer
ned)
any
equ
itabl
e, c
ontin
gent
, fu
ture
or
parti
al in
tere
st in
any
sha
re o
r un
it of
a s
hare
or
(exc
ept a
s ot
herw
ise
prov
ided
by
thes
e A
rticl
es o
r by
law
) an
y ot
her
right
in r
espe
ct o
f sh
are
exce
pt a
n ab
solu
te r
ight
of
ow
ners
hip
in th
e re
gist
ered
hol
der.
carr
ied
at th
e m
eetin
g.
(f)
Pow
er to
diff
eren
tiate
Th
e D
irect
ors
may
, on
the
issu
e of
sha
res
diff
eren
tiate
bet
wee
n th
e ho
lder
s of
suc
h sh
ares
as
to th
e am
ount
of
calls
to b
e pa
id
and
the
times
of p
aym
ent o
f suc
h ca
lls.
(g)
Paym
ent o
f com
mis
sion
and
bro
kera
ge
(i)
The
Com
pany
m
ay
exer
cise
th
e po
wer
s to
m
ake
paym
ents
by
way
of c
omm
issi
on o
r bro
kera
ge c
onfe
rred
by
the
Act
, and
in th
e m
anne
r pro
vide
d th
erei
n.
(ii)
Paym
ents
by
way
of
com
mis
sion
or
brok
erag
e m
ay b
e sa
tisfie
d by
the
paym
ent o
f cas
h, b
y al
lotm
ent o
f ful
ly o
r par
tly
paid
sha
res
or p
artly
by
the
paym
ent o
f ca
sh a
nd p
artly
by
the
allo
tmen
t of f
ully
or p
artly
pai
d sh
ares
. (h
) Tr
ust a
ffec
ting
shar
es
Exce
pt i
n re
latio
n to
any
per
son
(whe
ther
bod
y co
rpor
ate
or
othe
rwis
e) h
oldi
ng s
hare
upo
n an
y tru
st fo
r the
Gov
ernm
ent,
the
Com
pany
is n
ot b
ound
by
or c
ompe
lled
in a
ny w
ay to
reco
gnis
e (w
heth
er o
r not
it h
as n
otic
e of
the
inte
rest
or r
ight
s co
ncer
ned)
an
y eq
uita
ble,
con
tinge
nt, f
utur
e or
par
tial i
nter
est i
n an
y sh
are
or u
nit
of a
sha
re o
r (e
xcep
t as
oth
erw
ise
prov
ided
by
thes
e A
rticl
es t
his
Con
stitu
tion
or b
y la
w) a
ny o
ther
righ
t in
resp
ect
of s
hare
exc
ept a
n ab
solu
te r
ight
of
owne
rshi
p in
the
regi
ster
ed
hold
er a
nd n
o no
tice
of a
ny t
rust
exp
ress
ed,
impl
ied
or
cons
truc
tive
shal
l be
ent
ered
ont
o th
e R
egist
er o
r an
y
36 37
33
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(i)
Pow
er to
ask
for p
artic
ular
s Th
e C
ompa
ny i
s em
pow
ered
to
requ
ire a
ny m
embe
r or
tra
nsfe
ree
prio
r to
reg
istra
tion
of t
rans
fer
to f
urni
sh t
he
natu
re o
f his
sha
reho
ldin
g an
d m
ay a
lso
requ
ire a
trus
tee
or
nom
inee
to p
rovi
de s
uch
parti
cula
rs to
ena
ble
the
Com
pany
to
ide
ntify
the
ben
efic
ial
owne
rs a
nd t
he n
atur
e of
the
ir in
tere
st.
(j)
Shar
es n
ot t
o be
reg
iste
red
in t
he n
ame
of m
inor
, pe
rson
of u
nsou
nd m
ind,
etc
Sh
ares
may
be
regi
ster
ed i
n th
e na
me
of a
n in
corp
orat
ed
com
pany
or
othe
r co
rpor
ate
body
but
not
in th
e na
me
of a
m
inor
or a
per
son
of u
nsou
nd m
ind
or w
ho is
inso
lven
t or i
n th
e na
me
of a
ny fi
rm o
r par
tner
ship
. (k
) Jo
int h
olde
rs o
f sha
res t
o ho
ld a
s joi
nt te
nant
s W
here
two
or m
ore
pers
ons
are
regi
ster
ed a
s th
e ho
lder
s of
an
y sh
are,
they
shal
l be
deem
ed to
hol
d th
e
sam
e as
jo
int
tena
nts
with
ben
efit
of s
urvi
vors
hip
subj
ect
to t
he
follo
win
g pr
ovis
ions
:- (i)
Th
e C
ompa
ny s
hall
not b
e bo
und
to r
egis
ter
mor
e th
an t
hree
(3)
per
sons
as
the
hold
ers
of a
ny s
hare
exc
ept
whe
re s
uch
pers
ons
are
the
exec
utor
s or
tru
stee
s of
a
dece
ased
shar
ehol
der.
bran
ch r
egist
er.
(i)
Pow
er to
ask
for p
artic
ular
s Th
e C
ompa
ny
is
empo
wer
ed
to
requ
ire
any
Mem
ber
or
trans
fere
e pr
ior t
o re
gist
ratio
n of
tran
sfer
to fu
rnis
h th
e na
ture
of
his
shar
ehol
ding
and
may
als
o re
quire
a tr
uste
e or
nom
inee
to
prov
ide
such
par
ticul
ars
to e
nabl
e th
e C
ompa
ny to
iden
tify
the
bene
ficia
l ow
ners
and
the
natu
re o
f the
ir in
tere
st.
(j)
Shar
es n
ot to
be
regi
ster
ed in
the
nam
e of
min
or, p
erso
n of
uns
ound
min
d, e
tc
Shar
es m
ay b
e re
gist
ered
in
the
nam
e of
an
inco
rpor
ated
co
mpa
ny o
r oth
er c
orpo
rate
bod
y bu
t not
in th
e na
me
of a
min
or
or a
per
son
of u
nsou
nd m
ind
or w
ho is
inso
lven
t or i
n th
e na
me
of a
ny fi
rm o
r par
tner
ship
. (k
) Jo
int h
olde
rs o
f sha
res t
o ho
ld a
s joi
nt te
nant
s W
here
two
or m
ore
pers
ons
are
regi
ster
ed a
s th
e ho
lder
s of
any
sh
are,
they
shal
l be
deem
ed to
hol
d th
e s
ame
as j
oint
ten
ants
with
ben
efit
of su
rviv
orsh
ip su
bjec
t to
the
follo
win
g pr
ovis
ions
:- (i)
Th
e C
ompa
ny s
hall
not b
e bo
und
to r
egis
ter
mor
e th
an
thre
e (3
) per
sons
as
the
hold
ers
of a
ny s
hare
exc
ept w
here
suc
h pe
rson
s are
the
exec
utor
s or t
rust
ees o
f a d
ecea
sed
shar
ehol
der.
38
34
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(ii)
The
join
t hol
ders
of a
sha
re s
hall
be li
able
seve
rally
as
wel
l as
join
tly in
resp
ect o
f all
paym
ents
whi
ch o
ught
to
be m
ade
in re
spec
t of s
uch
shar
e.
(iii)
On
the
deat
h of
any
one
of
such
join
t hol
ders
, the
su
rviv
or
shal
l be
th
e on
ly
pers
on
reco
gnis
ed
by
the
Com
pany
as
havi
ng a
ny ti
tle to
suc
h sh
are
but t
he D
irect
ors
may
requ
ire su
ch e
vide
nce
of d
eath
as t
hey
may
dee
m fi
t. (iv
) A
ny o
ne o
f su
ch j
oint
hol
ders
may
giv
e ef
fect
ual
rece
ipts
for a
ny d
ivid
end
paya
ble
to su
ch jo
int h
olde
rs.
(v)
Onl
y th
e pe
rson
who
se n
ame
stan
ds f
irst
in t
he
Reg
iste
r of
Mem
bers
as
one
of t
he j
oint
hol
ders
of
any
shar
e sh
all
be e
ntitl
ed t
o th
e de
liver
y of
the
cer
tific
ate
rela
ting
to s
uch
shar
e or
to
rece
ive
notic
es f
rom
the
C
ompa
ny a
nd a
ny n
otic
e gi
ven
to s
uch
pers
ons
shal
l be
de
emed
not
ice
to a
ll th
e jo
int h
olde
rs.
(ii)
The
join
t hol
ders
of
a sh
are
shal
l be
liabl
e se
vera
lly a
s w
ell
as j
oint
ly i
n re
spec
t of
all
paym
ents
whi
ch o
ught
to
be
mad
e in
resp
ect o
f suc
h sh
are.
(ii
i) O
n th
e de
ath
of a
ny o
ne o
f su
ch j
oint
hol
ders
, th
e su
rviv
or s
hall
be th
e on
ly p
erso
n re
cogn
ised
by
the
Com
pany
as
havi
ng a
ny ti
tle to
such
shar
e bu
t the
Dire
ctor
s may
requ
ire su
ch
evid
ence
of d
eath
as t
hey
may
dee
m fi
t. (iv
) A
ny o
ne o
f su
ch j
oint
hol
ders
may
giv
e ef
fect
ual
rece
ipts
for a
ny d
ivid
end
paya
ble
to su
ch jo
int h
olde
rs.
(v)
Onl
y th
e pe
rson
who
se n
ame
stan
ds fi
rst i
n th
e R
egis
ter
of M
embe
rs a
s on
e of
the
joi
nt h
olde
rs o
f an
y sh
are
shal
l be
en
title
d to
the
deliv
ery
of th
e ce
rtific
ate
rela
ting
to su
ch s
hare
or
to r
ecei
ve n
otic
es f
rom
the
Com
pany
and
any
not
ice
give
n to
su
ch p
erso
ns sh
all b
e de
emed
not
ice
to a
ll th
e jo
int h
olde
rs.
C
ER
TIF
ICA
TE
9.
(a) I
ssue
of C
ertif
icat
es
The
certi
ficat
es fo
r all
shar
es s
hall
be is
sued
und
er s
eal a
nd
sign
ed b
y on
e D
irect
or a
nd c
ount
ersi
gned
by
the
Secr
etar
y or
by
a se
cond
Dire
ctor
or s
ome
othe
r per
son
appo
inte
d by
th
e D
irect
ors;
or
with
the
aut
horit
y of
a r
esol
utio
n of
the
D
irect
ors
and
subj
ect
to t
he a
ppro
val
of t
he C
ompa
ny’s
A
udito
rs f
or th
e tim
e be
ing,
suc
h ce
rtific
ate
may
be
issu
ed
unde
r th
e se
al w
ith s
uch
sign
atur
es a
ffix
ed b
y m
eans
of
som
e m
etho
d or
syst
em o
f mec
hani
cal s
igna
ture
.
- To
be
dele
ted.
38 39
35
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(b) M
embe
r ent
itled
to sh
are
certi
ficat
e Su
bjec
t to
th
e pr
ovis
ions
of
th
e A
ct,
the
Cent
ral
Dep
osito
ries
Act
and
the
Rul
es o
f th
e D
epos
itory
, ev
ery
mem
ber
shal
l be
entit
led
to r
ecei
ve w
ithin
ten
(10)
mar
ket
days
afte
r allo
tmen
t or w
ithin
fifte
en (1
5) m
arke
t day
s af
ter
lodg
emen
t of
tra
nsfe
r a
certi
ficat
e sp
ecify
ing
the
shar
es
allo
tted
or t
rans
ferr
ed t
o hi
m a
nd t
he a
mou
nt p
aid
up
ther
eon,
pro
vide
d th
at i
n th
e ca
se o
f jo
int
hold
ers
the
Com
pany
sha
ll no
t be
bou
nd t
o is
sue
mor
e th
an o
ne
certi
ficat
e to
all
the
join
t ho
lder
s an
d de
liver
y of
suc
h ce
rtific
ate
to a
ny o
ne o
f the
m s
hall
be s
uffic
ient
del
iver
y to
al
l suc
h ho
lder
s. (c
) Add
ition
al sh
are
certi
ficat
e Ev
ery
mem
ber s
hall
be e
ntitl
ed to
rece
ive
shar
e ce
rtific
ates
in
reas
onab
le d
enom
inat
ions
for h
is h
oldi
ngs i
f any
mem
ber
shal
l re
quire
mor
e th
an o
ne c
ertif
icat
e in
res
pect
of
the
shar
es r
egis
tere
d in
his
nam
e he
sha
ll pa
y su
ch f
ee n
ot
exce
edin
g R
ingg
it M
alay
sia
Thre
e (R
M3-
00)
as s
hall
be
dete
rmin
ed b
y th
e D
irect
ors,
the
Exch
ange
or
any
othe
r st
ock
exch
ange
on
whi
ch t
he C
ompa
ny’s
sha
res
are
liste
d pl
us a
ny s
tam
p du
ty le
vied
by
the
Gov
ernm
ent f
rom
tim
e to
tim
e.
10
. (a
) Is
sue
of n
ew c
ertif
icat
e in
pla
ce o
f on
e de
face
d, lo
st o
r de
stro
yed
Su
bjec
t to
th
e pr
ovis
ions
of
th
e A
ct,
the
Cent
ral
Dep
osito
ries A
ct, a
nd th
e Ru
les o
f the
Dep
osito
ry:-
(i)
If
any
certi
ficat
e is
wor
n ou
t or
defa
ced
then
upo
n
- To
be
dele
ted.
40
36
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
prod
uctio
n th
ereo
f to
the
Dire
ctor
s, th
ey m
ay o
rder
the
sa
me
to b
e ca
ncel
led
and
may
issu
e a
new
cer
tific
ate
in li
eu
ther
eof.
(ii)
If an
y ce
rtific
ate
is lo
st o
r des
troye
d or
sto
len,
then
up
on p
roof
ther
eof
to th
e sa
tisfa
ctio
n of
the
Dire
ctor
s an
d on
su
ch
inde
mni
ty
bein
g gi
ven
by
the
shar
ehol
ders
, tra
nsfe
ree,
per
sons
ent
itled
, pur
chas
er, o
r mem
ber-
com
pany
of
the
Exc
hang
e or
on
beha
lf of
its
/thei
r cl
ient
/s,
as t
he
Dire
ctor
s de
em a
dequ
ate
bein
g gi
ven
a ne
w c
ertif
icat
e in
lie
u th
ereo
f sha
ll be
issu
ed to
the
party
ent
itled
to s
uch
lost
or
des
troye
d or
stol
en c
ertif
icat
e.
(b)
Fee
and
cost
For
ever
y ce
rtific
ate
issu
ed u
nder
Sub
-arti
cle
(a)(
ii) t
here
sh
all
be p
aid
to t
he C
ompa
ny s
uch
sum
not
exc
eedi
ng
Rin
ggit
Mal
aysi
a Th
ree
(RM
3-00
) as
sha
ll be
det
erm
ined
by
the
Dire
ctor
s, th
e Ex
chan
ge o
r any
oth
er s
tock
exc
hang
e on
whi
ch th
e C
ompa
ny’s
sha
res
are
liste
d in
add
ition
to a
ll ex
pens
es
incl
udin
g ou
t-of-p
ocke
t ex
pens
es
incu
rred
in
conn
ectio
n w
ith th
e in
vest
igat
ion
by t
he c
ompa
ny o
f su
ch
loss
or d
estru
ctio
n.
(c)
Del
iver
y or
iss
ue o
f ce
rtific
ate
of s
hare
s so
ld b
y D
irect
ors
Whe
n an
y sh
ares
are
sold
by
the
Dire
ctor
s und
er th
e po
wer
s in
that
beh
alf i
n th
ese
Arti
cles
and
the
certi
ficat
e th
ereo
f has
no
t bee
n de
liver
ed u
p to
the
Com
pany
by
the
form
er h
olde
r of
the
said
sha
res,
the
Dire
ctor
s m
ay is
sue
a ne
w c
ertif
icat
e fo
r suc
h sh
ares
dis
tingu
ishi
ng it
in su
ch m
anne
r as t
hey
may
th
ink
fit fr
om th
e ce
rtific
ate
not s
o de
liver
ed u
p.
40 41
37
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
LIE
N
11.
Com
pany
to h
ave
lien
on sh
ares
and
div
iden
ds
(i)
The
Com
pany
sha
ll ha
ve a
firs
t and
par
amou
nt li
en
upon
all
shar
es (n
ot b
eing
fully
pai
d) re
gist
ered
in th
e na
me
of a
ny m
embe
r, ei
ther
alo
ne o
r joi
ntly
with
any
oth
er p
erso
n fo
r hi
s de
bts,
liabi
litie
s an
d en
gage
men
ts w
heth
er s
olel
y or
jo
intly
with
any
oth
er p
erso
n to
or
with
the
Com
pany
w
heth
er th
e pe
riod
for t
he p
aym
ent f
ulfil
men
t or d
isch
arge
, th
ereo
f sha
ll ha
ve a
ctua
lly a
rriv
ed o
r not
and
suc
h lie
n sh
all
exte
nd to
all
divi
dend
s fro
m ti
me
to ti
me
decl
ared
in re
spec
t of
suc
h sh
ares
and
suc
h am
ount
s as
the
Com
pany
may
be
calle
d up
on b
y la
w t
o pa
y in
res
pect
of
the
Shar
es o
f th
e m
embe
r or
dec
ease
d m
embe
r bu
t the
Dire
ctor
s m
ay a
t any
tim
e de
clar
e an
y sh
are
to b
e w
holly
or i
n pa
rt ex
empt
from
th
e pr
ovis
ions
of t
his A
rticl
e.
(ii)
The
Com
pany
’s li
en o
n Sh
ares
and
div
iden
ds fr
om
time
to t
ime
decl
ared
in
resp
ect
of s
uch
Shar
es,
shal
l be
re
stric
ted
to u
npai
d ca
lls a
nd in
stal
men
ts u
pon
the
spec
ific
Shar
es in
resp
ect o
f whi
ch su
ch m
oney
s are
due
and
unp
aid,
an
d to
suc
h am
ount
s as
the
Com
pany
may
be
calle
d up
on
by la
w to
pay
and
has
pai
d in
res
pect
of
the
Shar
es o
f th
e M
embe
r or
dec
ease
d M
embe
r an
d if
Shar
es w
ere
acqu
ired
unde
r an
empl
oyee
shar
e op
tion
sche
me,
am
ount
s whi
ch a
re
owed
to th
e C
ompa
ny fo
r acq
uirin
g th
em. I
n ea
ch s
uch
case
th
e lie
n ex
tend
s to
re
ason
able
in
tere
st
and
expe
nses
in
curr
ed o
n th
e un
paid
cal
ls.
16.
Com
pany
to h
ave
lien
on sh
ares
and
div
iden
ds
(i)(a
) Th
e C
ompa
ny s
hall
have
a f
irst a
nd p
aram
ount
lien
, in
prio
rity
to
any
othe
r cl
aim
, up
on a
ll sh
ares
(no
t be
ing
fully
pa
id)
regi
ster
ed i
n th
e na
me
of a
ny M
embe
r, ei
ther
alo
ne o
r jo
intly
with
any
oth
er p
erso
n fo
r hi
s de
bts,
liabi
litie
s an
d en
gage
men
ts w
heth
er s
olel
y or
join
tly w
ith a
ny o
ther
per
son
to
or w
ith t
he C
ompa
ny w
heth
er t
he p
erio
d fo
r th
e pa
ymen
t fu
lfilm
ent o
r dis
char
ge, t
here
of sh
all h
ave
actu
ally
arr
ived
or n
ot
and
such
lie
n sh
all
exte
nd t
o al
l di
vide
nds
from
tim
e to
tim
e de
clar
ed i
n re
spec
t of
suc
h sh
ares
and
suc
h am
ount
s as
the
C
ompa
ny m
ay b
e ca
lled
upon
by
law
to
pay
in r
espe
ct o
f th
e Sh
ares
of
the
Mem
ber
or d
ecea
sed
Mem
ber
but
the
Dire
ctor
s m
ay a
t an
y tim
e de
clar
e an
y sh
are
to b
e w
holly
or
in p
art
exem
pt fr
om th
e pr
ovis
ions
of t
his A
rticl
e R
ule.
( ii
)(b)
Th
e C
ompa
ny’s
lien
on
Shar
es a
nd d
ivid
ends
from
tim
e to
tim
e de
clar
ed in
resp
ect o
f suc
h Sh
ares
, sha
ll be
rest
ricte
d to
un
paid
cal
ls a
nd in
stal
men
ts u
pon
the
spec
ific
Shar
es in
resp
ect
of w
hich
suc
h m
oney
s ar
e du
e an
d un
paid
, and
to s
uch
amou
nts
as th
e C
ompa
ny m
ay b
e ca
lled
upon
by
law
to p
ay a
nd h
as p
aid
in re
spec
t of t
he S
hare
s of t
he M
embe
r or d
ecea
sed
Mem
ber a
nd
if Sh
ares
w
ere
acqu
ired
unde
r an
em
ploy
ee
shar
e op
tion
sche
me,
am
ount
s w
hich
are
ow
ed to
the
Com
pany
for a
cqui
ring
them
. In
each
suc
h ca
se th
e lie
n ex
tend
s to
rea
sona
ble
inte
rest
prof
it an
d ex
pens
es in
curr
ed o
n th
e un
paid
cal
ls.
12.
Lien
may
be
enfo
rced
by
sale
of s
hare
s Th
e D
irect
ors
may
sel
l an
y sh
ares
sub
ject
to
such
lie
n at
su
ch ti
me
or ti
mes
and
in s
uch
man
ner a
s th
ey th
ink
fit b
ut
17.
Lien
may
be
enfo
rced
by
sale
of s
hare
s Th
e D
irect
ors
may
sel
l any
sha
res
subj
ect t
o su
ch li
en a
t suc
h tim
e or
tim
es a
nd in
suc
h m
anne
r as
they
thin
k fit
but
no
sale
42
38
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
no s
ale
shal
l be
mad
e un
til s
uch
time
as t
he m
oney
s in
re
spec
t of
whi
le s
uch
lien
exis
t is
lia
ble
to b
e pr
esen
tly
fulfi
lled
or d
isch
arge
d an
d un
til a
dem
and
and
notic
e in
w
ritin
g st
atin
g th
e am
ount
due
or s
peci
fyin
g th
e lia
bilit
y or
en
gage
men
t an
d de
man
ding
pa
ymen
t or
fu
lfillm
ent
or
disc
harg
e th
ereo
f, an
d gi
ving
not
ice
of in
tent
ion
to s
ell i
n de
faul
t, sh
all
have
bee
n se
rved
on
such
mem
ber
or t
he
pers
ons
(if a
ny)
entit
led
by tr
ansm
issi
on to
the
shar
es, a
nd
defa
ult i
n pa
ymen
t, fu
lfillm
ent o
r dis
char
ge s
hall
have
bee
n m
ade
by h
im o
r th
em f
or f
ourte
en (
14)
days
afte
r su
ch
notic
e.
shal
l be
mad
e un
til s
uch
time
as th
e m
oney
s in
resp
ect o
f whi
le
such
lie
n ex
ist
is l
iabl
e to
be
pres
ently
ful
fille
d or
dis
char
ged
and
until
a d
eman
d an
d no
tice
in w
ritin
g st
atin
g th
e am
ount
due
or
sp
ecify
ing
the
liabi
lity
or
enga
gem
ent
and
dem
andi
ng
paym
ent o
r ful
fillm
ent o
r dis
char
ge th
ereo
f, an
d gi
ving
not
ice
of
inte
ntio
n to
sel
l in
def
ault,
sha
ll ha
ve b
een
serv
ed o
n su
ch
mem
ber
or th
e pe
rson
s (if
any
) en
title
d by
tran
smis
sion
to th
e sh
ares
, an
d de
faul
t in
pay
men
t, fu
lfillm
ent
or d
isch
arge
sha
ll ha
ve b
een
mad
e by
him
or
them
for
fou
rteen
(14
) da
ys a
fter
such
not
ice.
E
nfor
cing
Lie
n by
Sal
e (a
) T
he C
ompa
ny m
ay s
ell
any
shar
e ov
er w
hich
it
has
a lie
n in
such
man
ner
as th
e D
irec
tors
thin
k ap
prop
riat
e.
(b
) T
he C
ompa
ny m
ay n
ot se
ll an
y sh
ares
und
er R
ule
17(a
) un
less
–
(i)
a s
um in
res
pect
of w
hich
the
lien
exis
ts is
pre
sent
ly
paya
ble;
and
(ii)
four
teen
(14
) da
ys h
ave
expi
red
from
a w
ritt
en
notic
e gi
ven
to th
e re
gist
ered
hol
der
of th
e sh
are,
or
the
pers
on e
ntitl
ed t
o th
e sh
are
by r
easo
n of
dea
th
or b
ankr
uptc
y of
the
reg
iste
red
hold
er, s
tatin
g an
d de
man
ding
pay
men
t of
the
am
ount
in
resp
ect
of
whi
ch th
e lie
n ex
ists a
s is p
rese
ntly
pay
able
.
13.
Dire
ctor
s may
aut
horis
e tra
nsfe
r and
ent
er p
urch
aser
’s n
ame
in th
e re
gist
er
To g
ive
effe
ct to
any
such
sale
the
Dire
ctor
s may
aut
horiz
e
18.
No
amen
dmen
ts re
quire
d.
42 43
39
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
som
e pe
rson
to tr
ansf
er th
e sh
ares
sold
to th
e pu
rcha
ser a
nd
may
ent
er th
e pu
rcha
ser’
s nam
e in
the
regi
ster
as h
olde
r of
the
shar
es, a
nd th
e pu
rcha
ser s
hall
not b
e bo
und
to se
e to
th
e ap
plic
atio
n of
the
purc
hase
mon
ey, n
ot sh
all h
is ti
tle to
th
e sh
ares
be
affe
cted
by
any
irreg
ular
ity o
r inv
alid
ity in
the
proc
eedi
ngs i
n re
fere
nce
to th
e sa
le.
14
. A
pplic
atio
n of
pro
ceed
s of s
ale
The
net p
roce
eds
of a
ny s
uch
sale
sha
ll be
app
lied
first
, in
paym
ent
of a
ll co
sts
of t
he s
ale,
nex
t in
or
tow
ards
sa
tisfa
ctio
n of
the
am
ount
due
to
the
Com
pany
or
of t
he
liabi
lity
or e
ngag
emen
t, as
the
case
may
be,
and
the
bala
nce
(if a
ny) s
hall
be p
aid
to th
e m
embe
r or t
he p
erso
ns (i
f any
) en
title
d by
tran
smis
sion
to th
e sh
ares
so so
ld.
19.
No
amen
dmen
ts re
quire
d.
15.
Mem
ber
not
entit
led
to p
rivile
ges
of m
embe
rshi
p un
til a
ll ca
lls p
aid
No
mem
ber
shal
l be
entit
led
to r
ecei
ve a
ny d
ivid
end
or to
ex
erci
se a
ny p
rivile
ges a
s a m
embe
r unt
il he
shal
l hav
e pa
id
all c
alls
for t
he ti
me
bein
g du
e an
d pa
yabl
e on
eve
ry s
hare
he
ld b
y hi
m, w
heth
er a
lone
or j
oint
ly w
ith a
ny o
ther
per
son,
to
geth
er w
ith e
xpen
ses (
if an
y).
20.
Mem
ber
not e
ntitl
ed to
priv
ilege
s of
mem
bers
hip
until
all
calls
pa
id
No
Mem
ber
shal
l be
ent
itled
to
rece
ive
any
divi
dend
or
to
exer
cise
any
priv
ilege
s as
a M
embe
r unt
il he
sha
ll ha
ve p
aid
all
calls
for t
he ti
me
bein
g du
e an
d pa
yabl
e on
eve
ry s
hare
hel
d by
hi
m,
whe
ther
alo
ne o
r jo
intly
with
any
oth
er p
erso
n, t
oget
her
with
exp
ense
s (if
any)
.
CA
LL
S O
N S
HA
RE
S 16
. C
alls
(a)
The
Dire
ctor
s m
ay, f
rom
tim
e to
tim
e, m
ake
such
ca
lls a
s th
ey t
hink
fit
upon
the
mem
bers
in
resp
ect
of a
ll m
oney
s un
paid
on
any
shar
es h
eld
by t
hem
res
pect
ivel
y w
hich
, at
the
tim
e of
allo
tmen
t th
ereo
f, w
ere
not
mad
e
21.
Cal
ls (a
) Th
e D
irect
ors
may
, fro
m ti
me
to ti
me,
mak
e su
ch c
alls
as t
hey
thin
k fit
upo
n th
e M
embe
rs i
n re
spec
t of
all
mon
eys
unpa
id o
n an
y sh
ares
hel
d by
the
m r
espe
ctiv
ely
whi
ch, a
t th
e tim
e of
allo
tmen
t the
reof
, wer
e no
t mad
e pa
yabl
e at
fixe
d tim
es.
44
40
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
paya
ble
at fi
xed
times
. (b
) Ea
ch m
embe
r sha
ll pa
y th
e am
ount
of e
very
cal
l so
mad
e on
him
to
the
pers
ons
and
at t
he t
imes
and
pla
ces
appo
inte
d by
the
Dire
ctor
s. (c
) A
cal
l m
ay b
e m
ade
paya
ble
by i
nsta
lmen
ts a
nd
shal
l be
deem
ed to
hav
e be
en m
ade
whe
n th
e re
solu
tion
of
the
Dire
ctor
s aut
horis
ing
such
cal
l was
pas
sed.
(d
) Th
e jo
int
hold
ers
of a
sha
re s
hall
be j
oint
ly a
nd
seve
rally
liab
le to
pay
all
calls
in re
spec
t the
reof
.
(b)
Each
mem
ber
shal
l pa
y th
e am
ount
of
ever
y ca
ll so
m
ade
on h
im t
o th
e pe
rson
s an
d at
the
tim
es a
nd p
lace
s ap
poin
ted
by th
e D
irect
ors.
(b)
N
o ca
ll sh
all e
xcee
d on
e fo
urth
(1/
4) o
f th
e is
sued
pr
ice
of th
e sh
are
or b
e pa
yabl
e at
less
than
thir
ty (3
0) d
ays
from
the
dat
e fix
ed f
or t
he p
aym
ent
of t
he l
ast
prec
edin
g ca
ll.
(b)(
c)
Each
Mem
ber
shal
l pa
y th
e am
ount
of
ever
y ca
ll so
m
ade
on h
im t
o th
e pe
rson
s an
d at
the
tim
es a
nd p
lace
s ap
poin
ted
by th
e D
irect
ors.
(c)(
d)
A c
all m
ay b
e m
ade
paya
ble
by in
stal
men
ts a
nd s
hall
be
deem
ed to
hav
e be
en m
ade
whe
n th
e re
solu
tion
of th
e D
irect
ors
auth
oris
ing
such
cal
l was
pas
sed.
(d
) Th
e jo
int
hold
ers
of
a sh
are
shal
l be
joi
ntly
an
d se
vera
lly li
able
to p
ay a
ll ca
lls in
resp
ect t
here
of.
17
. N
otic
e of
cal
l (a
) Fo
urte
en (1
4) d
ays
notic
e of
any
cal
l sha
ll be
giv
en
spec
ifyin
g th
e tim
e an
d pl
ace
of p
aym
ent a
nd to
who
m su
ch
call
shal
l be
paid
. (b
) B
efor
e th
e tim
e fo
r pa
ymen
t the
Dire
ctor
s m
ay b
y no
tice
in w
ritin
g to
the
mem
bers
rev
oke
the
call
who
lly o
r in
par
t or e
xten
d th
e tim
e fo
r pay
men
t.
22.
Not
ice
of c
all
(a)
Four
teen
(14
) da
ys n
otic
e of
any
cal
l sh
all
be g
iven
sp
ecify
ing
the
time
and
plac
e of
pay
men
t and
to w
hom
such
cal
l sh
all b
e pa
id.
(b)
Bef
ore
the
time
for
paym
ent
the
Dire
ctor
s m
ay b
y no
tice
in w
ritin
g to
the
Mem
bers
rev
oke
the
call
who
lly o
r in
pa
rt or
ext
end
the
time
for p
aym
ent.
44 45
41
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
18.
Sum
s pa
yabl
e on
al
lotm
ent
or
at
fixed
tim
es
or
by
inst
alm
ents
dee
med
to b
e ca
lls
Any
sum
tha
t, by
the
ter
ms
of i
ssue
of
a sh
are
beco
mes
pa
yabl
e on
allo
tmen
t or a
t a fi
xed
date
or b
y in
stal
men
ts a
t fix
ed ti
mes
, whe
ther
on
acco
unt o
f the
nom
inal
val
ue o
f the
sh
are
or b
y w
ay o
f pre
miu
m, s
hall
for t
he p
urpo
ses
of th
ese
Arti
cles
be
deem
ed to
be
a ca
ll du
ly m
ade
and
paya
ble
on
the
date
on
whi
ch b
y th
e te
rms
of is
sue
the
sum
bec
omes
pa
yabl
e, a
nd,
in c
ase
of n
on-p
aym
ent,
all
the
rele
vant
pr
ovis
ions
of
thes
e A
rticl
es a
s to
pay
men
t of
exp
ense
s, fo
rfei
ture
or
othe
rwis
e ap
ply
as i
f th
e su
m h
ad b
ecom
e pa
yabl
e by
virt
ue o
f a c
all d
uly
mad
e an
d no
tifie
d.
23.
Sum
s pa
yabl
e on
allo
tmen
t or
at f
ixed
tim
es o
r by
inst
alm
ents
de
emed
to b
e ca
lls
Any
A s
um t
hat,
by t
he t
erm
s of
iss
ue o
f a
shar
e be
com
es
paya
ble
on a
llotm
ent o
r at a
fixe
d da
te o
r by
inst
alm
ents
at f
ixed
tim
es, w
heth
er o
n ac
coun
t of
the
nom
inal
val
ue o
f th
e sh
are
or
by w
ay o
f pre
miu
m, s
hall
for t
he p
urpo
ses
of th
ese
Arti
cles
this
C
onst
itutio
n be
dee
med
to b
e a
call
duly
mad
e an
d pa
yabl
e on
th
e da
te o
n w
hich
by
the
term
s of
issu
e th
e su
m o
f th
e sh
ares
be
com
es p
ayab
le, a
nd, i
n ca
se o
f no
n-pa
ymen
t, al
l the
rel
evan
t pr
ovis
ions
of
thes
e A
rticl
es t
his
Con
stitu
tion
as to
pay
men
t of
expe
nses
, fo
rfei
ture
or
othe
rwis
e ap
ply
as i
f th
e su
m h
ad
beco
me
paya
ble
by v
irtue
of a
cal
l dul
y m
ade
and
notif
ied.
19.
Proo
f of d
ebt
On
the
trial
or h
earin
g of
any
act
ion
for t
he re
cove
ry o
f any
m
oney
due
for
any
cal
l, it
shal
l be
suff
icie
nt to
pro
ve th
at
the
nam
e of
the
mem
ber
sued
is e
nter
ed in
the
Reg
iste
r of
M
embe
rs a
s the
hol
der o
r one
of t
he h
olde
rs o
f the
shar
es in
re
spec
t of
whi
ch s
uch
debt
acc
rued
tha
t th
e re
solu
tion
mak
ing
the
call
is d
uly
reco
rded
in th
e m
inut
e bo
ok a
nd th
at
notic
e of
suc
h ca
ll w
as d
uly
give
n to
the
mem
ber
sued
in
purs
uanc
e of
thes
e A
rticl
es; a
nd it
sha
ll no
t be
nece
ssar
y to
pr
ove
the
appo
intm
ent o
f the
Dire
ctor
s w
ho m
ade
such
cal
l, no
r th
at th
e m
eetin
g at
whi
ch a
ny c
all w
as m
ade
was
dul
y co
nven
ed a
nd c
onst
itute
d no
r any
oth
er m
atte
rs w
hats
oeve
r, bu
t th
e pr
oof
of t
he m
atte
rs a
fore
said
sha
ll be
con
clus
ive
evid
ence
of t
he d
ebt.
24.
Proo
f of d
ebt
On
the
trial
or
hear
ing
of a
ny a
ctio
n fo
r th
e re
cove
ry o
f an
y m
oney
due
for
any
cal
l, it
shal
l be
suff
icie
nt to
pro
ve th
at th
e na
me
of t
he M
embe
r su
ed i
s en
tere
d in
the
Reg
iste
r as
the
ho
lder
or
one
of t
he h
olde
rs o
f th
e sh
ares
in
resp
ect o
f w
hich
su
ch d
ebt
accr
ued
that
the
res
olut
ion
mak
ing
the
call
is d
uly
reco
rded
in
the
min
ute
book
and
tha
t no
tice
of s
uch
call
was
du
ly g
iven
to
the
Mem
ber
sued
in p
ursu
ance
of
thes
e A
rticl
es
Rul
es; a
nd it
sha
ll no
t be
nece
ssar
y to
pro
ve th
e ap
poin
tmen
t of
the
Dire
ctor
s w
ho m
ade
such
cal
l, no
r tha
t the
mee
ting
at w
hich
an
y ca
ll w
as m
ade
was
dul
y co
nven
ed a
nd c
onst
itute
d no
r an
y ot
her m
atte
rs w
hats
oeve
r, bu
t the
pro
of o
f the
mat
ters
afo
resa
id
shal
l be
conc
lusi
ve e
vide
nce
of th
e de
bt.
46
42
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
20.
Paym
ent o
f cal
ls in
adv
ance
Th
e D
irect
ors
may
if th
ey th
ink
fit, a
ccep
t fro
m a
mem
ber
the
who
le o
r a
part
of t
he a
mou
nt u
npai
d on
a s
hare
al
thou
gh n
o pa
rt of
that
am
ount
has
bee
n ca
lled
up.
25.
Paym
ent o
f cal
ls in
adv
ance
Th
e D
irect
ors
may
if th
ey th
ink
fit, a
ccep
t fro
m a
Mem
ber
the
who
le o
r a p
art o
f the
am
ount
unp
aid
on a
shar
e al
thou
gh n
o pa
rt of
that
am
ount
has
bee
n ca
lled
up.
21.
Cap
ital p
aid
on sh
ares
in a
dvan
ce o
f cal
ls
Cap
ital p
aid
on sh
ares
in a
dvan
ce o
f cal
ls sh
all b
e tre
ated
as
a lo
an t
o th
e C
ompa
ny a
nd n
ot a
s pa
rt of
its
cap
ital
and
shal
l be
rep
ayab
le a
t an
ytim
e if
the
Dire
ctor
s so
dec
ide.
Su
ch c
apita
l sh
all
not
carr
y in
tere
st o
r co
nfer
a r
ight
to
parti
cipa
te in
pro
fits.
26.
Cap
ital p
aid
on sh
ares
in a
dvan
ce o
f cal
ls
(a) C
apita
l pai
d on
sha
res
in a
dvan
ce o
f cal
ls s
hall
be tr
eate
d as
a
loan
to th
e C
ompa
ny a
nd n
ot a
s pa
rt of
its
capi
tal a
nd s
hall
be
repa
yabl
e at
any
time
if th
e D
irect
ors
so d
ecid
e. S
uch
capi
tal
shal
l no
t, ca
rry
inte
rest
or
unle
ss a
ll ca
lls o
r ot
her
sum
s pr
esen
tly p
ayab
le b
y th
e M
embe
r in
res
pect
of h
is sh
are
has
been
pai
d, c
onfe
r a ri
ght t
o pa
rtici
pate
in p
rofit
s. (b
) U
pon
all o
r an
y pa
rt o
f th
e m
oney
adv
ance
d is
rece
ived
by
the
Dir
ecto
rs f
rom
the
Mem
ber
beco
me
paya
ble,
the
C
ompa
ny m
ay p
ay p
rofit
or
com
pens
atio
n at
a r
ate
not
exce
edin
g ei
ght p
er c
ent (
8%) p
er a
nnum
as
may
be
agre
ed
upon
bet
wee
n th
e D
irec
tors
and
the
Mem
ber
payi
ng th
e su
m
in a
dvan
ce,
unle
ss t
he C
ompa
ny i
n a
gene
ral
mee
ting
othe
rwise
dir
ects
.
22.
Diff
eren
ce in
cal
ls
The
Dire
ctor
s m
ay,
on t
he i
ssue
of
shar
es,
diff
eren
tiate
be
twee
n th
e ho
lder
s as
to th
e am
ount
of c
alls
to b
e pa
id a
nd
the
times
of p
aym
ent.
27.
No
amen
dmen
ts re
quire
d.
46 47
43
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
TR
AN
SFE
R O
F SH
AR
ES
23.
(a)
Tran
sfer
of S
ecur
ities
(i)
Su
bjec
t to
th
e re
stric
tions
co
ntai
ned
in
thes
e A
rticl
es a
nd a
s ot
herw
ise
prov
ided
und
er t
he S
ecur
ities
In
dust
ry (C
entra
l Dep
osito
ries)
Act
, 199
1 an
d th
e R
ules
and
R
egul
atio
ns m
ade
purs
uant
ther
eto,
any
list
ed s
ecur
ities
or
clas
s of
lis
ted
secu
ritie
s of
the
Com
pany
, lis
ted
on t
he
Exch
ange
, sha
ll be
tran
sfer
able
but
any
suc
h tra
nsfe
r sh
all
be e
ffec
ted
by w
ay o
f bo
ok e
ntry
by
the
Dep
osito
ry a
s de
fined
und
er th
e Se
curit
ies
Indu
stry
(Cen
tral D
epos
itorie
s)
Act
, 199
1, in
acc
orda
nce
with
the
Rul
es o
f th
e D
epos
itory
an
d,
notw
ithst
andi
ng
sect
ions
10
3 an
d 10
4 of
th
e C
ompa
nies
Act
, 196
5 bu
t sub
ject
to s
ubse
ctio
n 10
7C(2
) of
th
e C
ompa
nies
Act
, 196
5 an
d an
y ex
empt
ion
that
may
be
mad
e fr
om c
ompl
ianc
e w
ith s
ubse
ctio
n 10
7C(1
) of
the
C
ompa
nies
Act
, 19
65,
the
Com
pany
sha
ll be
pre
clud
ed
from
reg
iste
ring
and
effe
ctin
g an
y tra
nsfe
r of
the
lis
ted
secu
ritie
s whi
ch h
ave
been
dep
osite
d th
erew
ith; a
nd
(ii)
Subj
ect
to
the
rest
rictio
ns
cont
aine
d in
th
ese
Arti
cles
and
as
othe
rwis
e pr
ovid
ed u
nder
the
Sec
uriti
es
Indu
stry
(Cen
tral D
epos
itorie
s) A
ct, 1
991
and
the
Rul
es a
nd
Reg
ulat
ions
mad
e pu
rsua
nt th
eret
o, a
ny li
sted
sec
uriti
es o
r cl
ass o
f lis
ted
secu
ritie
s of t
he C
ompa
ny, l
iste
d on
any
oth
er
stoc
k ex
chan
ge
(oth
er
than
th
e Ex
chan
ge)
shal
l be
tra
nsfe
rabl
e bu
t eve
ry s
uch
trans
fer
shal
l be
effe
cted
in th
e m
anne
r an
d fo
rm a
s ap
prov
ed a
nd p
resc
ribed
fro
m ti
me
to
time
by a
ny su
ch st
ock
exch
ange
.
28.
(a)
Tran
sfer
of S
ecur
ities
(i)
Su
bjec
t to
the
res
trict
ions
con
tain
ed i
n th
ese
Arti
cles
th
is
Con
stitu
tion
and
as
othe
rwis
e pr
ovid
ed
unde
r th
e Se
curit
ies
Indu
stry
(C
entra
l D
epos
itorie
s) A
ct,
1991
and
the
R
ules
an
d Re
gula
tions
m
ade
purs
uant
th
eret
o,
any
liste
d se
curit
ies
or c
lass
of l
iste
d se
curit
ies
of th
e C
ompa
ny, l
iste
d on
th
e Ex
chan
ge, s
hall
be tr
ansf
erab
le b
ut a
ny su
ch tr
ansf
er sh
all b
e ef
fect
ed b
y w
ay o
f bo
ok e
ntry
by
the
Dep
osito
ry a
s de
fined
un
der
the
Secu
ritie
s In
dust
ry (
Cen
tral D
epos
itorie
s) A
ct, 1
991,
in
ac
cord
ance
w
ith
the
Rul
es
of
the
Dep
osito
ry
and,
no
twith
stan
ding
sec
tions
103
and
104
of
the
Com
pani
es A
ct,
1965
but
sub
ject
to s
ubse
ctio
n 10
7C(2
) of
the
Com
pani
es A
ct,
1965
and
any
exe
mpt
ion
that
may
be
mad
e fr
om c
ompl
ianc
e w
ith s
ubse
ctio
n 10
7C(1
) of
the
Com
pani
es A
ct, 1
965,
sec
tions
10
5, 1
06, a
nd 1
10 o
f the
Act
but
sub
ject
to s
ubse
ctio
n 14
8(2)
of
the
Act
an
d an
y ex
empt
ion
that
may
be
mad
e fr
om
com
plia
nce
with
sub
sect
ion
148(
1) o
f th
e A
ct, t
he C
ompa
ny
shal
l be
prec
lude
d fr
om re
gist
erin
g an
d ef
fect
ing
any
trans
fer o
f th
e lis
ted
secu
ritie
s whi
ch h
ave
been
dep
osite
d th
erew
ith; a
nd
(ii)
Subj
ect t
o th
e re
stric
tions
con
tain
ed in
thes
e A
rticl
e th
is C
onst
itutio
n an
d as
oth
erw
ise
prov
ided
und
er t
he S
ecur
ities
In
dust
ry (
Cen
tral
Dep
osito
ries)
Act
, 19
91 a
nd t
he R
ules
and
R
egul
atio
ns m
ade
purs
uant
ther
eto,
any
list
ed s
ecur
ities
or c
lass
of
lis
ted
secu
ritie
s of
the
Com
pany
, lis
ted
on a
ny o
ther
sto
ck
exch
ange
(ot
her
than
the
Exc
hang
e) s
hall
be t
rans
fera
ble
but
ever
y su
ch tr
ansf
er s
hall
be e
ffec
ted
in th
e m
anne
r and
form
as
appr
oved
and
pre
scrib
ed f
rom
tim
e to
tim
e by
any
suc
h st
ock
exch
ange
.
48
44
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(b)
No
rest
rictio
n on
fully
pai
d sh
ares
Su
bjec
t to
Arti
cles
5 a
nd 2
9, th
ere
shal
l be
no re
stric
tion
on
the
trans
fer
of f
ully
pai
d sh
ares
whi
ch a
re l
iste
d on
the
Ex
chan
ge
or
any
othe
r st
ock
exch
ange
ex
cept
w
here
re
quire
d by
law
and
the
Rul
es o
f th
e D
epos
itory
(w
ith
resp
ect t
o tra
nsfe
r of D
epos
ited
Secu
rity)
. (c
) R
efus
al to
tran
sfer
Th
e D
irect
ors
may
dec
line
to re
gist
er a
ny tr
ansf
er o
f sha
res
or s
tock
(not
bei
ng a
fully
pai
d sh
are)
or s
tock
in re
spec
t of
whi
ch a
cal
l ha
s be
en m
ade
and
is u
npai
d to
a p
erso
n of
w
hom
they
sha
ll no
t app
rove
, and
they
may
als
o de
clin
e to
re
gist
er th
e tra
nsfe
r of a
sha
re o
n w
hich
the
Com
pany
has
a
lien
or th
e tra
nsfe
r of a
sha
re to
whi
ch th
e re
stric
tions
und
er
Arti
cle
25 a
nd 2
9 ap
plie
s. (d
) Jo
int h
olde
rs
The
Dire
ctor
s m
ay re
fuse
to re
gist
er m
ore
than
3 p
erso
ns a
s jo
int h
olde
rs e
xcep
t the
regi
stra
tion
of e
xecu
tors
or t
rust
ees
of a
dec
ease
d sh
areh
olde
r. (e
) N
otic
e of
refu
sal f
or re
gist
ratio
n If
in t
he e
xerc
ise
of i
ts r
ight
s un
der
this
Arti
cle,
the
D
irect
ors
refu
se to
reg
iste
r a
trans
fer
they
sha
ll w
ithin
ten
(b)
No
rest
rictio
n on
fully
pai
d sh
ares
Su
bjec
t to
Arti
cles
5 a
nd 2
9, t
his
Con
stitu
tion,
the
Cen
tral
D
epos
itori
es A
ct, a
nd th
e R
ules
of t
he D
epos
itory
, the
re s
hall
be n
o re
stric
tion
on th
e tra
nsfe
r of
ful
ly p
aid
shar
es w
hich
are
lis
ted
on t
he E
xcha
nge
or a
ny o
ther
sto
ck e
xcha
nge
exce
pt
whe
re r
equi
red
by l
aw a
nd t
he R
ules
of
the
Dep
osito
ry (
with
re
spec
t to
trans
fer o
f Dep
osite
d Se
curit
y).
(c)
Ref
usal
to tr
ansf
er
The
Cen
tral
Dep
osito
r m
ay r
efus
e to
reg
ister
any
tran
sfer
of
Dep
osite
d Se
curi
ties
if it
does
not
com
ply
with
the
Cen
tral
D
epos
itori
es A
ct o
r th
e R
ules
of t
he D
epos
itory
. Th
e D
irect
ors
may
dec
line
to r
egis
ter
any
trans
fer
of s
hare
s or
st
ock
(not
bei
ng a
fully
pai
d sh
are)
or s
tock
in re
spec
t of w
hich
a
call
has
been
mad
e an
d is
unp
aid
to a
per
son
of w
hom
they
sh
all
not
appr
ove,
and
the
y m
ay a
lso
decl
ine
to r
egis
ter
the
trans
fer
of a
sha
re o
n w
hich
the
Com
pany
has
a l
ien
or t
he
trans
fer o
f a s
hare
to w
hich
the
rest
rictio
ns u
nder
Arti
cle
25 a
nd
29 a
pplie
s. (d
) Jo
int h
olde
rs
The
Dire
ctor
s m
ay r
efus
e to
reg
iste
r m
ore
than
3 p
erso
ns a
s jo
int h
olde
rs e
xcep
t the
regi
stra
tion
of e
xecu
tors
or t
rust
ees
of a
de
ceas
ed sh
areh
olde
r. (e
) N
otic
e of
refu
sal f
or re
gist
ratio
n If
in t
he e
xerc
ise
of it
s rig
hts
unde
r th
is A
rticl
e, t
he D
irect
ors
refu
se t
o re
gist
er a
tra
nsfe
r th
ey s
hall
with
in t
en (
10)
mar
ket
48 49
45
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(10)
mar
ket
days
afte
r th
e da
te o
n w
hich
the
tra
nsfe
r w
as
lodg
ed w
ith th
e C
ompa
ny s
end
to th
e tra
nsfe
ror
and
to th
e tra
nsfe
ree
notic
e of
the
refu
sal.
(f)
Tran
sfer
to
be l
eft
at o
ffic
e an
d ev
iden
ce o
f tit
le
give
n Fo
r th
e pu
rpos
e of
regi
stra
tion
ever
y in
stru
men
t of t
rans
fer
toge
ther
with
the
certi
ficat
e sh
all b
e le
ft at
the
offic
e of
the
Com
pany
’s
regi
stra
r an
d su
ch
othe
r ev
iden
ce
as
the
Com
pany
may
requ
ire to
pro
ve th
e tit
le o
f the
tran
sfer
or o
r hi
s rig
ht to
tran
sfer
the
shar
es.
(g)
Not
ice
of tr
ansf
er to
regi
ster
ed h
olde
r B
efor
e re
gist
erin
g an
y tra
nsfe
r te
nder
ed f
or re
gist
ratio
n th
e D
irect
ors
may
, if
they
so
thin
k fit
, gi
ve n
otic
e by
let
ter
post
ed i
n th
e or
dina
ry c
ours
e to
the
reg
iste
red
hold
er t
hat
such
tran
sfer
dee
d ha
s bee
n lo
dged
and
that
unl
ess o
bjec
tion
is ta
ken,
the
trans
fer w
ill b
e re
gist
ered
and
if su
ch re
gist
ered
ho
lder
fails
to lo
dge
an o
bjec
tion
in w
ritin
g at
the
regi
ster
ed
offic
e of
the
Com
pany
with
in t
en (
10)
days
fro
m t
he
post
ing
as s
uch
notic
e to
him
, he
shal
l be
deem
ed to
hav
e ad
mitt
ed th
e va
lidity
of t
he sa
id tr
ansf
er.
days
afte
r th
e da
te o
n w
hich
the
tra
nsfe
r w
as l
odge
d w
ith t
he
Com
pany
sen
d to
the
trans
fero
r an
d to
the
trans
fere
e no
tice
of
the
refu
sal.
(f)
Tran
sfer
to b
e le
ft at
off
ice
and
evid
ence
of t
itle
give
n Fo
r th
e pu
rpos
e of
reg
istra
tion
ever
y in
stru
men
t of
tra
nsfe
r to
geth
er w
ith t
he c
ertif
icat
e sh
all
be l
eft
at t
he o
ffic
e of
the
C
ompa
ny’s
reg
istra
r an
d su
ch o
ther
evi
denc
e as
the
Com
pany
m
ay r
equi
re t
o pr
ove
the
title
of
the
trans
fero
r or
his
rig
ht t
o tra
nsfe
r the
shar
es.
(g)
Not
ice
of tr
ansf
er to
regi
ster
ed h
olde
r B
efor
e re
gist
erin
g an
y tra
nsfe
r te
nder
ed f
or r
egis
tratio
n th
e D
irect
ors m
ay, i
f the
y so
thin
k fit
, giv
e no
tice
by le
tter p
oste
d in
th
e or
dina
ry c
ours
e to
the
reg
iste
red
hold
er t
hat
such
tra
nsfe
r de
ed h
as b
een
lodg
ed a
nd t
hat
unle
ss o
bjec
tion
is t
aken
, th
e tra
nsfe
r w
ill b
e re
gist
ered
and
if s
uch
regi
ster
ed h
olde
r fa
ils to
lo
dge
an o
bjec
tion
in w
ritin
g at
the
reg
iste
red
offic
e of
the
C
ompa
ny w
ithin
ten
(10)
day
s fro
m th
e po
sting
as s
uch
notic
e to
hi
m, h
e sh
all b
e de
emed
to h
ave
adm
itted
the
valid
ity o
f the
said
tra
nsfe
r.
24.
Non
-liab
ility
of
Com
pany
, its
Dire
ctor
and
off
icer
s in
re
spec
t of t
rans
fer
Nei
ther
the
Com
pany
nor
its
Dire
ctor
s no
r an
y of
its
of
ficer
s sh
all
incu
r an
y lia
bilit
y fo
r re
gist
erin
g or
act
ing
upon
a t
rans
fer
of s
hare
s ap
pare
ntly
mad
e by
suf
ficie
nt
parti
es, a
lthou
gh th
e sa
me
may
, by
reas
on o
f an
y fr
aud
or
othe
r ca
use
not k
now
n to
the
Com
pany
or
its D
irect
ors
or
29.
No
amen
dmen
ts re
quire
d.
50
46
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
othe
r of
ficer
s be
lega
lly in
oper
ativ
e or
insu
ffic
ient
to p
ass
the
prop
erty
in
the
shar
es p
ropo
sed
or p
rofe
ssed
to
be
trans
ferr
ed, a
nd a
lthou
gh th
e tra
nsfe
r m
ay, a
s be
twee
n th
e tra
nsfe
ror
and
trans
fere
e, b
e lia
ble
to b
e se
t as
ide,
and
no
twith
stan
ding
tha
t th
e C
ompa
ny m
ay h
ave
notic
e th
at
such
ins
trum
ent
or t
rans
fer
was
sig
ned
or e
xecu
ted
and
deliv
ered
by
the
trans
fero
r in
bla
nk a
s to
the
nam
e of
the
tra
nsfe
ree
or t
he p
artic
ular
s of
the
sha
res
trans
ferr
ed,
or
othe
rwis
e in
def
ectiv
e m
anne
r. A
nd in
eve
ry s
uch
case
, the
pe
rson
regi
ster
ed a
s tra
nsfe
ree,
his
exe
cuto
rs, a
dmin
istra
tors
an
d as
sign
ees
alon
e sh
all b
e en
title
d to
be
reco
gnis
ed a
s th
e ho
lder
as s
uch
shar
es a
nd th
e pr
evio
us h
olde
r sha
ll, so
far a
s th
e C
ompa
ny is
con
cern
ed, h
e de
emed
to h
ave
trans
ferr
ed
his w
hole
title
ther
eto.
25.
No
trans
fer t
o m
inor
, etc
N
o tra
nsfe
r sha
ll be
mad
e to
a m
inor
or a
per
son
of u
nsou
nd
min
d or
who
is in
solv
ent o
r to
a fir
m o
r par
tner
ship
.
30.
No
amen
dmen
ts re
quire
d.
26.
(a)
Tran
sfer
rest
ricte
d to
one
cla
ss o
f sha
res
An
inst
rum
ent
of t
rans
fer
mus
t be
in
resp
ect
of o
nly
one
clas
s of s
hare
s. (b
) Fe
e on
tran
sfer
A
fee
not
exc
eedi
ng R
ingg
it M
alay
sia
Thre
e (R
M3-
00)
(exc
ludi
ng th
e st
amp
duty
) or a
ny o
ther
am
ount
as
shal
l be
dete
rmin
ed fr
om ti
me
to ti
me
by T
he E
xcha
nge
or a
ny o
ther
st
ock
exch
ange
on
whi
ch t
he C
ompa
ny’s
sha
res
are
liste
d m
ay b
e ch
arge
d fo
r eac
h tra
nsfe
r and
shal
l if r
equi
red
by th
e D
irect
ors b
e pa
id b
efor
e th
e re
gist
ratio
n th
ereo
f.
- To
be
dele
ted.
50 51
47
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
27.
Whe
n tra
nsfe
r bo
oks
and
Reg
iste
r of
Mem
bers
may
be
clos
ed
The
trans
fer b
ooks
and
Reg
iste
r of M
embe
rs a
nd d
eben
ture
ho
lder
s m
ay o
n du
e no
tice
bein
g gi
ven
as r
equi
red
by t
he
Act
and
the
Exch
ange
or
any
stoc
k ex
chan
ge o
n w
hich
the
Com
pany
’s s
hare
s ar
e lis
ted
be c
lose
d du
ring
such
tim
e or
tim
es a
s th
e D
irect
ors
thin
k fit
, not
exc
eedi
ng in
the
who
le
thirt
y da
ys in
eac
h ye
ar. A
t lea
st e
ight
een
(18)
mar
ket d
ays’
no
tice
of su
ch c
losu
re sh
all b
e gi
ven
to e
ach
stoc
k ex
chan
ge
upon
whi
ch th
e C
ompa
ny is
list
ed st
atin
g th
e pe
riod
and
the
purp
ose
or p
urpo
ses
of s
uch
clos
ure.
At
leas
t th
ree
(3)
mar
ket
days
prio
r no
tice
of s
uch
clos
ure
shal
l be
give
n to
th
e D
epos
itory
to
enab
le t
he D
epos
itory
to
prep
are
the
appr
opria
te
Rec
ord
of
Dep
osito
rs
prov
ided
w
here
th
e R
ecor
d of
Dep
osito
ries
is r
equi
red
in r
espe
ct o
f co
rpor
ate
actio
ns se
ven
(7) d
ays p
rior n
otic
e sh
all b
e gi
ven.
31.
Whe
n tra
nsfe
r boo
ks a
nd R
egis
ter o
f Mem
bers
may
be
clos
ed
The
trans
fer
book
s an
d R
egis
ter
of M
embe
rs a
nd d
eben
ture
ho
lder
s m
ay o
n du
e no
tice
bein
g gi
ven
as r
equi
red
by th
e A
ct
and
the
Exch
ange
or
an
y st
ock
exch
ange
on
w
hich
th
e C
ompa
ny’s
sha
res a
re li
sted
be
clos
ed d
urin
g su
ch ti
me
or ti
mes
as
the
Dire
ctor
s th
ink
fit, n
ot e
xcee
ding
in th
e w
hole
thirt
y da
ys
in e
ach
year
. At l
east
eig
htee
n (1
8) m
arke
t day
s’ n
otic
e of
suc
h cl
osur
e sh
all
be g
iven
to
each
sto
ck e
xcha
nge
upon
whi
ch th
e C
ompa
ny is
list
ed st
atin
g th
e pe
riod
and
the
purp
ose
or p
urpo
ses
of s
uch
clos
ure.
At
leas
t th
ree
(3)
mar
ket
days
prio
r no
tice
of
such
clo
sure
sha
ll be
giv
en t
o th
e D
epos
itory
to
enab
le t
he
Dep
osito
ry t
o pr
epar
e th
e ap
prop
riate
Rec
ord
of D
epos
itors
pr
ovid
ed w
here
the
Rec
ord
of D
epos
itorie
s is r
equi
red
in re
spec
t of
cor
pora
te a
ctio
ns se
ven
(7) d
ays p
rior n
otic
e sh
all b
e gi
ven.
TR
AN
SMIS
SIO
N O
F SH
AR
ES
28.
(a)
Dea
th o
f hol
der
In c
ase
of th
e de
ath
of a
mem
ber
the
surv
ivor
or
surv
ivor
s w
here
the
dec
ease
d w
as a
joi
nt h
olde
r, an
d th
e le
gal
pers
onal
rep
rese
ntat
ives
of
the
dece
ased
whe
re h
e w
as a
so
le h
olde
r, sh
all
be t
he o
nly
pers
on r
ecog
nise
d by
the
C
ompa
ny a
s ha
ving
any
title
to h
is in
tere
st in
the
shar
es b
ut
noth
ing
here
in c
onta
ined
sha
ll re
leas
e th
e es
tate
of
a de
ceas
ed j
oint
hol
der
from
any
lia
bilit
y in
res
pect
of
any
shar
e w
hich
had
bee
n jo
intly
hel
d by
him
with
oth
er
pers
ons.
32.
(a)
Dea
th o
f hol
der
In c
ase
of t
he d
eath
of
a M
embe
r th
e su
rviv
or o
r su
rviv
ors
whe
re t
he d
ecea
sed
was
a j
oint
hol
der,
and
the
lega
l pe
rson
al
repr
esen
tativ
es o
f th
e de
ceas
ed w
here
he
was
a s
ole
hold
er o
r de
bent
ure
hold
er, s
hall
be t
he o
nly
pers
on r
ecog
nise
d by
the
C
ompa
ny a
s ha
ving
any
titl
e to
his
int
eres
t in
the
sha
res
or
debe
ntur
e. b
ut n
othi
ng h
erei
n co
ntai
ned
shal
l rel
ease
the
esta
te
of a
dec
ease
d jo
int
hold
er f
rom
any
lia
bilit
y in
res
pect
of
any
shar
e w
hich
had
bee
n jo
intly
hel
d by
him
with
oth
er p
erso
ns.
52
48
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(b)
Rig
hts o
n de
ath
or b
ankr
uptc
y A
ny p
erso
n be
com
ing
entit
led
to a
sha
re in
con
sequ
ence
of
the
deat
h or
ban
krup
tcy
of a
m
embe
r m
ay u
pon
such
ev
iden
ce b
eing
pro
duce
d as
may
from
tim
e to
tim
e pr
oper
ly
be r
equi
red
by t
he D
irect
ors
and
subj
ect
as h
erei
nafte
r pr
ovid
ed, e
lect
eith
er to
be
regi
ster
ed h
imse
lf as
hol
der
of
the
shar
e or
to
have
som
e pe
rson
nom
inat
ed b
y hi
m
regi
ster
ed a
s th
e tra
nsfe
ree
ther
eof,
but t
he D
irect
ors
shal
l, in
eith
er c
ase,
hav
e th
e sa
me
right
to
decl
ine
or s
uspe
nd
regi
stra
tion
as th
ey w
ould
hav
e ha
d in
the
case
of a
tran
sfer
of
the
shar
e by
that
mem
ber b
efor
e hi
s de
ath
or b
ankr
uptc
y.
Prov
ided
al
way
s th
at
whe
re t
he
shar
e is
a
Dep
osite
d Se
curit
y, s
ubje
ct to
the
Rul
es o
f th
e D
epos
itory
, a tr
ansf
er
or w
ithdr
awal
of t
he s
hare
may
be
carr
ied
out b
y th
e pe
rson
be
com
ing
so e
ntitl
ed.
(c)
Elec
tion
(i)
If t
he p
erso
n so
bec
omin
g en
title
d el
ects
to
be
regi
ster
ed h
imse
lf, h
e sh
all d
eliv
er o
r sen
d to
the
Com
pany
a
notic
e in
writ
ing
sign
ed b
y hi
m s
tatin
g th
at h
e so
ele
cts,
(b)
Rig
hts o
n de
ath
or b
ankr
uptc
y A
ny p
erso
n be
com
ing
entit
led
to a
sha
re in
con
sequ
ence
of
the
deat
h or
ban
krup
tcy
of a
m
embe
r m
ay u
pon
such
evi
denc
e be
ing
prod
uced
as
may
fro
m ti
me
to ti
me
prop
erly
be
requ
ired
by th
e D
irect
ors
and
subj
ect a
s he
rein
afte
r pro
vide
d, e
lect
eith
er
to b
e re
gist
ered
him
self
as h
olde
r of
the
shar
e or
to h
ave
som
e pe
rson
nom
inat
ed b
y hi
m r
egis
tere
d as
the
tra
nsfe
ree
ther
eof,
but
the
Dire
ctor
s sh
all,
in e
ither
cas
e, h
ave
the
sam
e rig
ht t
o de
clin
e or
sus
pend
reg
istra
tion
as t
hey
wou
ld h
ave
had
in t
he
case
of
a tra
nsfe
r of
the
shar
e by
that
mem
ber
befo
re h
is d
eath
or
ban
krup
tcy.
Pro
vide
d al
way
s th
at w
here
the
sha
re i
s a
Dep
osite
d Se
curit
y, s
ubje
ct t
o th
e R
ules
of
the
Dep
osito
ry,
a tra
nsfe
r or
with
draw
al o
f th
e sh
are
may
be
carr
ied
out
by t
he
pers
on b
ecom
ing
so e
ntitl
ed.
(i) A
ny d
ocum
ent
whi
ch i
s by
law
suf
ficie
nt e
vide
nce
of
prob
ate
of t
he w
ill o
r le
tter
s of
adm
inist
ratio
n of
the
esta
te
of a
dec
ease
d pe
rson
hav
ing
been
gra
nted
to
a pe
rson
sha
ll be
acc
epte
d by
the
Com
pany
as
suff
icie
nt e
vide
nce
of t
he
gran
t. (ii
) Su
bjec
t to
th
e pr
ovisi
ons
of
this
Con
stitu
tion,
th
e C
ompa
ny a
nd t
he C
entr
al D
epos
itory
sha
ll re
gist
er t
he
pers
on
as
a sh
areh
olde
r or
de
bent
ure
hold
er
of
the
Com
pany
w
ithin
six
ty
(60)
da
ys
from
re
ceiv
ing
the
notif
icat
ion.
(c)
Elec
tion
(i)
If th
e pe
rson
so b
ecom
ing
entit
led
elec
ts to
be
regi
ster
ed
him
self,
he
shal
l de
liver
or
send
to
the
Com
pany
a n
otic
e in
w
ritin
g si
gned
by
him
sta
ting
that
he
so e
lect
s, pr
ovid
ed t
hat
52 53
49
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
prov
ided
that
whe
re th
e sh
are
is a
Dep
osite
d Se
curit
y an
d th
e pe
rson
bec
omin
g so
ent
itled
ele
cts
to h
ave
the
shar
e tra
nsfe
rred
to
him
the
afo
resa
id n
otic
e m
ust
be s
erve
d by
hi
m o
n th
e D
epos
itory
. (ii
) If
he e
lect
s to
hav
e an
othe
r pe
rson
reg
iste
red
he
shal
l te
stify
his
ele
ctio
n by
exe
cutin
g to
tha
t pe
rson
a
trans
fer o
f the
shar
e.
(iii)
All
the
limita
tions
, re
stric
tions
and
pro
visi
ons
of
thes
e A
rticl
es r
elat
ing
to t
he r
ight
to
trans
fer
and
the
regi
stra
tion
of tr
ansf
er o
f sh
ares
sha
ll be
app
licab
le to
any
su
ch n
otic
e or
tra
nsfe
r as
afo
resa
id a
s if
the
deat
h or
ba
nkru
ptcy
of
the
mem
ber
had
not o
ccur
red
and
the
notic
e or
tran
sfer
wer
e a
trans
fer s
igne
d by
that
mem
ber.
(d)
Entit
led
to sa
me
right
s (i)
W
here
the
reg
iste
red
hold
er o
f an
y sh
are
dies
or
beco
mes
ba
nkru
pt
his
pers
onal
re
pres
enta
tive
or
the
assi
gnee
of
his
esta
te, a
s th
e ca
se m
ay b
e, s
hall,
upo
n th
e pr
oduc
tion
of s
uch
evid
ence
as
may
fro
m t
ime
to t
ime
be
prop
erly
requ
ired
by th
e D
irect
ors
in th
at b
ehal
f, be
ent
itled
to
the
sam
e di
vide
nds a
nd o
ther
adv
anta
ges,
and
to th
e sa
me
right
s (w
heth
er in
rel
atio
n to
mee
tings
of
the
Com
pany
, or
to v
otin
g, o
r oth
erw
ise)
, as t
he re
gist
ered
hol
der w
ould
hav
e be
en e
ntitl
ed to
if h
e ha
d no
t die
d or
bec
ome
bank
rupt
. (ii
) W
here
two
(2)
or m
ore
pers
ons
are
join
tly e
ntitl
ed
to a
ny s
hare
in c
onse
quen
ce o
f th
e de
ath
of th
e re
gist
ered
ho
lder
the
y sh
all,
for
the
purp
oses
of
thes
e A
rticl
es,
be
whe
re th
e sh
are
or d
eben
ture
is a
Dep
osite
d Se
curit
y an
d th
e pe
rson
be
com
ing
so
entit
led
elec
ts
to
have
th
e sh
are
or
debe
ntur
e tra
nsfe
rred
to
him
the
afo
resa
id n
otic
e m
ust
be
serv
ed b
y hi
m o
n th
e D
epos
itory
. (ii
) If
he e
lect
s to
hav
e an
othe
r pe
rson
reg
iste
red
he s
hall
test
ify h
is e
lect
ion
by e
xecu
ting
to th
at p
erso
n a
trans
fer
of th
e sh
are
or d
eben
ture
, as t
he c
ase
may
be.
(ii
i) A
ll th
e lim
itatio
ns, r
estri
ctio
ns a
nd p
rovi
sion
s of
thes
e A
rticl
es t
his
Con
stitu
tion,
the
Cen
tral
Dep
osito
ries
Act
, R
ules
of
the
Dep
osito
ry,
and
the
List
ing
Req
uire
men
ts
rela
ting
to th
e rig
ht to
tran
sfer
and
the
regi
stra
tion
of tr
ansf
er o
f sh
ares
or
debe
ntur
es s
hall
be a
pplic
able
to a
ny s
uch
notic
e or
tra
nsfe
r as a
fore
said
as i
f the
dea
th o
r ban
krup
tcy
of th
e M
embe
r ha
d no
t oc
curr
ed a
nd t
he n
otic
e or
tra
nsfe
r w
ere
a tra
nsfe
r si
gned
by
that
Mem
ber.
(d)
Entit
led
to sa
me
right
s (i)
Whe
re th
e re
gist
ered
hol
der
of a
ny s
hare
or
debe
ntur
e di
es
or b
ecom
es b
ankr
upt h
is p
erso
nal r
epre
sent
ativ
e or
the
assi
gnee
of
his
est
ate,
as
the
case
may
be,
sha
ll, u
pon
the
prod
uctio
n of
su
ch e
vide
nce
as m
ay fr
om ti
me
to ti
me
be p
rope
rly re
quire
d by
th
e D
irect
ors
in t
hat
beha
lf, b
e en
title
d to
the
sam
e di
vide
nds
and
othe
r adv
anta
ges,
and
to th
e sa
me
right
s (w
heth
er in
rela
tion
to m
eetin
gs o
f the
Com
pany
, or
to v
otin
g, o
r oth
erw
ise)
, as
the
regi
ster
ed h
olde
r wou
ld h
ave
been
ent
itled
to if
he
had
not d
ied
or b
ecom
e ba
nkru
pt.
(ii)
Whe
re t
wo
(2)
or m
ore
pers
ons
are
join
tly e
ntitl
ed t
o an
y sh
are
in c
onse
quen
ce o
f th
e de
ath
of th
e re
gist
ered
hol
der
they
sha
ll, f
or th
e pu
rpos
es o
f th
ese
Arti
cles
, be
deem
ed to
be
54
50
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
deem
ed to
be
join
t hol
ders
of t
he sh
are.
(e
) (i)
W
here
(a)
the
secu
ritie
s of
the
Com
pany
are
list
ed o
n an
othe
r sto
ck e
xcha
nge;
and
(b
) th
e C
ompa
ny is
exe
mpt
ed fr
om c
ompl
ianc
e w
ith s
ectio
n 14
of
the
Secu
ritie
s In
dust
ry (
Cen
tral
Dep
osito
ries)
A
ct,
1991
or
se
ctio
n 29
of
th
e Se
curit
ies
Indu
stry
(C
entra
l D
epos
itorie
s)
(Am
endm
ent)
Act
, 199
8, a
s the
cas
e m
ay b
e, u
nder
th
e R
ules
of
the
Dep
osito
ry i
n re
spec
t of
suc
h se
curit
ies,
the
Com
pany
sha
ll, u
pon
requ
est
of a
sec
uriti
es h
olde
r, pe
rmit
a tra
nsm
issi
on o
f se
curit
ies
held
by
such
sec
uriti
es
hold
er f
rom
the
reg
iste
r of
hol
ders
mai
ntai
ned
by t
he
regi
stra
r of
the
Com
pany
in
the
juris
dict
ion
of t
he o
ther
st
ock
exch
ange
, to
the
regi
ster
of h
olde
rs m
aint
aine
d by
the
regi
stra
r of
the
Com
pany
in M
alay
sia
pro
vide
d th
at th
ere
shal
l be
no c
hang
e in
the
owne
rshi
p of
such
secu
ritie
s.
join
t hol
ders
of t
he sh
are.
(e
) (i)
W
here
(a)(
i) th
e se
curit
ies
of t
he C
ompa
ny a
re l
iste
d on
an
othe
r sto
ck e
xcha
nge;
and
(b
)(ii)
the
Com
pany
is
exem
pted
fro
m c
ompl
ianc
e w
ith s
ectio
n 14
of
the
Secu
ritie
s In
dust
ry (
Cen
tral
Dep
osito
ries)
Act
, 199
1 or
sec
tion
29 o
f th
e Se
curit
ies
Indu
stry
(C
entra
l D
epos
itorie
s)
(Am
endm
ent)
Act
, 19
98,
as t
he c
ase
may
be,
und
er t
he R
ules
of
the
Dep
osito
ry in
resp
ect o
f suc
h se
curit
ies,
the
Com
pany
sha
ll, u
pon
requ
est o
f a s
ecur
ities
hol
der,
perm
it a
trans
mis
sion
of
secu
ritie
s he
ld b
y su
ch s
ecur
ities
hol
der
from
th
e re
gist
er o
f ho
lder
s m
aint
aine
d by
the
reg
istra
r of
the
C
ompa
ny in
the
juris
dict
ion
of th
e ot
her s
tock
exc
hang
e, to
the
regi
ster
of
hold
ers
mai
ntai
ned
by th
e re
gist
rar
of th
e C
ompa
ny
in M
alay
sia
pro
vide
d th
at t
here
sha
ll be
no
chan
ge i
n th
e ow
ners
hip
of su
ch se
curit
ies.
L
IMIT
AT
ION
S O
N S
HA
RE
HO
LD
ING
S 29
. (a
) In
terp
reta
tion
In th
is A
rticl
e:-
“per
son”
incl
udes
an
indi
vidu
al, b
ody
of p
erso
ns (c
orpo
rate
or
uni
ncor
pora
te),
gove
rnm
ent a
nd
stat
utor
y bo
dy
corp
orat
ion
or a
utho
rity;
“A
ssoc
iate
” in
rel
atio
n to
any
per
son
(bel
ow r
efer
red
to in
33.
(a)
Inte
rpre
tatio
n In
this
Arti
cle
Rul
e:-
“per
son”
incl
udes
an
indi
vidu
al, b
ody
of p
erso
ns (
corp
orat
e or
un
inco
rpor
ate)
, go
vern
men
t an
d st
atut
ory
body
cor
pora
tion
or
auth
ority
; “A
ssoc
iate
” in
rel
atio
n to
any
per
son
(bel
ow r
efer
red
to in
this
54 55
51
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
this
def
initi
on a
s the
“fir
st n
amed
per
son”
), m
eans
:- (i)
a
body
cor
pora
te (w
heth
er re
gist
ered
in M
alay
sia
or
else
whe
re)
of w
hich
one
hal
f or
mor
e of
the
votin
g po
wer
ex
erci
sabl
e at
any
gen
eral
mee
ting
of t
he b
ody
corp
orat
e m
ay b
e ex
erci
sed
or c
ontro
lled,
or
of w
hich
one
hal
f or
m
ore
of th
e D
irect
ors
are
appo
inte
d (o
r ca
n be
app
oint
ed),
in e
ither
cas
e by
the
first
nam
ed p
erso
n (a
lone
or
with
any
A
ssoc
iate
of t
he fi
rst n
amed
per
son)
; or
(ii)
any
othe
r pe
rson
who
has
(w
heth
er o
r no
t in
a
man
ner
whi
ch i
s le
gally
bin
ding
) ag
reed
or
com
mitt
ed
him
self
or b
ecom
e ob
liged
or a
rran
ged
to e
xerc
ise
or re
frai
n fr
om e
xerc
isin
g an
y rig
hts
atta
chin
g to
any
sha
re,
or a
ny
pow
er t
o di
spos
e of
or
reta
in a
ny s
hare
or
any
inte
rest
th
erei
n in
acc
orda
nce
with
the
sug
gest
ions
, ins
truct
ions
or
dire
ctio
ns o
f th
e fir
st n
amed
per
son
(or
of a
ny o
ther
A
ssoc
iate
of t
he fi
rst n
amed
per
son)
. Pr
ovid
ed th
at w
here
a p
erso
n ha
s be
en a
ppoi
nted
to a
ct a
s th
e pr
oxy
for t
he fi
rst n
amed
per
son
to v
ote
at a
mee
ting
of
the
Com
pany
suc
h pr
oxy
for
the
first
nam
ed p
erso
n sh
all
not b
e th
e A
ssoc
iate
of
the
othe
r by
rea
son
sole
ly o
f su
ch
appo
intm
ent;
or
(iii)
in t
he c
ase
whe
re t
he f
irst
nam
ed p
erso
n is
a
gove
rnm
ent o
r go
vern
men
t dep
artm
ent o
r ag
ency
or
body
, su
ch g
over
nmen
t or
any
oth
er d
epar
tmen
t ag
ency
or
body
of
suc
h go
vern
men
t or
any
bod
y co
rpor
ate
whi
ch i
s an
A
ssoc
iate
of a
ny o
f the
sam
e by
virt
ue o
f (i)
abov
e; o
r (iv
) in
the
case
whe
re th
e fir
st n
amed
per
son
is a
trus
tee
of a
ny t
rust
, an
y or
all
of t
he o
ther
tru
stee
s, an
y or
all
defin
ition
as t
he “
first
nam
ed p
erso
n”),
mea
ns:-
(i)
a bo
dy c
orpo
rate
(w
heth
er r
egis
tere
d in
Mal
aysi
a or
el
sew
here
) of
whi
ch o
ne h
alf
or m
ore
of t
he v
otin
g po
wer
ex
erci
sabl
e at
any
gen
eral
mee
ting
of th
e bo
dy c
orpo
rate
may
be
exer
cise
d or
con
trolle
d, o
r of
whi
ch o
ne h
alf
or m
ore
of t
he
Dire
ctor
s ar
e ap
poin
ted
(or c
an b
e ap
poin
ted)
, in
eith
er c
ase
by
the
first
nam
ed p
erso
n (a
lone
or
with
any
Ass
ocia
te o
f th
e fir
st
nam
ed p
erso
n); o
r (ii
) an
y ot
her
pers
on w
ho h
as (
whe
ther
or
not i
n a
man
ner
whi
ch i
s le
gally
bin
ding
) ag
reed
or
com
mitt
ed h
imse
lf or
be
com
e ob
liged
or
ar
rang
ed
to
exer
cise
or
re
frai
n fr
om
exer
cisi
ng a
ny r
ight
s at
tach
ing
to a
ny s
hare
, or
any
pow
er t
o di
spos
e of
or
re
tain
an
y sh
are
or
any
inte
rest
th
erei
n in
ac
cord
ance
with
the
sugg
estio
ns, i
nstru
ctio
ns o
r dire
ctio
ns o
f the
fir
st n
amed
per
son
(or o
f any
oth
er A
ssoc
iate
of t
he fi
rst n
amed
pe
rson
). Pr
ovid
ed th
at w
here
a p
erso
n ha
s be
en a
ppoi
nted
to a
ct a
s th
e pr
oxy
for
the
first
nam
ed p
erso
n to
vot
e at
a m
eetin
g of
the
C
ompa
ny s
uch
prox
y fo
r the
firs
t nam
ed p
erso
n sh
all n
ot b
e th
e A
ssoc
iate
of t
he o
ther
by
reas
on so
lely
of s
uch
appo
intm
ent;
or
(iii)
in
the
case
w
here
th
e fir
st
nam
ed
pers
on
is
a go
vern
men
t or g
over
nmen
t dep
artm
ent o
r age
ncy
or b
ody,
suc
h go
vern
men
t or
any
oth
er d
epar
tmen
t ag
ency
or
body
of
such
go
vern
men
t or a
ny b
ody
corp
orat
e w
hich
is a
n A
ssoc
iate
of a
ny
of th
e sa
me
by v
irtue
of (
i) ab
ove;
or
(iv)
in th
e ca
se w
here
the
first
nam
ed p
erso
n is
a tr
uste
e of
an
y tru
st, a
ny o
r al
l of
the
othe
r tru
stee
s, an
y or
all
settl
ors
of
56
52
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
settl
ors
of s
uch
trust
and
any
or a
ll be
nefic
iarie
s (in
clud
ing
cont
inge
nt b
enef
icia
ries)
und
er su
ch tr
ust;
or
(v)
in th
e ca
se w
here
the
first
nam
ed p
erso
n is
a b
ody
corp
orat
e, a
ny D
irect
or o
f su
ch b
ody
corp
orat
e an
d vi
ce
vers
a;
and
any
Ass
ocia
te o
f th
e fir
st n
amed
per
son
shal
l (u
nles
s th
e D
irect
ors
othe
rwis
e de
term
ine)
be
deem
ed a
lso
to b
e an
A
ssoc
iate
of a
ll ot
her A
ssoc
iate
s of t
he fi
rst n
amed
per
son.
“c
ontro
l” m
eans
to b
e in
the
posi
tion
of s
uch
a pe
rson
as
is
the
first
nam
ed p
erso
n in
par
agra
ph (
ii) o
f “A
ssoc
iate
” ab
ove.
“f
orei
gner
s” i
nclu
des
fore
ign
corp
orat
ion
and
corp
orat
ion
unde
r for
eign
con
trol a
s def
ined
und
er A
rticl
e 2.
“p
resc
ribed
lim
it” m
eans
the
per
cent
age
limits
pre
scrib
ed
unde
r sub
-arti
cles
(b) o
r (c)
as t
he c
ase
may
be.
(b)
Tota
l num
ber o
f sha
res h
eld
by fo
reig
ners
Th
e to
tal n
umbe
r of s
hare
s tha
t may
be
held
by
fore
igne
rs a
t an
y pa
rticu
lar t
ime
shal
l not
exc
eed
thirt
y pe
rcen
t (30
%) o
f al
l th
e sh
ares
of
the
Com
pany
the
n in
iss
ue a
nd t
he
Com
pany
sha
ll m
ake
quar
terly
ann
ounc
emen
ts b
y te
lex
or
conf
irmed
fac
sim
ile t
o th
e Ex
chan
ge o
r an
y ot
her
stoc
k ex
chan
ge o
n w
hich
the
Com
pany
’s s
hare
s ar
e lis
ted
in
resp
ect o
f suc
h sh
areh
oldi
ng.
PRO
VID
ED T
HA
T w
hen
such
sha
reho
ldin
g re
ache
s th
e m
axim
um t
hirty
per
cent
(30
%)
limit
the
anno
unce
men
t in
such
tru
st a
nd a
ny o
r al
l be
nefic
iarie
s (in
clud
ing
cont
inge
nt
bene
ficia
ries)
und
er su
ch tr
ust;
or
(v)
in t
he c
ase
whe
re t
he f
irst
nam
ed p
erso
n is
a b
ody
corp
orat
e, a
ny D
irect
or o
f suc
h bo
dy c
orpo
rate
and
vic
e ve
rsa;
an
d an
y A
ssoc
iate
of
the
first
nam
ed p
erso
n sh
all
(unl
ess
the
Dire
ctor
s ot
herw
ise
dete
rmin
e)
be
deem
ed
also
to
be
an
A
ssoc
iate
of a
ll ot
her A
ssoc
iate
s of t
he fi
rst n
amed
per
son.
“c
ontro
l” m
eans
to b
e in
the
posi
tion
of s
uch
a pe
rson
as
is th
e fir
st n
amed
per
son
in p
arag
raph
(ii)
of “
Ass
ocia
te”
abov
e.
“for
eign
ers”
incl
udes
fore
ign
corp
orat
ion
and
corp
orat
ion
unde
r fo
reig
n co
ntro
l as d
efin
ed u
nder
Arti
cle
2 R
ule
8.
“pre
scrib
ed li
mit”
mea
ns th
e pe
rcen
tage
lim
its p
resc
ribed
und
er
sub-
artic
les s
ub-r
ules
(b) o
r (c)
as t
he c
ase
may
be.
(b)
Tota
l num
ber o
f sha
res h
eld
by fo
reig
ners
Th
e to
tal n
umbe
r of s
hare
s tha
t may
be
held
by
fore
igne
rs a
t any
pa
rticu
lar
time
shal
l not
exc
eed
thirt
y pe
r ce
nt (
30%
) of
all
the
shar
es o
f th
e C
ompa
ny t
hen
in i
ssue
and
the
Com
pany
sha
ll m
ake
quar
terly
ann
ounc
emen
ts b
y te
lex
or c
onfir
med
fac
sim
ile
to t
he E
xcha
nge
or a
ny o
ther
sto
ck e
xcha
nge
on w
hich
the
C
ompa
ny’s
shar
es a
re li
sted
in re
spec
t of s
uch
shar
ehol
ding
. PR
OV
IDED
TH
AT
whe
n su
ch
shar
ehol
ding
re
ache
s th
e m
axim
um t
hirty
per
cen
t (3
0%)
limit
the
anno
unce
men
t in
56 57
53
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
resp
ect o
f the
said
shar
ehol
ding
shal
l be
mad
e im
med
iate
ly.
(c)
Tota
l num
ber o
f vot
ing
right
s by
fore
igne
rs
The
tota
l num
ber o
f vot
ing
right
s th
at m
ay b
e ex
erci
sed
by
fore
igne
rs a
t any
par
ticul
ar ti
me
shal
l not
exc
eed
thirt
y pe
r ce
nt (3
0%) o
f the
tota
l vot
ing
right
s of
all
mem
bers
hav
ing
the
right
to v
ote
at g
ener
al m
eetin
gs o
f the
Com
pany
. (d
) If
it ap
pear
s to
them
that
in r
elat
ion
to a
ny p
erso
n th
e lim
itatio
ns s
et o
ut i
n (b
) an
d/or
(c)
abo
ve m
ay b
e ex
ceed
ed t
he D
irect
ors
shal
l be
ent
itled
to
refu
se t
he
regi
ster
any
sha
res
in th
e na
me
of th
at p
erso
n (o
ther
than
as
an a
llotte
e un
der a
n is
sue
of s
hare
by
way
of c
apita
lizat
ion
of p
rofit
s or
res
erve
s m
ade
purs
uant
to
thes
e A
rticl
es)
unle
ss
ther
e sh
all
first
ha
ve
been
gi
ven
to
them
a
decl
arat
ion
(in su
ch fo
rm a
s the
Dire
ctor
s sha
ll fr
om ti
me
to
time
pres
crib
e) s
tatin
g th
e to
tal
num
ber
of s
hare
s he
ld b
y th
at p
erso
n an
d hi
s A
ssoc
iate
s) a
nd t
he t
otal
vot
ing
right
s ex
erci
sabl
e) a
nd th
e to
tal v
otin
g rig
hts
exer
cisa
ble
by h
im
and
his
Ass
ocia
tes)
on
a po
ll at
gen
eral
mee
tings
of
the
Com
pany
and
the
Dire
ctor
s ar
e sa
tisfie
d as
to th
e co
nten
ts
ther
eof.
(e)
Subj
ect
to
the
prov
isio
ns
of
this
A
rticl
e,
the
Dire
ctor
s sh
all,
unle
ss
they
ha
ve
reas
on
to
belie
ve
othe
rwis
e, b
e en
title
d to
ass
ume
with
out
enqu
iry t
hat
no
pers
on
hold
s sh
ares
or
is
ca
pabl
e of
ex
erci
sing
or
co
ntro
lling
th
e ex
erci
se o
f vo
ting
right
s of
all
mem
bers
ha
ving
the
right
to v
ote
on a
pol
l at g
ener
al m
eetin
gs o
f the
C
ompa
ny m
ore
than
the
pres
crib
ed li
mit.
Nev
erth
eles
s, th
e D
irect
ors
may
at
any
time
give
not
ice
in w
ritin
g to
any
pe
rson
requ
iring
him
to m
ake
a de
clar
atio
n (in
such
form
as
resp
ect o
f the
said
shar
ehol
ding
shal
l be
mad
e im
med
iate
ly.
(c)
Tota
l num
ber o
f vot
ing
right
s by
fore
igne
rs
The
tota
l nu
mbe
r of
vot
ing
right
s th
at m
ay b
e ex
erci
sed
by
fore
igne
rs a
t any
par
ticul
ar ti
me
shal
l not
exc
eed
thirt
y pe
r cen
t (3
0%) o
f the
tota
l vot
ing
right
s of
all
Mem
bers
hav
ing
the
right
to
vot
e at
gen
eral
mee
tings
of t
he C
ompa
ny.
(d)
If it
appe
ars
to th
em t
hat i
n re
latio
n to
any
per
son
the
limita
tions
set
out
in
(b)
and/
or (
c) a
bove
may
be
exce
eded
, su
bjec
t to
the
Cen
tral
Dep
osito
ries
Act
or
the
Rul
es o
f th
e D
epos
itory
, the
Dire
ctor
s sh
all b
e en
title
d to
refu
se th
e re
gist
er
any
shar
es in
the
nam
e of
that
per
son
(oth
er th
an a
s an
allo
ttee
unde
r an
iss
ue o
f sh
are
by w
ay o
f ca
pita
lizat
ion
of p
rofit
s or
re
serv
es m
ade
purs
uant
to
thes
e A
rticl
es t
his
Con
stitu
tion)
un
less
ther
e sh
all f
irst h
ave
been
giv
en to
them
a d
ecla
ratio
n (in
su
ch f
orm
as
the
Dire
ctor
s sh
all
from
tim
e to
tim
e pr
escr
ibe)
st
atin
g th
e to
tal
num
ber
of s
hare
s he
ld b
y th
at p
erso
n an
d hi
s A
ssoc
iate
s) a
nd th
e to
tal v
otin
g rig
hts
exer
cisa
ble)
and
the
tota
l vo
ting
right
s ex
erci
sabl
e by
him
and
his
Ass
ocia
tes)
on
a po
ll at
ge
nera
l mee
tings
of t
he C
ompa
ny a
nd th
e D
irect
ors
are
satis
fied
as to
the
cont
ents
ther
eof.
(e)
Subj
ect
to t
he p
rovi
sion
s of
thi
s A
rticl
e R
ule,
the
D
irect
ors
shal
l, un
less
they
hav
e re
ason
to b
elie
ve o
ther
wis
e, b
e en
title
d to
ass
ume
with
out e
nqui
ry th
at n
o pe
rson
hol
ds s
hare
s or
is c
apab
le o
f ex
erci
sing
or
cont
rolli
ng th
e ex
erci
se o
f vo
ting
right
s of
all
Mem
bers
hav
ing
the
right
to
vote
on
a po
ll at
ge
nera
l m
eetin
gs o
f th
e C
ompa
ny m
ore
than
the
pre
scrib
ed
limit.
Nev
erth
eles
s, th
e D
irect
ors
may
at a
ny ti
me
give
not
ice
in
writ
ing
to a
ny p
erso
n re
quiri
ng h
im t
o m
ake
a de
clar
atio
n (in
su
ch fo
rm a
s the
Dire
ctor
s sha
ll pr
escr
ibe)
with
in s
uch
perio
d as
58
54
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
the
Dire
ctor
s sh
all p
resc
ribe)
with
in s
uch
perio
d as
may
be
spec
ified
in th
e no
tice
as to
the
tota
l num
ber o
f sha
res
held
by
hi
m
and
his
Ass
ocia
tes
(and
th
e na
mes
of
su
ch
Ass
ocia
tes)
and
/or
as t
o th
e sa
id v
otes
of
whi
ch h
e ca
n co
ntro
l the
exe
rcis
e an
d/or
as
to w
heth
er h
e is
an
Ass
ocia
te
of a
ny o
ther
per
son
or p
erso
ns [
and
the
nam
es o
f an
y su
ch
Ass
ocia
te(s
) or
per
son(
s)]
and
from
the
dat
e of
ser
vice
of
such
not
ice
until
the
Dire
ctor
s de
clar
e th
emse
lves
sat
isfie
d w
ith t
he c
onte
nts
of a
dec
lara
tion
rece
ived
by
them
fro
m
such
per
son
shal
l not
con
fer
any
right
to re
ceiv
e no
tices
of
or to
atte
nd o
r vot
e at
gen
eral
mee
tings
of t
he C
ompa
ny.
(f)
If w
ithin
21
days
afte
r the
giv
ing
of s
uch
notic
e as
is
refe
rred
to in
(e) a
bove
(or
such
sho
rter
or lo
nger
per
iod
as i
n al
l th
e ci
rcum
stan
ces
the
Dire
ctor
s sh
all
cons
ider
re
ason
able
and
sha
ll sp
ecify
in th
e no
tice)
the
Dire
ctor
s ar
e no
t sat
isfie
d th
at th
e pe
rson
refe
rred
to in
suc
h no
tice
give
n pu
rsua
nt to
(e) a
bove
nei
ther
hol
ds s
hare
s no
r is
capa
ble
of
exer
cisi
ng o
r con
trolli
ng th
e ex
erci
se o
f vot
ing
right
s of
all
mem
bers
hav
ing
the
right
to
vote
on
a po
ll at
gen
eral
m
eetin
gs o
f th
e C
ompa
ny e
xcee
ding
the
pre
scrib
ed l
imit,
th
e D
irect
ors
may
giv
e a
furth
er n
otic
e in
writ
ing
to s
uch
pers
on s
peci
fyin
g th
e ot
her
pers
on(s
) be
lieve
d by
the
m t
o be
Ass
ocia
tes
of s
uch
pers
on a
nd r
equi
ring
him
and
all
or
any
of h
is A
ssoc
iate
s (a
s th
e D
irect
ors
may
det
erm
ine)
(as
th
e D
irect
ors
may
det
erm
ine)
to
trans
fer
such
num
ber
of
shar
es (
‘Exc
ess
Shar
es’)
to
othe
r pe
rson
s w
ho a
re n
ot h
is
Ass
ocia
tes
as w
ill re
sult
in th
e D
irect
ors
bein
g sa
tisfie
d th
at
the
num
ber
of t
he s
hare
s he
ld b
y hi
m a
nd h
is A
ssoc
iate
s do
es n
ot e
xcee
d th
e pr
escr
ibed
lim
it no
r is
he
capa
ble
of
exer
cisi
ng o
r co
ntro
lling
the
exer
cisi
ng o
f th
e to
tal v
otin
g rig
hts
of a
ll m
embe
rs h
avin
g th
e rig
ht t
o vo
te a
t ge
nera
l m
eetin
gs o
f the
Com
pany
exc
eedi
ng th
e pr
escr
ibed
lim
it.
may
be
spec
ified
in th
e no
tice
as to
the
tota
l num
ber
of s
hare
s he
ld b
y hi
m a
nd h
is A
ssoc
iate
s (a
nd t
he n
ames
of
such
A
ssoc
iate
s) a
nd/o
r as
to th
e sa
id v
otes
of
whi
ch h
e ca
n co
ntro
l th
e ex
erci
se a
nd/o
r as
to w
heth
er h
e is
an
Ass
ocia
te o
f any
oth
er
pers
on o
r pe
rson
s [a
nd t
he n
ames
of
any
such
Ass
ocia
te(s
) or
pe
rson
(s)]
and
fro
m th
e da
te o
f se
rvic
e of
suc
h no
tice
until
the
Dire
ctor
s de
clar
e th
emse
lves
sat
isfie
d w
ith t
he c
onte
nts
of a
de
clar
atio
n re
ceiv
ed b
y th
em f
rom
suc
h pe
rson
sha
ll no
t con
fer
any
right
to
rece
ive
notic
es o
f or
to
atte
nd o
r vo
te a
t ge
nera
l m
eetin
gs o
f the
Com
pany
. (f
) If
with
in 2
1 da
ys a
fter
the
givi
ng o
f su
ch n
otic
e as
is
refe
rred
to in
(e) a
bove
(or s
uch
shor
ter o
r lon
ger p
erio
d as
in a
ll th
e ci
rcum
stan
ces
the
Dire
ctor
s sh
all
cons
ider
rea
sona
ble
and
shal
l spe
cify
in th
e no
tice)
the
Dire
ctor
s are
not
satis
fied
that
the
pers
on r
efer
red
to i
n su
ch n
otic
e gi
ven
purs
uant
to
(e)
abov
e ne
ither
hol
ds s
hare
s no
r is
capa
ble
of e
xerc
isin
g or
con
trolli
ng
the
exer
cise
of v
otin
g rig
hts
of a
ll M
embe
rs h
avin
g th
e rig
ht to
vo
te o
n a
poll
at g
ener
al m
eetin
gs o
f th
e C
ompa
ny e
xcee
ding
th
e pr
escr
ibed
lim
it, th
e D
irect
ors
may
giv
e a
furth
er n
otic
e in
w
ritin
g to
suc
h pe
rson
spe
cify
ing
the
othe
r pe
rson
(s)
belie
ved
by th
em to
be
Ass
ocia
tes
of s
uch
pers
on a
nd re
quiri
ng h
im a
nd
all o
r any
of h
is A
ssoc
iate
s (as
the
Dire
ctor
s m
ay d
eter
min
e) (a
s th
e D
irect
ors
may
det
erm
ine)
to tr
ansf
er s
uch
num
ber o
f sha
res
(‘Ex
cess
Sha
res’
) to
othe
r per
sons
who
are
not
his
Ass
ocia
tes
as
will
resu
lt in
the
Dire
ctor
s bei
ng s
atis
fied
that
the
num
ber o
f the
sh
ares
hel
d by
him
and
his
Ass
ocia
tes
does
not
exc
eed
the
pres
crib
ed l
imit
nor
is h
e ca
pabl
e of
exe
rcis
ing
or c
ontro
lling
th
e ex
erci
sing
of
the
tota
l vot
ing
right
s of
all
Mem
bers
hav
ing
the
right
to v
ote
at g
ener
al m
eetin
gs o
f the
Com
pany
exc
eedi
ng
the
pres
crib
ed li
mit.
58 59
55
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
If w
ithin
21
days
afte
r the
giv
ing
of s
uch
furth
er n
otic
e (o
r su
ch e
xten
ded
time
as in
all
the
circ
umst
ance
s th
e D
irect
ors
shal
l con
side
r rea
sona
ble)
suc
h no
tice
is n
ot c
ompl
ied
with
to
the
sat
isfa
ctio
n of
the
Dire
ctor
s, th
e D
irect
ors
may
ar
rang
e fo
r th
e C
ompa
ny t
o se
ll th
e Ex
cess
Sha
res
at t
he
best
pric
e re
ason
ably
obt
aina
ble.
For
thi
s pu
rpos
e th
e D
irect
ors
may
aut
horis
e in
writ
ing
any
offic
er o
r em
ploy
ee
of t
he C
ompa
ny t
o ex
ecut
e on
beh
alf
or t
rans
fers
of
the
Exce
ss S
hare
s to
the
purc
hase
r or p
urch
aser
s an
d m
ay is
sue
a ne
w c
ertif
icat
e to
the
purc
hase
r or p
urch
aser
s. Th
e ne
t pro
ceed
s of
the
sale
of s
uch
Exce
ss S
hare
s sh
all b
e re
ceiv
ed b
y th
e C
ompa
ny w
hose
rec
eipt
sha
ll be
a g
ood
disc
harg
e fo
r the
pur
chas
e m
oney
and
sha
ll be
pai
d ov
er b
y th
e C
ompa
ny
to
the
form
er
hold
er
or
hold
ers
upon
su
rren
der
by h
im o
r th
em o
f th
e ce
rtific
ates
for
the
Exce
ss
Shar
es, b
ut s
uch
proc
eeds
sha
ll in
no
circ
umst
ance
s ca
rry
inte
rest
aga
inst
the
Com
pany
. (g
) Th
e D
irect
ors
shal
l no
t be
req
uire
d to
giv
e an
y re
ason
s fo
r an
y de
cisi
on o
r de
clar
atio
n ta
ken
or m
ade
in
acco
rdan
ce w
ith th
is A
rticl
e.
If w
ithin
21
days
afte
r the
giv
ing
of s
uch
furth
er n
otic
e (o
r suc
h ex
tend
ed t
ime
as i
n al
l th
e ci
rcum
stan
ces
the
Dire
ctor
s sh
all
cons
ider
rea
sona
ble)
suc
h no
tice
is n
ot c
ompl
ied
with
to
the
satis
fact
ion
of th
e D
irect
ors,
the
Dire
ctor
s m
ay a
rran
ge f
or th
e C
ompa
ny to
sel
l the
Exc
ess
Shar
es a
t the
bes
t pric
e re
ason
ably
ob
tain
able
. Fo
r th
is p
urpo
se t
he D
irect
ors
may
aut
horis
e in
w
ritin
g an
y of
ficer
or
empl
oyee
of
the
Com
pany
to e
xecu
te o
n be
half
or t
rans
fers
of
the
Exce
ss S
hare
s to
the
pur
chas
er o
r pu
rcha
sers
. and
may
issu
e a
new
cer
tific
ate
to th
e pu
rcha
ser
or
purc
hase
rs.
The
net
proc
eeds
of
the
sale
of
such
Exc
ess
Shar
es s
hall
be
rece
ived
by
the
Com
pany
who
se r
ecei
pt s
hall
be a
goo
d di
scha
rge
for t
he p
urch
ase
mon
ey a
nd s
hall
be p
aid
over
by
the
Com
pany
to th
e fo
rmer
hol
der o
r hol
ders
upo
n su
rren
der b
y hi
m
or t
hem
of
the
certi
ficat
es f
or t
he E
xces
s Sh
ares
, bu
t su
ch
proc
eeds
sha
ll in
no
circ
umst
ance
s ca
rry
inte
rest
aga
inst
the
C
ompa
ny.
(g)
The
Dire
ctor
s sh
all n
ot b
e re
quire
d to
giv
e an
y re
ason
s fo
r an
y de
cisi
on o
r de
clar
atio
n ta
ken
or m
ade
in a
ccor
danc
e w
ith th
is A
rticl
e R
ule.
FOR
FEIT
UR
E O
F SH
AR
ES
30.
Dire
ctor
s may
requ
ire p
aym
ent o
f cal
ls w
ith e
xpen
ses
If an
y m
embe
r fai
ls to
pay
the
who
le o
r any
par
t of a
ny c
all
or in
stal
men
t of a
cal
l on
or b
efor
e th
e da
y ap
poin
ted
for t
he
paym
ent t
here
of, t
he D
irect
ors
may
at a
ny ti
me
ther
eafte
r, du
ring
such
tim
e as
the
call
or in
stal
men
t or a
ny p
art t
here
of
rem
ains
unp
aid,
ser
ve a
not
ice
on h
im o
r on
the
per
son
34.
Dire
ctor
s m
ay re
quire
pay
men
t of c
alls
with
exp
ense
s pr
ofit
or
com
pens
atio
n If
any
mem
ber
fails
to p
ay th
e w
hole
or
any
part
of a
ny c
all o
r in
stal
men
t of
a c
all
on o
r be
fore
the
day
app
oint
ed f
or t
he
paym
ent
ther
eof,
the
Dire
ctor
s m
ay a
t an
y tim
e th
erea
fter,
durin
g su
ch t
ime
as t
he c
all
or i
nsta
lmen
t or
any
par
t th
ereo
f re
mai
ns u
npai
d, s
erve
a n
otic
e on
him
or o
n th
e pe
rson
ent
itled
60
56
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
entit
led
to t
he s
hare
by
trans
mis
sion
req
uirin
g hi
m t
o pa
y su
ch c
all
or i
nsta
lmen
t or
suc
h pa
rt th
ereo
f as
rem
ains
un
paid
tog
ethe
r w
ith a
ny e
xpen
ses
that
may
hav
e ac
crue
d by
reas
on o
f suc
h no
n-pa
ymen
t.
to t
he s
hare
by
trans
mis
sion
req
uirin
g hi
m t
o pa
y su
ch c
all o
r in
stal
men
t or s
uch
part
ther
eof a
s re
mai
ns u
npai
d to
geth
er w
ith
any
expe
nses
pro
fit o
r co
mpe
nsat
ion
that
may
hav
e ac
crue
d by
re
ason
of s
uch
non-
paym
ent.
31
. N
otic
e re
quiri
ng p
aym
ent t
o co
ntai
n ce
rtain
par
ticul
ars
The
notic
e sh
all
nam
e a
furth
er d
ay (
not
earli
er t
han
the
expi
ratio
n of
four
teen
(14)
day
s fr
om th
e da
te o
f the
not
ice)
on
or
befo
re w
hich
suc
h ca
ll or
inst
alm
ent,
or s
uch
part
as
afor
esai
d an
d ex
pens
es th
at h
ave
accr
ued
by re
ason
of s
uch
non-
paym
ent,
are
to b
e pa
id.
It sh
all
also
nam
e th
e pl
ace
whe
re p
aym
ent
is t
o be
mad
e, a
nd s
hall
stat
e th
at, i
n th
e ev
ent o
f non
-pay
men
t at o
r bef
ore
the
time
and
at th
e pl
ace
appo
inte
d, t
he s
hare
s in
res
pect
of
whi
ch s
uch
call
was
m
ade
will
be
liabl
e to
be
forf
eite
d.
35.
Not
ice
requ
iring
pay
men
t to
cont
ain
certa
in p
artic
ular
s Th
e no
tice
shal
l na
me
a fu
rther
day
(no
t ea
rlier
tha
n th
e ex
pira
tion
of fo
urte
en (1
4) d
ays
from
the
date
of t
he n
otic
e) o
n or
bef
ore
whi
ch su
ch c
all o
r ins
talm
ent,
or su
ch p
art a
s afo
resa
id
and
expe
nses
pro
fit o
r co
mpe
nsat
ion
that
hav
e ac
crue
d by
re
ason
of
such
non
-pay
men
t, ar
e to
be
paid
. It s
hall
also
nam
e th
e pl
ace
whe
re p
aym
ent i
s to
be
mad
e, a
nd s
hall
stat
e th
at, i
n th
e ev
ent o
f non
-pay
men
t at o
r bef
ore
the
time
and
at th
e pl
ace
appo
inte
d, t
he s
hare
s in
res
pect
of
whi
ch s
uch
call
was
mad
e w
ill b
e lia
ble
to b
e fo
rfei
ted.
32.
On
non-
com
plia
nce
with
no
tice
shar
es
forf
eite
d on
re
solu
tion
of D
irect
ors
If th
e re
quire
men
ts o
f an
y su
ch n
otic
e as
afo
resa
id a
re n
ot
com
plie
d w
ith a
ny sh
are
in re
spec
t of w
hich
such
not
ice
has
been
giv
en m
ay a
t any
tim
e th
erea
fter,
befo
re th
e pa
ymen
t re
quire
d by
the
not
ice
has
been
mad
e, b
e fo
rfei
ted
by a
re
solu
tion
of t
he D
irect
ors
to t
he e
ffec
t. A
for
feitu
re o
f sh
ares
sha
ll in
clud
e al
l di
vide
nds
in r
espe
ct o
f th
e sh
ares
no
t act
ually
pai
d be
fore
the
forf
eitu
re n
ot w
ithst
andi
ng th
at
they
shal
l hav
e be
en d
ecla
red.
36.
On
non-
com
plia
nce
with
not
ice
shar
es fo
rfei
ted
on re
solu
tion
of
Dire
ctor
s If
the
requ
irem
ents
of
any
such
not
ice
as a
fore
said
are
not
co
mpl
ied
with
any
sha
re i
n re
spec
t of
whi
ch s
uch
notic
e ha
s be
en g
iven
may
sha
ll at
any
tim
e th
erea
fter,
befo
re th
e pa
ymen
t re
quire
d by
the
not
ice
has
been
mad
e, b
e fo
rfei
ted
by a
re
solu
tion
of t
he D
irect
ors
to th
e ef
fect
. A f
orfe
iture
of
shar
es
shal
l inc
lude
all
divi
dend
s in
res
pect
of
the
shar
es n
ot a
ctua
lly
paid
bef
ore
the
forf
eitu
re n
ot w
ithst
andi
ng th
at th
ey s
hall
have
be
en d
ecla
red.
32A
D
irect
ors m
ay a
nnul
forf
eitu
re u
pon
term
s N
otw
ithst
andi
ng
any
such
fo
rfei
ture
as
af
ores
aid
the
37.
Dire
ctor
s may
ann
ul fo
rfei
ture
upo
n te
rms
Not
with
stan
ding
any
suc
h fo
rfei
ture
as
afor
esai
d th
e D
irect
ors
60 61
57
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
Dire
ctor
s m
ay a
t an
y tim
e be
fore
the
for
feite
d sh
are
has
been
oth
erw
ise
disp
osed
of
annu
l th
e fo
rfei
ture
upo
n th
e te
rms
of p
aym
ent
of a
ll ca
lls a
nd a
ll ex
pens
es in
curr
ed i
n re
spec
t of t
he s
hare
and
upo
n su
ch fu
rther
term
s (if
any
) as
they
shal
l see
fit.
may
at
any
time
befo
re th
e fo
rfei
ted
shar
e ha
s be
en o
ther
wis
e di
spos
ed o
f ann
ul th
e fo
rfei
ture
upo
n th
e te
rms o
f pay
men
t of a
ll ca
lls a
nd a
ll ex
pens
es a
ny p
rofit
or
com
pens
atio
n in
curr
ed in
re
spec
t of t
he s
hare
and
upo
n su
ch fu
rther
term
s (if
any
) as
they
sh
all s
ee fi
t.
33.
Dire
ctor
s may
dis
pose
of f
orfe
ited
shar
es
Ever
y sh
are
whi
ch s
hall
be f
orfe
ited
may
be
sold
, re
-al
lotte
d or
oth
erw
ise
disp
osed
of,
eith
er to
the
pers
on w
ho
was
bef
ore
forf
eitu
re th
e ho
lder
ther
eof
or e
ntitl
ed th
eret
o,
or to
any
oth
er p
erso
n up
on s
uch
term
s an
d in
suc
h m
anne
r as
the
Dire
ctor
s sh
all
thin
k fit
, an
d th
e D
irect
ors
may
, if
nece
ssar
y, a
utho
rize
som
e pe
rson
to
trans
fer
the
sam
e to
su
ch o
ther
per
son
as a
fore
said
. Th
e ne
t pr
ocee
ds o
f an
y su
ch s
ale
or d
ispo
sal
shal
l be
re
ceiv
ed b
y th
e C
ompa
ny a
nd a
pplie
d in
or
tow
ards
the
to
tal
amou
nt o
f al
l ca
lls d
ue i
n re
spec
t th
ereo
f an
d th
e re
sidu
e, if
any
afte
r de
duct
ing
all e
xpen
ses
shal
l be
paid
to
the
pers
on
who
se
shar
es
have
be
en
forf
eite
d,
or
his
exec
utor
s, ad
min
istra
tors
or a
ssig
nees
or a
s he
dire
cts.
38.
Dire
ctor
s may
dis
pose
of f
orfe
ited
shar
es
Ever
y sh
are
whi
ch s
hall
be fo
rfei
ted
may
be
sold
, re-
allo
tted
or
othe
rwis
e di
spos
ed o
f, ei
ther
to
the
pers
on w
ho w
as b
efor
e fo
rfei
ture
the
hold
er th
ereo
f or
ent
itled
ther
eto,
or
to a
ny o
ther
pe
rson
upo
n su
ch t
erm
s an
d in
suc
h m
anne
r as
the
Dire
ctor
s sh
all
thin
k fit
, an
d th
e D
irect
ors
may
, if
nece
ssar
y, a
utho
rize
som
e pe
rson
to
trans
fer
the
sam
e to
suc
h ot
her
pers
on a
s af
ores
aid.
Th
e ne
t pro
ceed
s of
any
suc
h sa
le o
r di
spos
al s
hall
be r
ecei
ved
by th
e C
ompa
ny a
nd a
pplie
d in
or
tow
ards
the
tota
l am
ount
of
all
calls
due
in
resp
ect
ther
eof
and
the
resi
due,
if
any
afte
r de
duct
ing
all
expe
nses
aft
er t
he s
atisf
actio
n of
the
unp
aid
calls
and
acc
rued
pro
fit a
nd e
xpen
ses,
shal
l be
pai
d to
the
pe
rson
who
se s
hare
s ha
ve b
een
forf
eite
d, o
r hi
s ex
ecut
ors,
adm
inis
trato
rs o
r ass
igne
es o
r as h
e di
rect
s.
34.
Form
er h
olde
r of f
orfe
ited
shar
es li
able
for c
all m
ade
befo
re
forf
eitu
re
A s
hare
hold
er w
hose
sha
res
have
bee
n fo
rfei
ted
shal
l, no
twith
stan
ding
, be
liabl
e to
pay
to th
e C
ompa
ny a
ll ca
lls
mad
e an
d no
t pai
d on
such
shar
es a
t the
tim
e of
forf
eitu
re in
th
e sa
me
man
ner i
n al
l res
pect
s as i
f the
shar
es h
ad n
ot b
een
forf
eite
d, a
nd to
sat
isfy
all
(if a
ny) t
he c
laim
s an
d de
man
ds
whi
ch th
e C
ompa
ny m
ight
hav
e en
forc
ed in
res
pect
of
the
39.
Form
er h
olde
r of
for
feite
d sh
ares
lia
ble
for
call
mad
e be
fore
fo
rfei
ture
A
sh
areh
olde
r w
hose
sh
ares
ha
ve
been
fo
rfei
ted
shal
l, no
twith
stan
ding
, be
liabl
e to
pay
to th
e C
ompa
ny a
ll ca
lls m
ade
and
not
paid
on
such
sha
res
(with
pro
fit o
r co
mpe
nsat
ion
at
eigh
t per
cen
t (8%
) per
ann
um fr
om th
e da
te o
f for
feitu
re to
th
e da
te o
f pa
ymen
t if
the
Boa
rd t
hink
s fit
to
enfo
rce
paym
ent
of s
uch
prof
it or
com
pens
atio
n) a
t th
e tim
e of
62
58
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
shar
es a
t th
e tim
e of
for
feitu
re,
with
out
any
dedu
ctio
n or
al
low
ance
for
the
val
ue o
f th
e sh
ares
at
the
time
of
forf
eitu
re.
forf
eitu
re in
the
sam
e m
anne
r in
all r
espe
cts
as if
the
shar
es h
ad
not
been
for
feite
d, a
nd t
o sa
tisfy
all
(if a
ny)
the
clai
ms
and
dem
ands
whi
ch th
e C
ompa
ny m
ight
hav
e en
forc
ed in
resp
ect o
f th
e sh
ares
at
the
time
of f
orfe
iture
, w
ithou
t an
y de
duct
ion
or
allo
wan
ce f
or t
he v
alue
of
the
shar
es a
t th
e tim
e of
for
feitu
re
and
the
liabi
lity
shal
l ce
ase
if an
d w
hen
the
com
pany
re
ceiv
es p
aym
ent
in f
ull o
f al
l suc
h m
oney
in r
espe
ct o
f th
e sh
ares
.
35.
Con
sequ
ence
s of F
orfe
iture
Th
e fo
rfei
ture
of
a sh
are
shal
l inv
olve
the
extin
ctio
n at
the
time
of f
orfe
iture
of
all
clai
ms
and
dem
ands
aga
inst
the
C
ompa
ny i
n re
spec
t of
the
sha
re, a
nd a
ll ot
her
right
s an
d lia
bilit
ies
inci
dent
al to
the
shar
e as
bet
wee
n th
e sh
areh
olde
r w
hose
shar
e is
forf
eite
d an
d th
e C
ompa
ny, e
xcep
t onl
y su
ch
of t
hose
rig
hts
and
liabi
litie
s as
are
by
thes
e A
rticl
es
expr
essl
y sa
ved,
or
as a
re b
y th
e A
ct g
iven
or
impo
sed
in
the
case
of p
ast m
embe
rs.
40.
Con
sequ
ence
s of F
orfe
iture
Th
e fo
rfei
ture
of a
shar
e sh
all i
nvol
ve th
e ex
tinct
ion
at th
e tim
e of
forf
eitu
re o
f all
clai
ms a
nd d
eman
ds a
gain
st th
e C
ompa
ny in
re
spec
t of t
he sh
are,
and
all
othe
r rig
hts a
nd li
abili
ties i
ncid
enta
l to
the
shar
e as
bet
wee
n th
e sh
areh
olde
r who
se sh
are
is fo
rfei
ted
and
the
Com
pany
, exc
ept o
nly
such
of t
hose
righ
ts a
nd li
abili
ties
as a
re b
y th
ese
Arti
cles
Rul
es e
xpre
ssly
save
d, o
r as a
re b
y th
e A
ct g
iven
or i
mpo
sed
in th
e ca
se o
f pas
t Mem
bers
.
36.
Title
to fo
rfei
ted
shar
es
A s
tatu
tory
dec
lara
tion
in w
ritin
g th
at t
he d
ecla
rant
is
a D
irect
or o
f th
e C
ompa
ny,
and
that
a s
hare
has
bee
n du
ly
forf
eite
d in
pur
suan
ce o
f the
se A
rticl
es, a
nd s
tatin
g th
e da
te
upon
whi
ch i
t w
as f
orfe
ited,
sha
ll, a
s ag
ains
t al
l pe
rson
cl
aim
ing
to
be
entit
led
to
the
shar
e ad
vers
ely
to
the
forf
eitu
re t
here
of,
be c
oncl
usiv
e ev
iden
ce o
f th
e fa
cts
ther
ein
stat
ed a
nd su
ch d
ecla
ratio
n, to
geth
er w
ith th
e re
ceip
t of
the
Com
pany
for t
he c
onsi
dera
tion
(if a
ny) g
iven
for t
he
shar
e on
the
sale
or d
ispo
sitio
n th
ereo
f, an
d a
certi
ficat
e of
pr
oprie
tors
hip
of t
he s
hare
und
er t
he s
eal
deliv
ered
to t
he
41.
Title
to fo
rfei
ted
shar
es
A s
tatu
tory
dec
lara
tion
in w
ritin
g th
at th
e de
clar
ant i
s a D
irect
or
of th
e C
ompa
ny o
r Se
cret
ary
of th
e C
ompa
ny, a
nd th
at a
shar
e ha
s be
en d
uly
forf
eite
d in
pur
suan
ce o
f th
ese
Arti
cles
thi
s C
onst
itutio
n, a
nd s
tatin
g th
e da
te u
pon
whi
ch it
was
for
feite
d,
shal
l, as
aga
inst
all
pers
on c
laim
ing
to b
e en
title
d to
the
shar
e ad
vers
ely
to th
e fo
rfei
ture
ther
eof,
be c
oncl
usiv
e ev
iden
ce o
f the
fa
cts
ther
ein
stat
ed a
nd s
uch
decl
arat
ion,
tog
ethe
r w
ith t
he
rece
ipt o
f th
e C
ompa
ny f
or th
e co
nsid
erat
ion
(if a
ny)
give
n fo
r th
e sh
are
on th
e sa
le o
r di
spos
ition
ther
eof,
and
a ce
rtific
ate
of
prop
rieto
rshi
p of
the
shar
e un
der t
he se
al d
eliv
ered
to th
e pe
rson
62 63
59
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
pers
on t
o w
hom
the
sam
e is
sol
d or
dis
pose
d of
sha
ll co
nstit
ute
a go
od ti
tle to
the
shar
e, a
nd s
uch
pers
on s
hall
be
regi
ster
ed a
s th
e ho
lder
of t
he s
hare
and
sha
ll be
dis
char
ged
from
all
calls
mad
e pr
ior
to s
uch
sale
or
disp
ositi
on a
nd
shal
l not
be
boun
d to
see
to th
e ap
plic
atio
n of
the
purc
hase
m
oney
(if a
ny),
or n
or s
hall
his
title
to th
e sh
are
be a
ffect
ed
by a
ny a
ct, o
mis
sion
or i
rreg
ular
ity re
latin
g to
or c
onne
cted
w
ith th
e pr
ocee
ding
s in
refe
renc
e to
the
forf
eitu
re, s
ale,
re-
allo
tmen
t or d
ispo
sal o
f the
shar
e.
to w
hom
the
sam
e is
sol
d or
dis
pose
d of
sha
ll co
nstit
ute
a go
od
title
to
the
shar
e, a
nd s
uch
pers
on s
hall
be r
egis
tere
d as
the
ho
lder
of
the
shar
e an
d sh
all b
e di
scha
rged
fro
m a
ll ca
lls m
ade
prio
r to
such
sal
e or
dis
posi
tion
and
shal
l not
be
boun
d to
see
to
the
appl
icat
ion
of th
e pu
rcha
se m
oney
(if
any)
, or
nor
shal
l his
title
to th
e sh
are
be a
ffec
ted
by a
ny a
ct, o
mis
sion
or i
rreg
ular
ity
rela
ting
to o
r con
nect
ed w
ith th
e pr
ocee
ding
s in
refe
renc
e to
the
forf
eitu
re, s
ale,
re-a
llotm
ent o
r dis
posa
l of t
he sh
are.
ALT
ERA
TIO
N O
F C
API
TAL
37
. (a
) C
ompa
ny m
ay in
crea
se it
s cap
ital
The
Com
pany
in
gene
ral
mee
ting
may
fro
m t
ime
to t
ime
whe
ther
all
the
shar
es f
or th
e tim
e be
ing
issu
ed s
hall
have
be
en fu
lly c
alle
d up
or n
ot, i
ncre
ase
its s
hare
cap
ital b
y th
e cr
eatio
n an
d is
sue
of n
ew s
hare
s, su
ch n
ew c
apita
l to
be o
f su
ch
amou
nt
and
to
be
divi
ded
into
sh
ares
of
su
ch
resp
ectiv
e am
ount
s an
d to
car
ry s
uch
right
s or
to b
e su
bjec
t to
suc
h co
nditi
ons
or r
estri
ctio
ns i
n re
gard
to
divi
dend
, re
turn
of c
apita
l, vo
ting
or o
ther
wis
e as
the
Com
pany
by
the
reso
lutio
n au
thor
isin
g su
ch in
crea
se d
irect
s. (b
) H
ow f
ar n
ew s
hare
s to
rank
with
sha
res
in o
rigin
al
capi
tal
Exce
pt s
o fa
r as
oth
erw
ise
prov
ided
by
the
cond
ition
of
issu
e, o
r by
thes
e A
rticl
es, a
ny c
apita
l rai
sed
by th
e cr
eatio
n of
new
sha
res
shal
l be
con
side
red
part
of t
he o
rigin
al
capi
tal,
and
shal
l be
su
bjec
t to
th
e pr
ovis
ions
he
rein
co
ntai
ned
with
ref
eren
ce t
o th
e pa
ymen
t of
cal
ls a
nd
inst
alm
ents
, tra
nsfe
r an
d tra
nsm
issi
on,
forf
eitu
re,
lien,
su
rren
der a
nd o
ther
wis
e.
42.
(a)
Com
pany
may
incr
ease
its c
apita
l Th
e C
ompa
ny i
n ge
nera
l m
eetin
g m
ay f
rom
tim
e to
tim
e w
heth
er a
ll th
e sh
ares
for t
he ti
me
bein
g is
sued
sha
ll ha
ve b
een
fully
cal
led
up o
r no
t, in
crea
se it
s sh
are
capi
tal b
y th
e cr
eatio
n an
d is
sue
of n
ew s
hare
s, su
ch n
ew c
apita
l to
be o
f suc
h am
ount
an
d to
be
divi
ded
into
sha
res
of s
uch
resp
ectiv
e am
ount
s an
d to
ca
rry
such
rig
hts
or
to
be
subj
ect
to
such
co
nditi
ons
or
rest
rictio
ns i
n re
gard
to
divi
dend
, re
turn
of
capi
tal,
votin
g or
ot
herw
ise
as t
he C
ompa
ny b
y th
e re
solu
tion
auth
oris
ing
such
in
crea
se d
irect
s. (b
) H
ow f
ar n
ew s
hare
s to
ran
k w
ith s
hare
s in
orig
inal
ca
pita
l Ex
cept
so
far a
s oth
erw
ise
prov
ided
by
the
cond
ition
of i
ssue
, or
by t
hese
Arti
cles
Rul
es,
any
capi
tal
rais
ed b
y th
e cr
eatio
n of
ne
w s
hare
s sh
all b
e co
nsid
ered
par
t of
the
orig
inal
cap
ital,
and
shal
l be
su
bjec
t to
th
e pr
ovis
ions
he
rein
co
ntai
ned
with
re
fere
nce
to th
e pa
ymen
t of
calls
and
inst
alm
ents
, tra
nsfe
r an
d tra
nsm
issi
on, f
orfe
iture
, lie
n, su
rren
der a
nd o
ther
wis
e.
64
60
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(c)
Off
er o
f new
shar
es to
exi
stin
g m
embe
rs
(i)
Subj
ect t
o an
y di
rect
ion
to th
e co
ntra
ry th
at m
ay b
e gi
ven
by th
e C
ompa
ny in
gen
eral
mee
ting,
all
new
shar
es o
r ot
her c
onve
rtibl
e se
curit
ies
shal
l, be
fore
issu
e, b
e of
fere
d to
su
ch p
erso
ns a
s at
the
dat
e of
the
off
er a
re e
ntitl
ed t
o re
ceiv
e no
tices
fro
m t
he C
ompa
ny o
f ge
nera
l m
eetin
gs i
n pr
opor
tion,
as
near
ly a
s th
e ci
rcum
stan
ces
adm
it, t
o th
e am
ount
of t
he e
xist
ing
shar
es to
whi
ch th
ey a
re e
ntitl
ed.
(ii)
The
Off
er s
hall
be m
ade
by n
otic
e sp
ecify
ing
the
num
ber
of s
hare
s or
sec
uriti
es o
ffer
ed a
nd li
miti
ng a
tim
e w
ithin
whi
ch th
e of
fer,
if no
t acc
epte
d, w
ill b
e de
emed
to b
e de
clin
ed.
(iii)
Afte
r th
e ex
pira
tion
of t
hat
time
or u
pon
bein
g no
tifie
d by
the
per
son
to w
hom
the
off
er i
s m
ade
that
he
decl
ines
to
acce
pt t
he s
hare
s of
fere
d, t
he D
irect
ors
may
is
sue
thos
e sh
ares
or s
ecur
ities
in s
uch
man
ner a
s th
ey th
ink
mos
t ben
efic
ial t
o th
e C
ompa
ny.
(iv)
The
Dire
ctor
s m
ay li
kew
ise
so d
ispo
se o
f an
y ne
w
shar
es o
r se
curit
ies
whi
ch (
by r
easo
n of
the
pro
porti
on
whi
ch th
e ne
w sh
ares
bea
r to
shar
es o
r sec
uriti
es h
eld
by th
e pe
rson
ent
itled
to
an o
ffer
of
new
sha
res
or s
ecur
ities
) ca
nnot
, in
the
opi
nion
of
the
Dire
ctor
s, be
con
veni
ently
of
fere
d un
der t
hese
Arti
cles
. (v
) W
aive
r fro
m th
e Ex
chan
ge
Not
with
stan
ding
the
abov
e, th
e C
ompa
ny m
ay a
pply
to th
e Ex
chan
ge
or a
ny
othe
r st
ock
exch
ange
on
w
hich
th
e C
ompa
ny’s
sha
res
are
liste
d to
wai
ve th
e co
nven
ing
of a
n
(c)
Off
er o
f new
shar
es to
exi
stin
g M
embe
rs
(i)
Subj
ect
to a
ny d
irect
ion
to t
he c
ontra
ry t
hat
may
be
give
n by
the
Com
pany
in
gene
ral
mee
ting,
all
new
sha
res
or
othe
r co
nver
tible
sec
uriti
es s
hall,
bef
ore
issu
e, b
e of
fere
d to
su
ch p
erso
ns a
s at
the
dat
e of
the
off
er a
re e
ntitl
ed t
o re
ceiv
e no
tices
from
the
Com
pany
of g
ener
al m
eetin
gs in
pro
porti
on, a
s ne
arly
as
the
circ
umst
ance
s ad
mit,
to th
e am
ount
of t
he e
xist
ing
shar
es to
whi
ch th
ey a
re e
ntitl
ed.
(ii)
The
Off
er s
hall
be m
ade
by n
otic
e sp
ecify
ing
the
num
ber o
f sha
res o
r sec
uriti
es o
ffer
ed a
nd li
miti
ng a
tim
e w
ithin
w
hich
the
offe
r, if
not a
ccep
ted,
will
be
deem
ed to
be
decl
ined
. (ii
i) A
fter
the
expi
ratio
n of
that
tim
e or
upo
n be
ing
notif
ied
by t
he p
erso
n to
who
m t
he o
ffer
is
mad
e th
at h
e de
clin
es t
o ac
cept
the
shar
es o
ffer
ed, t
he D
irect
ors
may
issu
e th
ose
shar
es
or s
ecur
ities
in s
uch
man
ner a
s th
ey th
ink
mos
t ben
efic
ial t
o th
e C
ompa
ny.
(iv)
The
Dire
ctor
s m
ay l
ikew
ise
so d
ispo
se o
f an
y ne
w
shar
es o
r se
curit
ies
whi
ch (
by r
easo
n of
the
pro
porti
on w
hich
th
e ne
w s
hare
s be
ar t
o sh
ares
or
secu
ritie
s he
ld b
y th
e pe
rson
en
title
d to
an
offe
r of
new
sha
res
or s
ecur
ities
) ca
nnot
, in
the
opin
ion
of t
he D
irect
ors,
be c
onve
nien
tly o
ffer
ed u
nder
the
se
Arti
cles
Rul
es.
(v)(
d)
Wai
ver f
rom
the
Exch
ange
N
otw
ithst
andi
ng t
he a
bove
, th
e C
ompa
ny m
ay a
pply
to
the
Exch
ange
or a
ny o
ther
sto
ck e
xcha
nge
on w
hich
the
Com
pany
’s
shar
es a
re l
iste
d to
wai
ve t
he c
onve
ning
of
an E
xtra
ordi
nary
64 65
61
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
Extra
ordi
nary
G
ener
al
Mee
ting
to
obta
in
shar
ehol
ders
’ ap
prov
al f
or f
urth
er i
ssue
s of
sha
res
(oth
er t
han
bonu
s or
rig
hts
issu
es)
whe
re t
he a
ggre
gate
iss
ues
of w
hich
in
any
one
finan
cial
yea
r do
not
exc
eed
ten
(10)
per
cent
of
the
issu
ed c
apita
l.
Gen
eral
Mee
ting
to o
btai
n sh
areh
olde
rs’
appr
oval
for
fur
ther
is
sues
of
shar
es (
othe
r th
an b
onus
or
right
s is
sues
) w
here
the
ag
greg
ate
issu
es o
f w
hich
in
any
one
finan
cial
yea
r do
not
ex
ceed
ten
per c
ent (
10%
) of t
he is
sued
cap
ital.
38.
Com
pany
may
alte
r its
cap
ital i
n ce
rtain
way
s (a
) Th
e C
ompa
ny m
ay b
y O
rdin
ary
Res
olut
ion:
- (i)
C
onso
lidat
e an
d di
vide
all
or a
ny o
f its
shar
e ca
pita
l in
to sh
ares
of s
mal
ler a
mou
nt th
an it
s exi
stin
g sh
ares
; or
(ii)
Can
cel s
hare
s th
at a
t the
dat
e of
the
pass
ing
of th
e re
solu
tion,
hav
e no
t bee
n ta
ken
or a
gree
d to
be
take
n by
any
pe
rson
or h
ave
been
forf
eite
d an
d re
duce
the
amou
nt o
f the
sh
ares
so c
ance
lled;
or
(iii)
Sub-
divi
de it
s sh
ares
, or a
ny o
f the
m, i
nto
shar
es o
f sm
alle
r am
ount
tha
n is
fix
ed b
y th
e M
emor
andu
m s
o ho
wev
er th
at in
the
sub-
divi
sion
the
prop
ortio
n be
twee
n th
e am
ount
pai
d an
d th
e am
ount
(if
any)
unp
aid
on e
ach
redu
ced
shar
e sh
all b
e th
e sa
me
as it
was
in th
e ca
se o
f the
sh
are
from
whi
ch th
e re
duce
d sh
ares
is d
eriv
ed.
43.
Com
pany
may
alte
r its
cap
ital i
n ce
rtain
way
s (a
) Su
bjec
t to
the
pro
visio
ns o
f th
e A
ct a
nd t
he L
istin
g R
equi
rem
ents
, th
e C
ompa
ny m
ay b
y O
rdin
ary
Res
olut
ion
Spec
ial R
esol
utio
n:-
(i)(a
) C
onso
lidat
e an
d di
vide
all
or a
ny o
f its
shar
e ca
pita
l int
o sh
ares
of
sm
alle
r am
ount
th
an
its
exis
ting
shar
es,
the
prop
ortio
n be
twee
n th
e am
ount
pai
d an
d th
e am
ount
, if a
ny,
unpa
id o
n ea
ch s
ubdi
vide
d sh
are
shal
l be
the
sam
e as
it w
as
in t
he c
ase
of t
he s
hare
fro
m w
hich
the
sub
divi
ded
shar
e is
deri
ved;
or
(ii)(
b)
Can
cel
shar
es t
hat
at t
he d
ate
of t
he p
assi
ng o
f th
e re
solu
tion,
hav
e no
t be
en t
aken
or
agre
ed t
o be
tak
en b
y an
y pe
rson
or
have
bee
n fo
rfei
ted
and
redu
ce t
he a
mou
nt o
f th
e sh
ares
so c
ance
lled;
or
(iii)(
c)
Sub-
divi
de i
ts s
hare
s, or
any
of
them
, in
to s
hare
s of
sm
alle
r am
ount
, tha
n is
fix
ed b
y th
e M
emor
andu
m s
o ho
wev
er
that
in th
e su
b-di
visi
on th
e pr
opor
tion
betw
een
the
amou
nt p
aid
and
the
amou
nt (
if an
y) u
npai
d on
eac
h re
duce
d sh
are
shal
l be
the
sam
e as
it
was
in
the
case
of
the
shar
e fr
om w
hich
the
re
duce
d sh
ares
is d
eriv
ed. w
hate
ver
is in
the
sub
divi
sion
, the
pr
opor
tion
betw
een
the
amou
nt p
aid
and
the
amou
nt, i
f any
, un
paid
on
each
sub
divi
ded
shar
e sh
all b
e th
e sa
me
as it
was
66
62
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
in t
he c
ase
of t
he s
hare
fro
m w
hich
the
sub
divi
ded
shar
e is
deri
ved.
39
. Th
e C
ompa
ny m
ay b
y Sp
ecia
l Res
olut
ion
redu
ce it
s sh
are
capi
tal
and
any
capi
tal
rede
mpt
ion
rese
rve
fund
in
any
man
ner a
utho
rized
and
sub
ject
to a
ny c
ondi
tions
pre
scrib
ed
by th
e A
ct.
44.
The
Com
pany
may
by
Spec
ial
Res
olut
ion
redu
ce i
ts s
hare
ca
pita
l and
any
cap
ital r
edem
ptio
n re
serv
e fu
nd in
any
man
ner
auth
oriz
ed a
nd su
bjec
t to
any
cond
ition
s pre
scrib
ed b
y th
e A
ct.
CO
NV
ER
SIO
NS
OF
SHA
RE
S IN
TO S
TOC
K
39A
(a
) C
onve
rsio
n of
shar
es in
to st
ock
and
re-c
onve
rsio
n Th
e C
ompa
ny m
ay, b
y re
solu
tion,
con
vert
all o
r an
y of
its
paid
up
shar
es in
to s
tock
and
re-c
onve
rt an
y st
ock
into
pai
d up
shar
es o
f any
nom
inal
val
ue.
(b)
Tran
sfer
of s
tock
(i)
Su
bjec
t to
sub
- arti
cle
(ii),
whe
re s
hare
s ha
ve b
een
conv
erte
d in
to
stoc
k,
the
prov
isio
ns
of
thes
e A
rticl
es
rela
ting
to t
he t
rans
fer
of s
hare
s ap
ply,
so
far
as t
hey
are
capa
ble
of a
pplic
atio
n, to
the
trans
fer o
f the
sto
ck o
r of a
ny
part
of th
e st
ock.
(ii
) Th
e D
irect
ors
may
fix
the
min
imum
am
ount
of
stoc
k tra
nsfe
rabl
e an
d re
stric
t or
for
bid
the
trans
fer
of
frac
tions
of
the
min
imum
, bu
t th
e m
inim
um s
hall
not
exce
ed t
he a
ggre
gate
of
the
nom
inal
val
ues
of t
he s
hare
s fr
om w
hich
the
stoc
k ar
ose.
(c
) Pa
rtici
patio
n in
div
iden
ds a
nd p
rofit
s (i)
Th
e ho
lder
s of
sto
ck h
ave,
acc
ordi
ng to
the
amou
nt
of t
he s
tock
hel
d by
the
m, t
he s
ame
right
s pr
ivile
ges
and
adva
ntag
es a
s re
gard
s di
vide
nds,
votin
g at
mee
tings
of
the
45.
(a)
Con
vers
ion
of sh
ares
into
stoc
k an
d re
-con
vers
ion
The
Com
pany
may
, by
reso
lutio
n, c
onve
rt al
l or a
ny o
f its
pai
d up
shar
es in
to st
ock
and
re-c
onve
rt an
y st
ock
into
pai
d up
shar
es
of a
ny n
omin
al v
alue
num
ber.
(b
) Tr
ansf
er o
f sto
ck
(i)
Subj
ect
to s
ub-a
rticl
e su
b-ru
le (
ii), w
here
sha
res
have
be
en c
onve
rted
into
sto
ck, t
he p
rovi
sion
s of
thes
e A
rticl
es t
his
Con
stitu
tion
rela
ting
to t
he t
rans
fer
of s
hare
s ap
ply,
so
far
as
they
are
cap
able
of a
pplic
atio
n, to
the
trans
fer o
f the
sto
ck o
r of
any
part
of th
e st
ock.
(ii
) Th
e D
irect
ors
may
fix
the
min
imum
am
ount
of
stoc
k tra
nsfe
rabl
e an
d re
stric
t or f
orbi
d th
e tra
nsfe
r of f
ract
ions
of t
he
min
imum
. but
the
min
imum
sha
ll no
t ex
ceed
the
agg
rega
te o
f th
e no
min
al v
alue
s of t
he sh
ares
from
whi
ch th
e st
ock
aros
e.
(c)
Parti
cipa
tion
in d
ivid
ends
and
pro
fits
(i)
The
hold
ers
of s
tock
hav
e, a
ccor
ding
to th
e am
ount
of
the
stoc
k he
ld
by
them
, th
e sa
me
right
s pr
ivile
ges
and
adva
ntag
es a
s re
gard
s di
vide
nds,
votin
g at
mee
tings
of
the
66 67
63
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
Com
pany
and
oth
er m
atte
rs a
s th
ey w
ould
hav
e if
they
hel
d th
e sh
ares
from
whi
ch th
e st
ock
aros
e.
(ii)
No
such
pr
ivile
ge
or
adva
ntag
e (e
xcep
t pa
rtici
patio
n in
the
div
iden
ds a
nd p
rofit
s of
the
Com
pany
an
d in
the
prop
erty
of t
he C
ompa
ny o
n w
indi
ng u
p) sh
all b
e co
nfer
red
by a
ny a
mou
nt o
f sto
ck th
at w
ould
not
, if e
xist
ing
in sh
ares
, hav
e co
nfer
red
that
priv
ilege
or a
dvan
tage
. (d
) Pr
ovis
ions
app
licab
le to
shar
es sh
all a
pply
to st
ock
The
prov
isio
ns o
f th
ese
Arti
cles
that
are
app
licab
le to
pai
d up
sha
res
appl
y to
sto
ck a
nd r
efer
ence
s in
thos
e pr
ovis
ions
to
sh
ares
an
d sh
areh
olde
r sh
all
be
read
as
in
clud
ing
refe
renc
es to
stoc
k an
d st
ockh
olde
r, re
spec
tivel
y.
Com
pany
and
oth
er m
atte
rs a
s th
ey w
ould
hav
e if
they
hel
d th
e sh
ares
from
whi
ch th
e st
ock
aros
e.
(ii)
No
such
priv
ilege
or
adva
ntag
e (e
xcep
t par
ticip
atio
n in
th
e di
vide
nds
and
prof
its o
f the
Com
pany
and
in th
e pr
oper
ty o
f th
e C
ompa
ny o
n w
indi
ng u
p) s
hall
be c
onfe
rred
by
any
amou
nt
of st
ock
that
wou
ld n
ot, i
f exi
stin
g in
shar
es, h
ave
conf
erre
d th
at
priv
ilege
or a
dvan
tage
. (d
) Pr
ovis
ions
app
licab
le to
shar
es sh
all a
pply
to st
ock
The
prov
isio
ns o
f th
ese
Arti
cles
thi
s C
onst
itutio
n th
at a
re
appl
icab
le t
o pa
id u
p sh
ares
app
ly t
o st
ock
and
refe
renc
es i
n th
ose
prov
isio
ns t
o sh
ares
and
sha
reho
lder
sha
ll be
rea
d as
in
clud
ing
refe
renc
es to
stoc
k an
d st
ockh
olde
r, re
spec
tivel
y.
FI
NA
NC
IAL
ASS
IST
AN
CE
[New
Rul
e]
46.
Fina
ncia
l Ass
ista
nce
(1)
Unl
ess o
ther
wise
pro
vide
d in
the
Act
, the
Com
pany
shal
l no
t –
(a)
give
an
y fin
anci
al
assis
tanc
e,
whe
ther
di
rect
ly
or
indi
rect
ly a
nd w
heth
er b
y m
eans
of a
loan
, gua
rant
ee o
r pr
ovisi
on o
f sec
urity
or
othe
rwise
, for
the
purp
ose
of o
r in
con
nect
ion
with
a p
urch
ase
or s
ubsc
ript
ion
mad
e or
to
be
mad
e by
any
per
son
for
any
shar
es i
n th
e C
ompa
ny o
r an
y sh
ares
in th
e ho
ldin
g co
mpa
ny, i
f any
, of
the
Com
pany
; (b
) in
any
way
dea
l in
or le
nd m
oney
on
its o
wn
shar
es; o
r (c
) gi
ve f
inan
cial
ass
ista
nce,
dir
ectly
or
indi
rect
ly f
or t
he
68
64
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
purp
ose
of r
educ
ing
or d
isch
argi
ng t
he l
iabi
lity,
if
a pe
rson
has
acq
uire
d sh
ares
in
the
Com
pany
or
its
hold
ing
com
pany
, if
any,
and
the
lia
bilit
y ha
s be
en
incu
rred
by
an
y pe
rson
fo
r th
e pu
rpos
e of
th
e ac
quisi
tion
of th
e sh
ares
. (2
) T
he
Com
pany
m
ust
com
ply
with
th
e re
leva
nt
requ
irem
ents
of
the
Act
if i
t pr
opos
es t
o gi
ve f
inan
cial
as
sist
ance
or
purc
hase
or
deal
in
or l
end
mon
ey o
n its
ow
n sh
ares
in a
ny m
anne
r w
hich
is p
erm
itted
und
er th
e A
ct.
GE
NE
RA
L M
EET
ING
S 40
. G
ener
al M
eetin
gs
An
annu
al g
ener
al m
eetin
g of
the
Com
pany
sha
ll be
hel
d in
ac
cord
ance
with
the
pro
visi
ons
of t
he A
ct.
All
gene
ral
mee
tings
oth
er t
han
the
annu
al g
ener
al m
eetin
gs s
hall
be
calle
d ex
traor
dina
ry g
ener
al m
eetin
gs.
47.
No
amen
dmen
ts re
quire
d.
40A
(a
) D
irect
ors m
ay c
onve
ne g
ener
al m
eetin
g Th
e D
irect
or m
ay,
whe
neve
r th
ey t
hink
fit,
con
vene
an
extra
ordi
nary
gen
eral
mee
ting,
and
the
Dire
ctor
s sh
all,
on
the
requ
isiti
on o
f m
embe
rs i
n ac
cord
ance
with
the
Act
, fo
rthw
ith p
roce
ed t
o co
nven
e an
ext
raor
dina
ry g
ener
al
mee
ting.
(b
) B
usin
ess a
t req
uisi
tione
d m
eetin
g In
the
cas
e of
an
extra
ordi
nary
gen
eral
mee
ting
calle
d in
pu
rsua
nce
of a
requ
isiti
on n
o bu
sine
ss o
ther
than
that
stat
ed
in t
he r
equi
sitio
n as
the
obj
ects
of
the
mee
ting
shal
l be
48.
(a)
Dire
ctor
s may
con
vene
gen
eral
mee
ting
The
Dire
ctor
m
ay,
whe
neve
r th
ey
thin
k fit
, co
nven
e an
ex
traor
dina
ry g
ener
al m
eetin
g, a
nd t
he D
irect
ors
shal
l, on
the
re
quis
ition
of
mem
bers
in
acco
rdan
ce w
ith t
he A
ct, f
orth
with
pr
ocee
d to
con
vene
an
extra
ordi
nary
gen
eral
mee
ting.
(b
) B
usin
ess a
t req
uisi
tione
d m
eetin
g In
the
cas
e of
an
extra
ordi
nary
gen
eral
mee
ting
calle
d in
pu
rsua
nce
of a
req
uisi
tion
no b
usin
ess
othe
r th
an th
at s
tate
d in
th
e re
quis
ition
as t
he o
bjec
ts o
f the
mee
ting
shal
l be
trans
acte
d.
68 69
65
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
trans
acte
d.
(a)
Con
veni
ng a
gen
eral
mee
ting
A m
eetin
g of
Mem
bers
may
be
conv
ened
by—
(i)
the
Boa
rd; o
r (ii
) an
y M
embe
r ho
ldin
g at
leas
t te
n pe
r ce
nt (
10%
) of
the
is
sued
shar
e ca
pita
l of t
he C
ompa
ny.
(b)
Con
veni
ng g
ener
al m
eetin
g by
req
uisit
ion
(i) T
he D
irec
tors
sha
ll ca
ll a
mee
ting
of M
embe
rs o
nce
they
re
ceiv
e a
requ
isitio
n to
do
so fr
om M
embe
rs r
epre
sent
ing
at
leas
t te
n pe
r ce
nt (
10%
) of
the
pai
d up
cap
ital
of t
he
Com
pany
ca
rryi
ng
the
righ
t of
vo
ting
at
mee
tings
of
M
embe
rs o
f the
Com
pany
.
(ii) T
he r
equi
sitio
n re
ferr
ed to
in (i
) –
(a
a) sh
all b
e in
har
d co
py o
r el
ectr
onic
form
; (b
b) s
hall
stat
e th
e ge
nera
l nat
ure
of t
he b
usin
ess
to b
e de
alt w
ith a
t the
mee
ting;
(c
c) m
ay i
nclu
de t
he t
ext
of a
res
olut
ion
that
may
pr
oper
ly b
e m
oved
and
is in
tend
ed t
o be
mov
ed a
t th
e m
eetin
g; a
nd
(dd)
sha
ll be
sig
ned
or a
uthe
ntic
ated
by
the
pers
on
mak
ing
the
requ
isitio
n.
(iii)
For
the
purp
oses
of t
his R
ule,
the
righ
t of v
otin
g sh
all b
e de
term
ined
as
at 5
.00
p.m
. on
the
dat
e th
e re
quis
ition
is
70
66
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
depo
sited
with
the
Com
pany
.
(iv) T
he D
irec
tors
shal
l –
(a
a) c
all f
or t
he m
eetin
g w
ithin
fou
rtee
n (1
4) d
ays
from
th
e da
te o
f the
req
uisi
tion
or n
otic
e un
der
this
Rul
e,
as th
e ca
se m
ay b
e; a
nd
(bb)
hol
d th
e m
eetin
g on
a d
ate
whi
ch is
not
mor
e th
an
twen
ty e
ight
(28)
day
s af
ter
the
date
of t
he n
otic
e to
co
nven
e th
e m
eetin
g.
(v
) If
the
req
uest
s re
ceiv
ed b
y th
e C
ompa
ny i
dent
ify a
re
solu
tion
inte
nded
to
be m
oved
at
the
mee
ting,
the
not
ice
shal
l inc
lude
the
text
of t
he r
esol
utio
n.
(vi)
If th
e D
irec
tors
do
not c
onve
ne a
mee
ting
in a
ccor
danc
e w
ith t
his
Rul
e, t
he M
embe
rs w
ho r
equi
sitio
ned
the
mee
ting
or a
ny n
umbe
r of
Mem
bers
rep
rese
ntin
g m
ore
than
one
hal
f (1
/2)
of t
he t
otal
vot
ing
righ
ts o
f al
l of
the
Mem
bers
who
re
quisi
tione
d, m
ay c
all
for
a m
eetin
g of
Mem
bers
. T
he
mee
ting
shal
l be
con
vene
d by
the
Mem
bers
on
a da
te n
ot
mor
e th
an t
hree
(3)
mon
ths
afte
r th
e da
te o
n w
hich
the
D
irec
tors
rec
eive
d a
requ
isiti
on u
nder
this
Rul
e to
cal
l for
a
mee
ting
of M
embe
rs.
(vii)
Any
rea
sona
ble
expe
nses
inc
urre
d by
the
Mem
bers
re
quisi
tioni
ng t
he m
eetin
g by
rea
son
of t
he f
ailu
re o
f th
e D
irec
tors
to
call
a m
eetin
g sh
all
be r
eim
burs
ed b
y th
e C
ompa
ny.
70 71
67
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
41.
(a)
Not
ices
of M
eetin
gs
The
notic
es c
onve
ning
mee
tings
sha
ll sp
ecify
the
plac
e, d
ay
and
hour
of
th
e m
eetin
g,
and
shal
l be
gi
ven
to
all
shar
ehol
ders
at l
east
14
days
bef
ore
the
mee
ting
or a
t lea
st 21
day
s bef
ore
the
mee
ting
w
here
an
y sp
ecia
l re
solu
tion
is to
be
prop
osed
or w
here
it is
an
annu
al g
ener
al
mee
ting.
Any
not
ice
of a
mee
ting
calle
d to
con
side
r spe
cial
bu
sine
ss s
hall
be a
ccom
pani
ed b
y a
stat
emen
t reg
ardi
ng th
e ef
fect
of a
ny p
ropo
sed
reso
lutio
n in
resp
ect o
f suc
h sp
ecia
l bu
sine
ss. A
t lea
st 1
4 da
ys’ n
otic
e or
21
days
’ no
tice
in th
e ca
se w
here
any
spe
cial
reso
lutio
n is
pro
pose
d or
whe
re it
is
the
annu
al g
ener
al m
eetin
g, o
f eve
ry s
uch
mee
ting
shal
l be
give
n by
adv
ertis
emen
t in
the
daily
pre
ss a
nd in
writ
ing
to
each
stoc
k ex
chan
ge u
pon
whi
ch th
e C
ompa
ny is
list
ed.
(b)
Ever
y no
tice
calli
ng a
n an
nual
or
extra
ordi
nary
ge
nera
l mee
ting
shal
l be
serv
ed in
the
man
ner
as p
rovi
ded
for i
n th
ese
Arti
cles
.
49.
(a)
Not
ices
of M
eetin
gs
The
notic
es c
onve
ning
mee
tings
sha
ll sp
ecify
the
plac
e, d
ay a
nd
hour
of
the
mee
ting,
and
sha
ll be
giv
en t
o al
l sh
areh
olde
rs a
t le
ast 1
4 da
ys b
efor
e th
e m
eetin
g or
at l
east
21
days
bef
ore
the
mee
ting
w
here
any
spe
cial
res
olut
ion
is t
o be
pro
pose
d or
whe
re i
t is
an
annu
al g
ener
al m
eetin
g. A
ny n
otic
e of
a
mee
ting
calle
d to
co
nsid
er
spec
ial
busi
ness
sh
all
be
acco
mpa
nied
by
a
stat
emen
t re
gard
ing
the
effe
ct
of
any
prop
osed
reso
lutio
n in
resp
ect o
f suc
h sp
ecia
l bus
ines
s. A
t lea
st 14
day
s’ n
otic
e or
21
days
’ not
ice
in th
e ca
se w
here
any
spe
cial
re
solu
tion
is p
ropo
sed
or w
here
it is
the
annu
al g
ener
al m
eetin
g,
of e
very
suc
h m
eetin
g sh
all
be g
iven
by
adve
rtise
men
t in
the
da
ily p
ress
and
in w
ritin
g to
eac
h st
ock
exch
ange
upo
n w
hich
th
e C
ompa
ny is
list
ed.
(b)
Ever
y no
tice
calli
ng a
n an
nual
or
extra
ordi
nary
gen
eral
m
eetin
g sh
all b
e se
rved
in th
e m
anne
r as
pro
vide
d fo
r in
thes
e A
rticl
es.
The
not
ices
con
veni
ng m
eetin
gs sh
all:-
(i)
be
in w
ritin
g an
d sh
all b
e gi
ven
to th
e M
embe
rs e
ither
in
hard
cop
y, o
r in
ele
ctro
nic
form
, or
part
ly in
har
d co
py a
nd
part
ly in
ele
ctro
nic
form
; (ii
) spe
cify
the
plac
e, d
ay a
nd h
our
of th
e m
eetin
g; a
nd
(iii)
be
at l
east
14
days
’ no
tice
befo
re o
r 21
day
s’ n
otic
e be
fore
in t
he c
ase
whe
re a
ny s
peci
al r
esol
utio
n is
prop
osed
or
whe
re i
t is
the
ann
ual
gene
ral
mee
ting,
of
ever
y su
ch
mee
ting
mus
t be
giv
en b
y ad
vert
isem
ent
in a
t le
ast
1 na
tiona
lly
circ
ulat
ed B
ahas
a M
alay
sia
or
Eng
lish
daily
72
68
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(c)
Om
issi
ons o
f not
ice
The
acci
dent
al o
mis
sion
to g
ive
notic
e of
any
mee
ting
to o
r th
e no
n-re
ceip
t of
any
such
not
ice
by a
ny o
f th
e m
embe
rs
shal
l no
t in
valid
ate
any
reso
lutio
n pa
ssed
at
any
such
m
eetin
g.
(d)
Not
ice
of sp
ecia
l or o
rdin
ary
reso
lutio
n Th
e no
tice
conv
enin
g a
mee
ting
to c
onsi
der
a sp
ecia
l or
or
dina
ry re
solu
tion
shal
l spe
cify
the
inte
ntio
n to
pro
pose
the
reso
lutio
n as
a s
peci
al o
r or
dina
ry r
esol
utio
n, a
s th
e ca
se
may
be.
(e
) M
embe
rs ri
ght t
o ap
poin
t pro
xy
In e
very
not
ice
calli
ng a
mee
ting
ther
e sh
all
appe
ar w
ith
reas
onab
le p
rom
inen
ce a
sta
tem
ent
that
a m
embe
r en
title
d to
atte
nd a
nd v
ote
is e
ntitl
ed t
o ap
poin
t a
prox
y to
atte
nd
and
vote
inst
ead
of h
im.
(f)
Rec
ord
of D
epos
itors
(i)
Th
e C
ompa
ny
shal
l re
ques
t th
e D
epos
itory
in
ac
cord
ance
with
the
Rul
es o
f th
e D
epos
itory
, to
iss
ue a
R
ecor
d of
Dep
osito
rs to
who
m n
otic
es o
f gen
eral
mee
tings
new
spap
er a
nd i
n w
ritin
g to
eac
h st
ock
exch
ange
upo
n w
hich
the
com
pany
is li
sted
. (b
) The
not
ice
of a
mee
ting
of M
embe
rs m
ay in
clud
e th
e te
xt
of a
ny p
ropo
sed
reso
lutio
n an
d ot
her
info
rmat
ion
as t
he
Dir
ecto
rs d
eem
fit.
(c)
Om
issi
ons o
f not
ice
The
acci
dent
al o
mis
sion
to g
ive
notic
e of
any
mee
ting
to o
r the
no
n-re
ceip
t of a
ny s
uch
notic
e by
any
of t
he M
embe
rs s
hall
not
inva
lidat
e an
y re
solu
tion
pass
ed a
t any
such
mee
ting.
(d
) N
otic
e of
spec
ial o
r ord
inar
y re
solu
tion
The
notic
e co
nven
ing
a m
eetin
g to
con
side
r a
spec
ial
or
ordi
nary
res
olut
ion
shal
l sp
ecify
the
int
entio
n to
pro
pose
the
re
solu
tion
as a
spe
cial
or
ordi
nary
res
olut
ion,
as
the
case
may
be
. (e
) M
embe
rs ri
ght t
o ap
poin
t pro
xy
In e
very
not
ice
calli
ng a
mee
ting
ther
e sh
all
appe
ar w
ith
reas
onab
le p
rom
inen
ce a
sta
tem
ent
that
a M
embe
r en
title
d to
at
tend
and
vot
e is
ent
itled
to a
ppoi
nt a
pro
xy to
atte
nd a
nd v
ote
inst
ead
of h
im.
(f)
Rec
ord
of D
epos
itors
(i)
Th
e C
ompa
ny
shal
l re
ques
t th
e D
epos
itory
in
ac
cord
ance
with
the
Rul
es o
f th
e D
epos
itory
, to
issu
e a
Rec
ord
of D
epos
itors
to
who
m n
otic
es o
f ge
nera
l m
eetin
gs s
hall
be
72 73
69
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
shal
l be
give
n by
the
Com
pany
. (ii
) Th
e C
ompa
ny
shal
l re
ques
t th
e D
epos
itory
in
ac
cord
ance
with
the
Rul
es o
f th
e D
epos
itory
, to
iss
ue a
R
ecor
d of
D
epos
itors
, as
at
th
e la
test
da
te
whi
ch
is
reas
onab
ly p
ract
icab
le w
hich
sha
ll in
any
eve
nt b
e no
t les
s th
an 3
mar
ket d
ays
befo
re th
e ge
nera
l mee
ting
(her
eina
fter
refe
rred
to a
s “th
e G
ener
al M
eetin
g R
ecor
d of
Dep
osito
rs”)
. (ii
i) Su
bjec
t to
th
e Se
curit
ies
Indu
stry
(C
entra
l D
epos
itorie
s)
(For
eign
O
wne
rshi
p)
Reg
ulat
ions
19
96
(whe
re a
pplic
able
), a
depo
sito
r sh
all
not
be r
egar
ded
as a
m
embe
r ent
itled
to a
ttend
any
gen
eral
mee
ting
and
to s
peak
an
d vo
te t
here
at u
nles
s hi
s na
me
appe
ars
in t
he G
ener
al
Mee
ting
Rec
ord
of D
epos
itors
.
give
n by
the
Com
pany
. (ii
) Th
e C
ompa
ny
shal
l re
ques
t th
e D
epos
itory
in
ac
cord
ance
with
the
Rul
es o
f th
e D
epos
itory
, to
issu
e a
Rec
ord
of
Dep
osito
rs,
as
at
the
late
st
date
w
hich
is
re
ason
ably
pr
actic
able
whi
ch s
hall
in a
ny e
vent
be
not l
ess
than
3 m
arke
t da
ys b
efor
e th
e ge
nera
l mee
ting
(her
eina
fter
refe
rred
to a
s “t
he
Gen
eral
Mee
ting
Rec
ord
of D
epos
itors
”).
(iii)
Subj
ect t
o th
e Se
curit
ies
Indu
stry
(Cen
tral D
epos
itorie
s)
(For
eign
Ow
ners
hip)
Reg
ulat
ions
199
6 (w
here
app
licab
le),
a de
posi
tor
shal
l not
be
rega
rded
as
a M
embe
r en
title
d to
atte
nd
any
gene
ral
mee
ting
and
to s
peak
and
vot
e th
erea
t un
less
his
na
me
appe
ars i
n th
e G
ener
al M
eetin
g R
ecor
d of
Dep
osito
rs.
(g) M
anne
r in
whi
ch n
otic
e of
mee
tings
to b
e gi
ven
(i) N
otic
e of
a m
eetin
g of
Mem
bers
–
(a
a) g
iven
in
hard
cop
y sh
all
be s
ent
to a
ny M
embe
r ei
ther
per
sona
lly o
r by
pos
t to
the
addr
ess
supp
lied
by t
he M
embe
r to
the
Com
pany
for
suc
h pu
rpos
e;
or
(bb)
give
n in
ele
ctro
nic
form
sha
ll be
tra
nsm
itted
to
the
elec
tron
ic a
ddre
ss p
rovi
ded
by t
he M
embe
r to
the
C
ompa
ny f
or s
uch
purp
ose
or b
y pu
blish
ing
on a
w
ebsit
e.
(ii
) W
here
not
ice
of a
mee
ting
of M
embe
rs is
giv
en b
y th
e C
ompa
ny b
y pu
blis
hing
on
a w
ebsit
e, t
he C
ompa
ny m
ust
notif
y th
e M
embe
rs o
f th
e pu
blic
atio
n of
the
not
ice
on t
he
web
site
toge
ther
with
the
desi
gnat
ed w
ebsi
te li
nk o
r ad
dres
s
74
70
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
whe
re a
cop
y of
the
not
ice
may
be
dow
nloa
ded,
and
suc
h no
tific
atio
n sh
all b
e in
wri
ting
and
be g
iven
in h
ard
copy
or
elec
tron
ic fo
rm st
atin
g –
(a
a) th
at it
con
cern
s a m
eetin
g of
Mem
bers
; and
(b
b) th
e pl
ace,
dat
e an
d tim
e of
the
mee
ting.
(iii)
The
not
ice
shal
l be
mad
e av
aila
ble
on th
e w
ebsi
te f
rom
th
e da
te t
hat
notic
e is
give
n un
der
this
Rul
e un
til t
he
conc
lusi
on o
f the
mee
ting.
(h
) T
he c
onta
ct d
etai
ls o
f th
e M
embe
r as
pro
vide
d to
the
D
epos
itory
sha
ll be
dee
med
as
the
last
kno
wn
addr
ess
prov
ided
by
the
Mem
ber
to t
he C
ompa
ny f
or p
urpo
ses
of
com
mun
icat
ion
with
the
Mem
ber.
42.
Bus
ines
s of G
ener
al M
eetin
gs
All
busi
ness
sh
all
be s
peci
al t
hat
is t
rans
acte
d at
an
ex
traor
dina
ry g
ener
al m
eetin
g, a
nd a
lso
all t
hat i
s tra
nsac
ted
at
an
annu
al
gene
ral
mee
ting,
w
ith
the
exce
ptio
n of
de
clar
ing
a di
vide
nd,
the
cons
ider
atio
n of
the
acc
ount
s, ba
lanc
e-sh
eets
, and
the
repo
rt of
the
Dire
ctor
s an
d au
dito
rs,
the
elec
tion
of D
irect
ors,
in th
e pl
aces
of t
hose
retir
ing,
and
th
e ap
poin
tmen
t and
fixi
ng o
f the
aud
itors
.
- To
be
dele
ted.
[N
ew R
ule]
50
. Sp
ecia
l Res
olut
ion
(a) I
f the
res
olut
ion
is to
be
prop
osed
as
a sp
ecia
l res
olut
ion,
th
e D
irec
tor
shal
l be
cons
ider
ed a
s not
hav
ing
duly
cal
led
for
the
mee
ting
if th
e no
tice
of t
he r
esol
utio
n is
not
give
n in
ac
cord
ance
with
Sec
tion
292
of th
e A
ct.
74 75
71
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(b)
Whe
re s
peci
al n
otic
e is
req
uire
d of
a r
esol
utio
n un
der
the
Act
, the
res
olut
ion
shal
l not
be
effe
ctiv
e un
less
not
ice
of
inte
ntio
n to
mov
e su
ch r
esol
utio
n is
giv
en to
the
Com
pany
at
leas
t tw
enty
eig
ht (2
8) d
ays
befo
re th
e m
eetin
g at
whi
ch it
is
to b
e m
oved
. W
here
pra
ctic
able
, the
Com
pany
sha
ll gi
ve it
s M
embe
rs n
otic
e of
any
suc
h re
solu
tion
in th
e sa
me
man
ner
and
at t
he s
ame
time
as i
t gi
ves
notic
e of
the
mee
ting.
W
here
it is
not
pra
ctic
able
to d
o so
, the
Com
pany
sha
ll gi
ve
notic
e of
the
reso
lutio
n to
the
Mem
bers
at l
east
four
teen
(14)
da
ys b
efor
e th
e m
eetin
g by
send
ing
it –
(i) p
erso
nally
or
by p
ost
to t
he a
ddre
ss p
rovi
ded
by t
he
Mem
ber
to th
e C
ompa
ny fo
r su
ch p
urpo
se; o
r
(ii)
in e
lect
roni
c fo
rm t
o th
e el
ectr
onic
add
ress
pro
vide
d by
th
e M
embe
r to
the
Com
pany
for
such
pur
pose
. (c
) Fo
r th
e pu
rpos
es o
f th
is R
ule,
the
con
tact
det
ails
of t
he
mem
ber
as p
rovi
ded
to t
he D
epos
itory
sha
ll be
dee
med
as
the
last
kno
wn
addr
ess
prov
ided
by
the
mem
ber
to t
he
Com
pany
for
purp
oses
of c
omm
unic
atio
n w
ith th
e m
embe
r.
43
. R
esol
utio
n si
gned
by
all m
embe
rs a
s ef
fect
ive
as if
pas
sed
at G
ener
al M
eetin
g
Subj
ect t
o th
e pr
ovis
ions
of
the
Act
a r
esol
utio
n in
writ
ing
sign
ed b
y al
l the
mem
bers
for t
ime
bein
g en
title
d to
rece
ive
notic
e of
and
atte
nd a
nd v
ote
at g
ener
al m
eetin
gs (o
r be
ing
corp
orat
ions
by
thei
r du
ly a
utho
rized
rep
rese
ntat
ive)
sha
ll be
val
id a
nd e
ffec
tive
as if
the
sam
e ha
d be
en p
asse
d at
a
gene
ral m
eetin
g of
the
Com
pany
dul
y co
nven
ed a
nd h
eld,
an
d m
ay c
onsi
st o
f sev
eral
doc
umen
ts in
the
like
form
eac
h si
gned
by
one
or m
ore
mem
bers
.
- To
be
dele
ted.
76
72
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
PRO
CE
ED
ING
S A
T G
EN
ER
AL
ME
ETIN
GS
44.
No
busi
ness
to b
e tra
nsac
ted
unle
ss q
uoru
m p
rese
nt
No
busi
ness
sha
ll be
tra
nsac
ted
at a
ny g
ener
al m
eetin
g un
less
a q
uoru
m o
f mem
bers
is p
rese
nt a
t the
tim
e w
hen
the
mee
ting
proc
eeds
to
busin
ess.
Save
as
here
in o
ther
wis
e pr
ovid
ed t
hree
(3)
mem
bers
pre
sent
in
pers
on s
hall
be a
qu
orum
. Fo
r th
e pu
rpos
es o
f th
is r
egul
atio
n a
‘mem
ber’
in
clud
es a
per
son
atte
ndin
g as
a p
roxy
or
repr
esen
ting
a co
rpor
atio
n w
hich
is a
mem
ber.
51.
No
amen
dmen
ts re
quire
d.
45.
If no
quo
rum
mee
ting
diss
olve
d or
adj
ourn
ed
If w
ithin
hal
f an
hou
r fro
m t
he t
ime
appo
inte
d fo
r th
e m
eetin
g a
quor
um is
not
pre
sent
, the
mee
ting,
if c
onve
ned
upon
the
requ
isiti
on o
f mem
bers
, sha
ll be
dis
solv
ed; i
n an
y ot
her
case
it
shal
l st
and
adjo
urne
d to
the
sam
e da
y in
the
ne
xt w
eek
at th
e sa
me
time
and
plac
e, o
r to
such
oth
er d
ay
and
at s
uch
othe
r tim
e an
d pl
ace
as t
he D
irect
ors
may
de
term
ine.
52.
No
amen
dmen
ts re
quire
d.
46.
Cha
irman
of B
oard
to p
resid
e at
all
mee
tings
Th
e ch
airm
an, i
f an
y, o
f th
e B
oard
of
Dire
ctor
s or
in
his
abse
nce
the
Dep
uty
Cha
irman
sha
ll pr
esid
e as
cha
irman
at
ever
y ge
nera
l m
eetin
g of
the
Com
pany
, or
if
ther
e is
no
such
Cha
irman
or D
eput
y C
hairm
an, o
r if h
e is
not
pre
sent
w
ithin
fift
een
min
utes
afte
r th
e tim
e ap
poin
ted
for
the
hold
ing
of th
e m
eetin
g or
is u
nwill
ing
to a
ct, t
he m
embe
rs
pres
ent s
hall
elec
t one
of
thei
r nu
mbe
rs to
be
chai
rman
of
the
mee
ting.
53.
Cha
irman
of B
oard
to p
resid
e at
all
mee
tings
Th
e ch
airm
an C
hair
man
, if a
ny, o
f the
Boa
rd o
f Dire
ctor
s or
in
his
abse
nce
the
Dep
uty
Cha
irman
sha
ll pr
esid
e as
cha
irman
ch
airp
erso
n at
eve
ry g
ener
al m
eetin
g of
the
Com
pany
, or
if
ther
e is
no
such
Cha
irman
or
Dep
uty
Cha
irman
, or
if he
is n
ot
pres
ent
with
in f
iftee
n m
inut
es a
fter
the
time
appo
inte
d fo
r th
e ho
ldin
g of
the
mee
ting
or i
s un
will
ing
to a
ct,
the
mem
bers
pr
esen
t sh
all
elec
t on
e of
th
eir
num
bers
to
be
ch
airm
an
chai
rper
son
of th
e m
eetin
g. A
pro
xy sh
all n
ot b
e el
igib
le to
be
elec
ted
as th
e ch
airp
erso
n of
the
mee
ting.
76 77
73
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
47.
Not
ice
of a
djou
rned
mee
ting
Th
e ch
airm
an m
ay,
with
the
con
sent
of
any
mee
ting
at
whi
ch a
quo
rum
is p
rese
nt (
and
shal
l if
so d
irect
ed b
y th
e m
eetin
g), a
djou
rn th
e m
eetin
g fr
om ti
me
to ti
me
and
from
pl
ace
to p
lace
, bu
t no
bus
ines
s sh
all
be t
rans
acte
d at
any
ad
jour
ned
mee
ting
othe
r tha
n th
e bu
sine
ss le
ft un
finis
hed
at
the
mee
ting
from
whi
ch th
e ad
jour
nmen
t too
k pl
ace.
Whe
n a
mee
ting
is a
djou
rned
for t
hirty
day
s or
mor
e, n
otic
e of
the
adjo
urne
d m
eetin
g sh
all
be g
iven
as
in t
he c
ase
of a
n or
igin
al m
eetin
g. S
ave
as a
fore
said
it s
hall
not b
e ne
cess
ary
to g
ive
any
notic
e of
an
adjo
urnm
ent o
r of
the
busi
ness
to
be tr
ansa
cted
at a
n ad
jour
ned
mee
ting.
54.
Not
ice
of a
djou
rned
mee
ting
(a
) Th
e ch
airm
an c
hair
pers
on m
ay,
with
the
con
sent
of
any
mee
ting
at w
hich
a q
uoru
m is
pre
sent
(and
shal
l if s
o di
rect
ed b
y th
e m
eetin
g), a
djou
rn th
e m
eetin
g fr
om ti
me
to ti
me
and
from
pl
ace
to p
lace
, bu
t no
bus
ines
s sh
all
be t
rans
acte
d at
any
ad
jour
ned
mee
ting
othe
r tha
n th
e bu
sine
ss le
ft un
finish
ed a
t the
m
eetin
g fr
om w
hich
the
adj
ourn
men
t to
ok p
lace
. W
hen
a m
eetin
g is
adj
ourn
ed f
or t
hirty
day
s or
mor
e, n
otic
e of
the
ad
jour
ned
mee
ting
shal
l be
giv
en a
s in
the
case
of
an o
rigin
al
mee
ting.
Sav
e as
afo
resa
id it
sha
ll no
t be
nece
ssar
y to
giv
e an
y no
tice
of a
n ad
jour
nmen
t or
of th
e bu
sine
ss to
be
trans
acte
d at
an
adj
ourn
ed m
eetin
g.
(b) W
here
a r
esol
utio
n is
pas
sed
at a
n ad
jour
ned
mee
ting
of
the
Com
pany
or
of h
olde
rs o
f an
y cl
ass
of s
hare
s, th
e re
solu
tion
shal
l, fo
r al
l pur
pose
s, be
tre
ated
as
havi
ng b
een
pass
ed o
n th
e da
te o
n w
hich
it w
as in
fact
pas
sed.
48.
How
reso
lutio
n de
cide
d A
t any
gen
eral
mee
ting
a re
solu
tion
to p
ut to
the
vote
of t
he
mee
ting
shal
l be
deci
ded
on a
show
of h
ands
unl
ess a
pol
l is
(bef
ore
or o
n th
e de
clar
atio
n of
the
res
ult
of t
he s
how
of
hand
s) d
eman
ded:
- (a
) by
the
chai
rman
; (b
) by
at l
east
thre
e (3
) m
embe
rs p
rese
nt in
per
son
or
by p
roxy
; (c
) by
any
mem
ber o
r mem
bers
pre
sent
in p
erso
n or
by
55.
How
reso
lutio
n de
cide
d Su
bjec
t to
Rul
e 56
, at a
ny g
ener
al m
eetin
g a
reso
lutio
n to
put
to
the
vote
of
the
mee
ting
shal
l be
dec
ided
on
a sh
ow o
f ha
nds
unle
ss a
pol
l is
(bef
ore
or o
n th
e de
clar
atio
n of
the
resu
lt of
the
show
of h
ands
) dem
ande
d:-
(a)
by th
e ch
airm
an c
hair
pers
on;
(b)
by a
t le
ast
thre
e (3
) M
embe
rs p
rese
nt i
n pe
rson
or
by
prox
y;
(c)
by a
ny M
embe
r or
Mem
bers
pre
sent
in
pers
on o
r by
78
74
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
prox
y an
d re
pres
entin
g no
t les
s th
an o
ne-te
nth
of th
e to
tal
votin
g rig
ht o
f al
l mem
bers
hav
ing
the
right
to v
ote
at th
e m
eetin
g; o
r (d
) by
m
embe
r or
mem
bers
hol
ding
sha
res
in t
he
Com
pany
con
ferr
ing
a rig
ht t
o vo
te a
t th
e m
eetin
g be
ing
shar
es o
n w
hich
an
aggr
egat
e su
m h
as b
een
paid
up
equa
l to
not l
ess t
han
one-
tent
h of
the
tota
l sum
pai
d up
on
all s
hare
s co
nfer
ring
that
righ
t. U
nles
s a
poll
is s
o de
man
ded
a de
clar
atio
n by
the
chai
rman
th
at a
res
olut
ion
has
on a
sho
w o
f ha
nds
been
car
ried
unan
imou
sly,
or
by a
par
ticul
ar m
ajor
ity,
or l
ost,
and
an
entry
to th
at e
ffec
t in
the
book
con
tain
ing
the
min
utes
of t
he
proc
eedi
ngs
of t
he C
ompa
ny s
hall
be c
oncl
usiv
e ev
iden
ce
of th
e fa
ct w
ithou
t pro
of o
f the
num
ber o
f pro
porti
on o
f the
vo
tes
reco
rded
in
favo
r of
or
agai
nst
the
reso
lutio
n. T
he
dem
and
for a
pol
l may
be
with
draw
n.
prox
y an
d re
pres
entin
g no
t les
s tha
n on
e-te
nth
of th
e to
tal v
otin
g rig
ht o
f all
Mem
bers
hav
ing
the
right
to v
ote
at th
e m
eetin
g; o
r (d
) by
Mem
ber o
r Mem
bers
hol
ding
sha
res i
n th
e C
ompa
ny
conf
errin
g a
right
to v
ote
at th
e m
eetin
g be
ing
shar
es o
n w
hich
an
agg
rega
te s
um h
as b
een
paid
up
equa
l to
not l
ess
than
one
-te
nth
of th
e to
tal s
um p
aid
up o
n al
l sha
res c
onfe
rrin
g th
at ri
ght.
Unl
ess
a po
ll is
so
dem
ande
d a
decl
arat
ion
by t
he c
hairm
an
chai
rper
son
that
a r
esol
utio
n ha
s on
a s
how
of
hand
s be
en
carr
ied
unan
imou
sly,
or b
y a
parti
cula
r maj
ority
, or l
ost,
and
an
entry
to
that
eff
ect
in t
he b
ook
cont
aini
ng t
he m
inut
es o
f th
e pr
ocee
ding
s of
the
Com
pany
sha
ll be
con
clus
ive
evid
ence
of t
he
fact
with
out
proo
f of
the
num
ber
of p
ropo
rtion
of
the
vote
s re
cord
ed in
favo
r of o
r aga
inst
the
reso
lutio
n. T
he d
eman
d fo
r a
poll
may
be
with
draw
n.
[New
Rul
e]
56.
Res
olut
ion
in n
otic
e to
be
deci
ded
by p
oll
Any
res
olut
ion
set
out i
n th
e no
tice
of a
ny g
ener
al m
eetin
g,
or in
any
not
ice
of r
esol
utio
n w
hich
may
pro
perl
y be
mov
ed
and
is in
tend
ed to
be
mov
ed a
t any
gen
eral
mee
ting
shal
l be
vote
d on
by
poll.
49.
How
pol
l to
be ta
ken
If
a po
ll is
dul
y de
man
ded
shal
l be
tak
en i
n su
ch m
anne
r an
d ei
ther
at
once
or
afte
r an
int
erva
l or
adj
ourn
men
t or
ot
herw
ise
as th
e ch
airm
an d
irect
s, an
d th
e re
sult
of th
e po
ll sh
all b
e th
e re
solu
tion
of th
e m
eetin
gs a
t whi
ch th
e po
ll w
as
dem
ande
d, b
ut a
pol
l de
man
ded
on t
he e
lect
ion
of a
57.
How
pol
l to
be ta
ken
If
a p
oll
is d
uly
dem
ande
d sh
all
be ta
ken
in s
uch
man
ner
and
eith
er a
t onc
e or
afte
r an
inte
rval
or a
djou
rnm
ent o
r oth
erw
ise
as
the
chai
rman
cha
irpe
rson
dire
cts,
and
the
resu
lt of
the
poll
shal
l be
the
res
olut
ion
of t
he
mee
tings
at
whi
ch t
he p
oll
was
de
man
ded,
but
a p
oll
dem
ande
d on
the
elec
tion
of a
cha
irman
78 79
75
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
chai
rman
or
on a
que
stio
n of
adj
ourn
men
t sh
all
be t
aken
fo
rthw
ith.
chai
rper
son
or o
n a
ques
tion
of a
djou
rnm
ent
shal
l be
tak
en
forth
with
.
50.
(a)
Cha
irman
’s d
eter
min
atio
n in
cas
e of
dis
pute
In
cas
e of
any
dis
pute
as
to th
e ad
mis
sion
or
reje
ctio
n of
a
vote
the
Cha
irman
shal
l det
erm
ine
the
sa
me
and
such
de
term
inat
ion
shal
l be
final
and
con
clus
ive.
(b
) C
hairm
an to
hav
e a
cast
ing
vote
In
cas
e of
an
equa
lity
of v
otes
, the
Cha
irman
(if
he is
als
o th
e C
hairm
an o
r in
his a
bsen
ce, t
he D
eput
y C
hairm
an o
f the
B
oard
of D
irect
ors)
sha
ll, b
oth
on a
sho
w o
f han
ds a
nd o
n a
poll,
hav
e a
cast
ing
vote
. Whe
re t
he C
hairm
an o
r D
eput
y C
hairm
an is
als
o a
mem
ber
of th
e C
ompa
ny, h
e sh
all h
ave
the
cast
ing
vote
in a
dditi
on to
the
vote
s to
whi
ch h
e m
ay b
e en
title
d as
a m
embe
r.
58.
(a)
Cha
irman
C
hair
pers
on’s
de
term
inat
ion
in
case
of
di
sput
e In
cas
e of
any
dis
pute
as
to th
e ad
mis
sion
or r
ejec
tion
of a
vot
e th
e C
hairm
an c
hair
pers
on s
hall
dete
rmin
e th
e sa
me
and
such
de
term
inat
ion
shal
l be
final
and
con
clus
ive.
(b
) C
hairm
an C
hair
pers
on to
hav
e a
cast
ing
vote
In
cas
e of
an
equa
lity
of v
otes
, the
cha
irman
cha
irpe
rson
(if h
e is
als
o th
e C
hairm
an o
r in
his
abse
nce,
the
Dep
uty
Cha
irman
of
the
Boa
rd o
f Dire
ctor
s) s
hall,
bot
h on
a s
how
of h
ands
and
on
a po
ll, n
ot h
ave
a ca
stin
g vo
te. W
here
the
Cha
irman
or
Dep
uty
Cha
irman
is a
lso
a M
embe
r of
the
Com
pany
, he
shal
l not
hav
e th
e ca
stin
g vo
te i
n ad
ditio
n to
the
vot
es t
o w
hich
he
may
be
entit
led
as a
Mem
ber.
[New
Rul
e]
59.
App
oint
men
t of s
crut
inee
r T
he C
ompa
ny m
ust
appo
int
at l
east
one
(1)
scr
utin
eer
to
valid
ate
the
vote
s ca
st b
y po
ll at
any
gen
eral
mee
ting
of th
e C
ompa
ny.
Such
scr
utin
eer
mus
t no
t be
an
offic
er o
f th
e lis
ted
issue
r or
its
re
late
d co
rpor
atio
n,
and
mus
t be
in
depe
nden
t of
the
per
son
unde
rtak
ing
the
polli
ng p
roce
ss.
If su
ch sc
rutin
eer
is in
tere
sted
in a
res
olut
ion
to b
e pa
ssed
at
the
gene
ral m
eetin
g, th
e sc
rutin
eer
mus
t ref
rain
from
act
ing
as th
e sc
rutin
eer
for
that
res
olut
ion.
80
76
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
VO
TE
S O
F M
EM
BE
RS
51.
Vot
es o
f mem
bers
(a
) Su
bjec
t to
any
rig
hts
or r
estri
ctio
ns f
or t
he t
ime
bein
g at
tach
ed to
any
cla
ss o
r cla
sses
of s
hare
s: -
(i)
at m
eetin
gs o
f mem
bers
or c
lass
es o
f mem
bers
eac
h m
embe
r en
title
d to
vot
e sh
all b
e en
title
d to
be
pres
ent a
nd
may
vot
e in
per
son,
or b
y pr
oxy
or, b
eing
a c
orpo
ratio
n, b
y re
pres
enta
tive
in re
spec
t of a
ny s
hare
or
shar
es u
pon
whi
ch
all c
alls
due
to th
e co
mpa
ny h
as b
een
paid
. (ii
) O
n a
show
of
hand
s ev
ery
pers
on p
rese
nt w
ho is
a
mem
ber,
a pr
oxy
or a
rep
rese
ntat
ive
of a
mem
ber
has
one
vote
, an
d on
a p
oll
ever
y pe
rson
pre
sent
in
pers
on o
r by
pr
oxy
or r
epre
sent
ativ
e ha
s on
e vo
te f
or e
ach
shar
e he
ho
lds;
and
(ii
i) on
a s
how
of h
ands
any
mem
ber w
ho is
a p
roxy
for
anot
her
mem
ber
and
any
pers
on w
ho i
s a
prox
y fo
r m
ore
than
one
mem
ber s
hall
have
onl
y on
e vo
te.
(iv)
on a
reso
lutio
n to
be
deci
ded
by a
sho
w o
f han
ds, a
m
embe
r w
ho i
s a
hold
er o
f or
dina
ry s
hare
s or
pre
fere
nce
shar
es w
ho is
per
sona
lly p
rese
nt a
nd e
ntitl
ed to
vot
e sh
all
be e
ntitl
ed to
one
vot
e.
(b)
Any
pro
xy o
r re
pres
enta
tive
appo
inte
d to
vot
e an
d at
tend
inst
ead
of a
mem
ber s
hall
have
the
sam
e rig
ht a
s th
e m
embe
r to
spea
k at
the
mee
ting.
(c
) Su
bjec
t to
Arti
cles
53,
56
and
56A
, a m
embe
r of
th
e C
ompa
ny e
ntitl
ed to
atte
nd a
nd v
ote
at a
mee
ting
of th
e
60.
Vot
es o
f Mem
bers
(a
) Su
bjec
t to
any
rig
hts
or r
estri
ctio
ns f
or t
he ti
me
bein
g at
tach
ed to
any
cla
ss o
r cla
sses
of s
hare
s: -
(i)
at m
eetin
gs o
f M
embe
rs o
r cl
asse
s of
Mem
bers
eac
h m
embe
r ent
itled
to v
ote
shal
l be
entit
led
to b
e pr
esen
t and
may
vo
te
in
pers
on,
or
by
prox
y or
, be
ing
a co
rpor
atio
n,
by
repr
esen
tativ
e in
res
pect
of
any
shar
e or
sha
res
upon
whi
ch a
ll ca
lls d
ue to
the
com
pany
has
bee
n pa
id.
(ii)
On
a sh
ow o
f ha
nds
ever
y pe
rson
pre
sent
who
is
a M
embe
r, a
prox
y or
a re
pres
enta
tive
of a
Mem
ber h
as o
ne v
ote,
an
d on
a p
oll
ever
y pe
rson
pre
sent
in
pers
on o
r by
pro
xy o
r re
pres
enta
tive
has o
ne v
ote
for e
ach
shar
e he
hol
ds; a
nd
(iii)
on a
sho
w o
f ha
nds
any
Mem
ber
who
is
a pr
oxy
for
anot
her
Mem
ber
and
any
pers
on w
ho is
a p
roxy
for
mor
e th
an
one
Mem
ber s
hall
have
onl
y on
e vo
te.
(iv)
on a
res
olut
ion
to b
e de
cide
d by
a s
how
of
hand
s, a
Mem
ber w
ho is
a h
olde
r of o
rdin
ary
shar
es o
r pre
fere
nce
shar
es
who
is p
erso
nally
pre
sent
and
ent
itled
to v
ote
shal
l be
entit
led
to
one
vote
. (b
) A
ny p
roxy
or
repr
esen
tativ
e ap
poin
ted
to v
ote
and
atte
nd i
nste
ad o
f a
Mem
ber
shal
l ha
ve t
he s
ame
right
as
the
Mem
ber t
o sp
eak
at th
e m
eetin
g.
(c)
Subj
ect
to A
rticl
es 5
3, 5
6 an
d 56
A R
ules
62,
65,
66,
an
d 67
, a M
embe
r of t
he C
ompa
ny e
ntitl
ed to
atte
nd a
nd v
ote
at
80 81
77
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
Com
pany
, or
at a
mee
ting
of a
ny c
lass
of
mem
bers
of
the
Com
pany
, sh
all
be e
ntitl
ed t
o ap
poin
t an
y pe
rson
as
his
prox
y to
atte
nd a
nd v
ote
inst
ead
of t
he m
embe
r at
the
m
eetin
g. T
here
sha
ll be
no
rest
rictio
n as
to th
e qu
alifi
catio
n of
the
prox
y.
a m
eetin
g of
the
Com
pany
, or
at
a m
eetin
g of
any
cla
ss o
f M
embe
rs o
f th
e C
ompa
ny,
shal
l be
ent
itled
to
appo
int
any
pers
on a
s hi
s pr
oxy
to a
ttend
and
vot
e in
stea
d of
the
Mem
ber a
t th
e m
eetin
g. T
here
sha
ll be
no
rest
rictio
n as
to th
e qu
alifi
catio
n of
the
prox
y.
(d) N
otw
ithst
andi
ng th
e R
ule
60(a
) abo
ve, n
o M
embe
r sh
all
be e
ntitl
ed t
o vo
te a
t a
gene
ral
mee
ting
unle
ss a
ll ca
lls o
r ot
her
sum
s pr
esen
tly p
ayab
le b
y th
e M
embe
r in
res
pect
of
his s
hare
s has
bee
n pa
id.
51
A.
Vot
ing
right
s of s
hare
s of d
iffer
ent m
onet
ary
deno
min
atio
ns
Whe
re t
he c
apita
l of
the
Com
pany
con
sist
s of
sha
res
of
diff
eren
t m
onet
ary
deno
min
atio
ns,
votin
g rig
hts
shal
l be
pr
escr
ibed
in
such
a m
anne
r th
at a
uni
t of
cap
ital
in e
ach
clas
s, w
hen
redu
ced
to a
com
mon
den
omin
ator
, sha
ll ca
rry
the
sam
e vo
ting
pow
er w
hen
such
righ
t is e
xerc
isab
le.
- To
be
dele
ted.
[N
ew R
ule]
61
. R
esol
utio
ns o
f Mem
bers
(a
) A
n or
dina
ry r
esol
utio
n of
the
Mem
bers
or
a cl
ass
of
Mem
bers
of
the
Com
pany
sha
ll be
pas
sed
by a
sim
ple
maj
ority
of
mor
e th
an h
alf
of s
uch
Mem
bers
who
are
en
title
d to
vot
e an
d do
vot
e in
per
son,
or
whe
re p
roxi
es a
re
all o
wed
, by
prox
y at
a m
eetin
g of
Mem
bers
. (b
) A sp
ecia
l res
olut
ion
of th
e M
embe
rs o
r cl
ass
of M
embe
rs
of a
com
pany
sha
ll be
pas
sed
by a
maj
ority
of
not l
ess
than
se
vent
y-fiv
e pe
r ce
nt (
75%
) of
suc
h M
embe
rs w
ho a
re
entit
led
to v
ote
and
do v
ote
in p
erso
n, o
r w
here
pro
xies
are
al
low
ed, b
y pr
oxy
at a
mee
ting
of M
embe
rs.
82
78
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
52.
Vot
es o
f joi
nt h
olde
rs o
f sha
res
In t
he c
ase
of j
oint
hol
ders
the
vot
e of
the
sen
ior
who
te
nder
s a
vote
, w
heth
er i
n pe
rson
or
by p
roxy
, sh
all
be
acce
pted
to
the
excl
usio
n of
the
vot
es o
f th
e ot
her
join
t ho
lder
s an
d fo
r th
is p
urpo
se s
enio
rity
shal
l be
det
erm
ined
by
the
ord
er i
n w
hich
the
nam
es s
tand
in
the
regi
ster
of
mem
bers
.
- To
be
dele
ted.
53.
Vot
es o
f men
tally
dis
orde
red
mem
bers
A
mem
ber
who
is
of u
nsou
nd m
ind
or w
hose
per
son
or
esta
te i
s lia
ble
to b
e de
alt
with
in
any
way
und
er t
he l
aw
rela
ting
to m
enta
l dis
orde
r m
ay v
ote
whe
ther
or
a sh
ow o
f ha
nds
or o
n a
poll,
by
his
com
mitt
ee o
r by
suc
h ot
her
pers
on a
s pr
oper
ly h
as t
he m
anag
emen
t of
his
est
ate,
and
an
y su
ch c
omm
ittee
or o
ther
pe
rson
may
vot
e by
pro
xy
or a
ttorn
ey.
62.
Vot
es o
f men
tally
dis
orde
red
Mem
bers
A
Mem
ber w
ho is
of u
nsou
nd m
ind
or w
hose
per
son
or e
stat
e is
lia
ble
to b
e de
alt
with
in
any
way
und
er t
he l
aw r
elat
ing
to
men
tal d
isor
der m
ay v
ote
whe
ther
or o
n a
show
of h
ands
or o
n a
poll,
by
his
com
mitt
ee o
r by
suc
h ot
her
pers
on a
s pr
oper
ly h
as
the
man
agem
ent o
f his
est
ate,
and
any
suc
h co
mm
ittee
or
othe
r pe
rson
may
vot
e by
pro
xy o
r atto
rney
.
54.
Mem
bers
ind
ebte
d to
Com
pany
in
resp
ect
of s
hare
s no
t en
title
d to
vot
e N
o m
embe
r sha
ll be
ent
itled
to v
ote
at a
ny g
ener
al m
eetin
g un
less
all
calls
, or
othe
r su
ms
pres
ently
pay
able
by
him
in
resp
ect o
f sha
res i
n th
e C
ompa
ny h
ave
been
pai
d.
63.
Mem
bers
inde
bted
to C
ompa
ny in
resp
ect o
f sha
res
not e
ntitl
ed
to v
ote
No
Mem
ber
shal
l be
ent
itled
to
vote
at
any
gene
ral
mee
ting
unle
ss a
ll ca
lls,
or o
ther
sum
s pr
esen
tly p
ayab
le b
y hi
m i
n re
spec
t of s
hare
s in
the
Com
pany
hav
e be
en p
aid.
55.
Rai
sing
obj
ectio
ns to
vot
ing
qual
ifica
tions
N
o ob
ject
ions
sha
ll be
rai
sed
to t
he q
ualif
icat
ion
of a
ny
vote
r ex
cept
at t
he m
eetin
g or
adj
ourn
ed a
t whi
ch th
e vo
te
obje
cted
to
is g
iven
or
tend
ered
, an
d ev
ery
vote
not
di
sallo
wed
at
such
mee
ting
shal
l be
val
id f
or a
ll pu
rpos
es
and
such
obj
ectio
n m
ade
in d
ue ti
me
shal
l be
refe
rred
to th
e
64.
Rai
sing
obj
ectio
ns to
vot
ing
qual
ifica
tions
N
o ob
ject
ions
sha
ll be
rai
sed
to t
he q
ualif
icat
ion
of a
ny v
oter
ex
cept
at t
he m
eetin
g or
adj
ourn
ed a
t whi
ch th
e vo
te o
bjec
ted
to
is g
iven
or
tend
ered
, an
d ev
ery
vote
not
dis
allo
wed
at
such
m
eetin
g sh
all b
e va
lid fo
r all
purp
oses
and
suc
h ob
ject
ion
mad
e in
due
tim
e sh
all b
e re
ferr
ed to
the
chai
rman
cha
irpe
rson
of t
he
82 83
79
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
chai
rman
of
the
mee
ting
who
se d
ecis
ion
shal
l be
final
and
co
nclu
sive
.
mee
ting
who
se d
ecis
ion
shal
l be
final
and
con
clus
ive.
[N
ew R
ule]
65
. A
ppoi
ntm
ent o
f Pro
xy
(1)
Subj
ect
to s
ub-r
ules
(2)
and
(3)
, a
Mem
ber
shal
l be
en
title
d to
app
oint
up
to tw
o (2
) per
sons
as
his
prox
y to
ex
erci
se a
ll or
any
of
his
righ
ts t
o at
tend
, pa
rtic
ipat
e,
spea
k an
d vo
te a
t a
gene
ral
mee
ting.
A
Mem
ber
who
ap
poin
ts m
ore
than
one
(1) p
roxy
in r
elat
ion
to a
gen
eral
m
eetin
g m
ust s
peci
fy th
e pr
opor
tion
of h
is s
hare
hold
ing
repr
esen
ted
by e
ach
prox
y.
(2)
Whe
re a
Mem
ber
entit
led
to v
ote
on a
res
olut
ion
has
appo
inte
d a
prox
y, t
he p
roxy
sha
ll on
ly b
e en
title
d to
vo
te o
n a
show
of h
ands
if h
e is
the
only
pro
xy a
ppoi
nted
by
the
Mem
ber.
(3
) W
here
a M
embe
r en
title
d to
vot
e on
a r
esol
utio
n ha
s ap
poin
ted
mor
e th
an o
ne (1
) pro
xy –
(a)
the
prox
ies
shal
l on
ly b
e en
title
d to
vot
e on
a p
oll;
and
(b)
the
appo
intm
ent s
hall
not b
e va
lid u
nles
s he
spec
ifies
th
e pr
opor
tions
of h
is sh
areh
oldi
ng to
be
repr
esen
ted
by e
ach
prox
y.
56
. In
stru
men
t app
oint
ing
a pr
oxy
to b
e in
writ
ing
The
inst
rum
ent
appo
intin
g a
prox
y sh
all
be i
n w
ritin
g (in
th
e co
mm
on o
r usu
al fo
rm) u
nder
the
hand
of t
he a
ppoi
nter
or
of
his
atto
rney
dul
y au
thor
ized
in
writ
ing
or,
if th
e
66.
Inst
rum
ent a
ppoi
ntin
g a
prox
y to
be
in w
ritin
g Th
e in
stru
men
t ap
poin
ting
a pr
oxy
shal
l be
in
writ
ing
(in t
he
com
mon
or u
sual
form
) und
er th
e ha
nd o
f the
app
oint
er o
r of h
is at
torn
ey d
uly
auth
oriz
ed i
n w
ritin
g or
, if
the
appo
inte
r is
a
84
80
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
appo
inte
r is
a c
orpo
ratio
n, e
ither
und
er s
eal
or u
nder
the
ha
nd o
f an
offic
er o
r atto
rney
dul
y au
thor
ized
. A p
roxy
may
bu
t nee
d no
t be
a m
embe
r of t
he C
ompa
ny. T
he in
stru
men
t ap
poin
ting
a pr
oxy
shal
l be
dee
med
to
conf
er a
utho
rity
to
dem
and
or jo
in d
eman
ding
a p
oll.
corp
orat
ion,
eith
er u
nder
sea
l or u
nder
the
hand
of a
n of
ficer
or
atto
rney
dul
y au
thor
ized
. A
pro
xy m
ay b
ut n
eed
not
be a
M
embe
r of t
he C
ompa
ny. T
he in
stru
men
t app
oint
ing
a pr
oxy
to
vote
on
a m
atte
r at
a g
ener
al m
eetin
g sh
all
be d
eem
ed t
o co
nfer
aut
horit
y to
dem
and
or jo
in d
eman
ding
a p
oll.
56
A
(a)
Atto
rney
as p
roxy
A
cop
y of
the
duly
reg
iste
red
pow
er o
f atto
rney
refe
rred
to
in A
rticl
e 56
sha
ll be
dep
osite
d w
ith th
e C
ompa
ny to
geth
er
with
the
inst
rum
ent a
ppoi
ntin
g th
e pr
oxy,
as
prov
ided
for i
n A
rticl
e 57
. (b
) C
orpo
ratio
n ca
n ap
poin
t rep
rese
ntat
ive
Any
cor
pora
tion
whi
ch is
a m
embe
r of
the
Com
pany
may
by
reso
lutio
n of
the
Dire
ctor
s of t
hat
corp
orat
ion
or
othe
r go
vern
ing
body
aut
horis
e su
ch p
erso
n as
it th
inks
fit
to a
ct a
s its
repr
esen
tativ
e at
any
mee
ting
of th
e C
ompa
ny,
and
the
pers
on so
aut
horis
ed sh
all b
e en
title
d to
exe
rcis
e th
e sa
me
pow
ers
on
beha
lf of
th
e co
rpor
atio
n w
hich
he
re
pres
ents
as
that
cor
pora
tion
whi
ch h
e re
pres
ents
as
that
co
rpor
atio
n co
uld
exer
cise
if it
wer
e an
indi
vidu
al m
embe
r of
the
Com
pany
.
67.
(a)
Atto
rney
as p
roxy
A
cop
y of
the
dul
y re
gist
ered
pow
er o
f at
torn
ey r
efer
red
to in
A
rticl
e 56
Rul
e 66
sha
ll be
dep
osite
d w
ith t
he C
ompa
ny
toge
ther
with
the
inst
rum
ent a
ppoi
ntin
g th
e pr
oxy,
as
prov
ided
fo
r in
Arti
cle
57 R
ule
70.
(b)
Cor
pora
tion
can
appo
int r
epre
sent
ativ
e A
ny c
orpo
ratio
n w
hich
is
a m
embe
r of
the
Com
pany
may
by
reso
lutio
n of
the
Dire
ctor
s of t
hat
corp
orat
ion
or
othe
r go
vern
ing
body
aut
horis
e su
ch p
erso
n as
it th
inks
fit t
o ac
t as i
ts
repr
esen
tativ
e at
any
mee
ting
of th
e C
ompa
ny, a
nd th
e pe
rson
so
auth
oris
ed s
hall
be e
ntitl
ed t
o ex
erci
se t
he s
ame
pow
ers
on
beha
lf of
the
corp
orat
ion
whi
ch h
e re
pres
ents
as t
hat c
orpo
ratio
n w
hich
he
repr
esen
ts a
s th
at c
orpo
ratio
n co
uld
exer
cise
if it
wer
e an
indi
vidu
al m
embe
r of t
he C
ompa
ny.
(i)
A M
embe
r w
hich
is a
cor
pora
tion
may
by
reso
lutio
n of
its
Boa
rd o
r ot
her
gove
rnin
g bo
dy a
utho
rise
a p
erso
n or
pe
rson
s to
act
as
its r
epre
sent
ativ
e or
rep
rese
ntat
ives
at a
ny
mee
ting
of M
embe
rs o
f the
Com
pany
.
(ii) I
f the
cor
pora
tion
auth
orise
s on
ly o
ne p
erso
n, th
e pe
rson
sh
all b
e en
title
d to
exe
rcis
e th
e sa
me
pow
ers o
n be
half
of th
e co
rpor
atio
n as
the
cor
pora
tion
coul
d ex
erci
se i
f he
was
an
indi
vidu
al M
embe
r of
the
Com
pany
.
84 85
81
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(iii)
If t
he c
orpo
ratio
n au
thor
ises
mor
e th
an o
ne p
erso
n as
its
rep
rese
ntat
ive,
eve
ry o
ne o
f the
rep
rese
ntat
ives
is e
ntitl
ed
to e
xerc
ise th
e sa
me
pow
ers
on b
ehal
f of
the
corp
orat
ion
as
the
corp
orat
ion
coul
d ex
erci
se
if ev
ery
one
of
the
repr
esen
tativ
es w
as a
n in
divi
dual
Mem
ber
of th
e C
ompa
ny.
(iv
) If t
he c
orpo
ratio
n au
thor
ises
mor
e th
an o
ne p
erso
n an
d m
ore
than
one
of t
he r
epre
sent
ativ
es p
urpo
rt to
exe
rcise
the
pow
er u
nder
Rul
e 67
(b)(i
ii):
(a
a) if
the
repr
esen
tativ
es p
urpo
rt to
exe
rcis
e th
e po
wer
in
the
sam
e w
ay, t
he p
ower
is tr
eate
d as
exe
rcise
d in
th
at w
ay; o
r (b
b ) if
the
repr
esen
tativ
es d
o no
t pur
port
to e
xerc
ise th
e po
wer
in t
he s
ame
way
, the
pow
er is
tre
ated
as
not
exer
cise
d.
(v) T
he a
utho
rity
giv
en b
y a
corp
orat
ion
to a
rep
rese
ntat
ive
may
be
for
a pa
rtic
ular
gen
eral
mee
ting
or f
or a
ll m
eetin
gs
of t
he C
ompa
ny.
In t
he c
ase
of t
he l
atte
r, t
he p
erso
n au
thor
ised
sha
ll be
ent
itled
to e
xerc
ise
his
pow
ers
on b
ehal
f of
the
cor
pora
tion
until
his
auth
ority
is
revo
ked
by t
he
corp
orat
ion.
(vi)
A c
ertif
icat
e of
aut
hori
satio
n by
the
corp
orat
ion
shal
l be
prim
a fa
cie
evid
ence
of t
he a
ppoi
ntm
ent o
r re
voca
tion
of th
e ap
poin
tmen
t, as
the
case
may
be,
und
er R
ule
67(b
)(i).
86
82
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
56B
A
ppoi
ntm
ent o
f mor
e th
an o
ne p
roxy
W
here
a m
embe
r of t
he C
ompa
ny is
an
auth
oris
ed n
omin
ee
as
defin
ed
unde
r th
e Se
curit
ies
Indu
stry
(C
entra
l D
epos
itorie
s) A
ct, 1
991,
it m
ay a
ppoi
nt a
t lea
st o
ne p
roxy
in
res
pect
of
each
sec
uriti
es a
ccou
nt it
hol
ds w
ith o
rdin
ary
shar
es o
f th
e C
ompa
ny s
tand
ing
to t
he c
redi
t of
the
sai
d se
curit
ies a
ccou
nt.
68.
No
amen
dmen
ts re
quire
d.
56C
A
ppoi
ntm
ent o
f mul
tiple
pro
xies
(a
) W
here
a m
embe
r of
the
Com
pany
is
an e
xem
pt
auth
oris
ed n
omin
ee w
hich
hol
ds o
rdin
ary
shar
es i
n th
e C
ompa
ny f
or m
ultip
le b
enef
icia
l ow
ners
in
one
secu
ritie
s ac
coun
t (“
omni
bus
acco
unt”
), th
ere
is n
o lim
it to
the
nu
mbe
r of
pro
xies
whi
ch t
he e
xem
pt a
utho
rized
nom
inee
m
ay a
ppoi
nt in
resp
ect o
f eac
h om
nibu
s acc
ount
it h
olds
. (b
) A
n ex
empt
au
thor
ised
no
min
ee
refe
rs
to
an
auth
oris
ed n
omin
ee d
efin
ed u
nder
the
Sec
uriti
es I
ndus
try
(Cen
tral
Dep
osito
ries)
A
ct
1991
(“
SIC
DA
”)
whi
ch
is
exem
pted
fr
om
com
plia
nce
with
th
e pr
ovis
ions
of
su
bsec
tion
25A
(1) o
f SIC
DA
.
69.
No
amen
dmen
ts re
quire
d.
56D
A
ppoi
ntm
ent o
f mul
tiple
pro
xies
by
indi
vidu
al m
embe
rs
(a)
Subj
ect
to A
rticl
es 5
6B a
nd 5
6C,
a m
embe
r sh
all
not b
e en
title
d to
app
oint
mor
e t
han
two
prox
ies
to a
ttend
an
d vo
te a
t the
sam
e m
eetin
g.
(b)
W
here
a
mem
ber
appo
ints
tw
o pr
oxie
s, th
e ap
poin
tmen
ts
shal
l be
in
valid
un
less
he
sp
ecifi
es
the
prop
ortio
ns o
f his
hol
ding
s to
be re
pres
ente
d by
eac
h pr
oxy.
- To
be
dele
ted.
86 87
83
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
57.
Form
of p
roxy
may
allo
w v
otin
g fo
r or a
gain
st
Whe
re i
t is
des
ired
to a
fford
mem
bers
an
oppo
rtuni
ty o
f vo
ting
for o
r aga
inst
a re
solu
tion
the
inst
rum
ent a
ppoi
ntin
g a
prox
y sh
all
be i
n th
e fo
llow
ing
form
or
a fo
rm a
s ne
ar
ther
eto
as c
ircum
stan
ces a
dmit:
- [p
roxy
form
]
70.
No
amen
dmen
ts re
quire
d.
58.
Inst
rum
ent a
ppoi
ntin
g a
prox
y to
be
left
at th
e of
fice
Th
e in
stru
men
t ap
poin
ting
a pr
oxy
and
the
pow
er o
f at
torn
ey o
r oth
er a
utho
rity,
if a
ny, u
nder
whi
ch it
is s
igne
d or
a n
otar
ially
cer
tifie
d co
py o
f tha
t pow
er o
r aut
horit
y sh
all
be d
epos
ited
at th
e re
gist
ered
off
ice
of th
e C
ompa
ny, o
r at
su
ch o
ther
pla
ce w
ithin
Mal
aysi
a as
is
spec
ified
for
tha
t pu
rpos
e in
not
ice
conv
enin
g th
e m
eetin
g or
adj
ourn
ed
mee
ting
at w
hich
the
per
son
nam
ed i
n th
e in
stru
men
t pr
opos
es t
o vo
te,
or,
in t
he c
ase
of a
pol
l, no
t le
ss t
han
twen
ty-fo
ur (
24)
hour
s be
fore
the
tim
e ap
poin
ted
for
the
taki
ng o
f th
e po
ll, a
nd i
n de
faul
t th
e in
stru
men
t of
pro
xy
shal
l not
be
treat
ed a
s val
id.
71.
Inst
rum
ent a
ppoi
ntin
g a
prox
y to
be
left
at th
e of
fice
Th
e in
stru
men
t app
oint
ing
a pr
oxy
and
the
pow
er o
f atto
rney
or
othe
r au
thor
ity, i
f an
y, u
nder
whi
ch it
is s
igne
d or
a n
otar
ially
ce
rtifie
d co
py o
f tha
t pow
er o
r aut
horit
y sh
all b
e de
posit
ed a
t the
re
gist
ered
off
ice
of th
e C
ompa
ny, o
r at
suc
h ot
her
plac
e w
ithin
M
alay
sia
as is
spec
ified
for t
hat p
urpo
se in
not
ice
conv
enin
g th
e m
eetin
g or
adj
ourn
ed m
eetin
g, n
ot l
ess
than
for
ty-e
ight
(48
) ho
urs
befo
re t
he ti
me
for
hold
ing
the
mee
ting
or a
djou
rned
m
eetin
g, a
t whi
ch th
e pe
rson
nam
ed in
the
inst
rum
ent p
ropo
ses
to v
ote,
or,
in th
e ca
se o
f a
poll,
not
less
than
twen
ty-fo
ur (
24)
hour
s bef
ore
the
time
appo
inte
d fo
r the
taki
ng o
f the
pol
l, an
d in
de
faul
t the
inst
rum
ent o
f pro
xy sh
all n
ot b
e tre
ated
as v
alid
.
59.
Whe
n vo
te b
y pr
oxy
valid
thou
gh a
utho
rity
revo
ked
A v
ote
give
n in
acc
orda
nce
with
term
s of a
n in
stru
men
t of a
pr
oxy
or
atto
rney
sh
all
be
valid
no
twith
stan
ding
th
e pr
evio
us d
eath
or
unso
undn
ess
of m
ind
of th
e pr
inci
pal o
r re
voca
tion
of th
e in
stru
men
t or o
f the
aut
horit
y un
der w
hich
th
e in
stru
men
t was
exe
cute
d, o
r the
tran
sfer
of t
he s
hare
in
resp
ect o
f whi
ch th
e in
stru
men
t is
give
n, if
no
intim
atio
n in
w
ritin
g of
suc
h de
ath,
uns
ound
ness
of
min
d, re
voca
tion,
or
trans
fer
as a
fore
said
has
bee
n re
ceiv
ed b
y th
e C
ompa
ny a
t th
e re
gist
ered
off
ice
befo
re t
he c
omm
ence
men
t of
the
72.
Whe
n vo
te b
y pr
oxy
valid
thou
gh a
utho
rity
revo
ked
A v
ote
give
n in
acc
orda
nce
with
ter
ms
of a
n in
stru
men
t of
a
prox
y or
atto
rney
sha
ll be
val
id n
otw
ithst
andi
ng t
he p
revi
ous
deat
h or
uns
ound
ness
of
min
d of
the
prin
cipa
l or
revo
catio
n of
th
e in
stru
men
t or
of
the
auth
ority
und
er w
hich
the
ins
trum
ent
was
exe
cute
d, o
r the
tran
sfer
of t
he sh
are
in re
spec
t of w
hich
the
inst
rum
ent
is g
iven
, if
no i
ntim
atio
n in
writ
ing
of s
uch
deat
h,
unso
undn
ess
of m
ind,
rev
ocat
ion,
or
trans
fer
as a
fore
said
has
be
en r
ecei
ved
by th
e C
ompa
ny a
t the
reg
iste
red
offic
e no
t le
ss
than
twen
ty-f
our
(24)
hou
rs b
efor
e th
e co
mm
ence
men
t of
the
88
84
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
mee
ting
or a
djou
rned
mee
ting
at w
hich
the
ins
trum
ent
is
used
. m
eetin
g tim
e fo
r ho
ldin
g th
e m
eetin
g of
M
embe
rs
or
adjo
urne
d m
eetin
g at
whi
ch th
e in
stru
men
t is u
sed.
DIR
ECTO
RS’
APP
OIN
TME
NT,
ETC
60
. Fi
rst D
irect
ors
The
first
Dire
ctor
s an
d fo
unde
r m
embe
rs o
f th
e C
ompa
ny
shal
l be
Dr.
Abd
ul H
alim
bin
Haj
i Ism
ail a
nd M
ohd
Fadz
li bi
n Y
usof
.
73.
No
amen
dmen
ts re
quire
d.
60A
. D
elet
ed
-
61.
Del
eted
-
62.
Ret
irem
ent o
f Dire
ctor
s A
ll D
irect
ors
of th
e C
ompa
ny s
hall
retir
e fr
om th
e of
fice
at
leas
t onc
e ev
ery
3 ye
ars a
nd a
t the
Ann
ual G
ener
al m
eetin
g,
one
third
(1/3
) of t
he D
irect
ors f
or th
e tim
e be
ing,
or i
f the
ir nu
mbe
r is
not t
hree
or a
mul
tiple
of t
hree
, the
n th
e nu
mbe
r ne
ares
t to
one-
third
(1/3
), sh
all r
etire
from
off
ice.
74.
No
amen
dmen
ts re
quire
d.
63.
Ret
iring
Dire
ctor
elig
ible
for r
e-el
ectio
n A
retir
ing
Dire
ctor
shal
l be
elig
ible
for r
e-el
ectio
n.
75.
No
amen
dmen
ts re
quire
d.
63A
A
n el
ectio
n of
Dire
ctor
s sha
ll ta
ke p
lace
eac
h ye
ar.
76
. E
lect
ion
of D
irec
tors
A
n el
ectio
n of
Dire
ctor
s sha
ll ta
ke p
lace
eac
h ye
ar.
64
. Se
nior
Dire
ctor
s to
Ret
ire
The
Dire
ctor
s to
ret
ire i
n ev
ery
year
sha
ll be
tho
se w
ho
have
bee
n lo
nges
t in
offic
e si
nce
thei
r la
st e
lect
ion,
but
as
betw
een
pers
ons
who
bec
ame
Dire
ctor
s on
the
sam
e da
y
77.
No
amen
dmen
ts re
quire
d.
88 89
85
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
thos
e to
ret
ire s
hall
(unl
ess
they
oth
erw
ise
agre
e am
ong
them
selv
es) b
e de
term
ined
by
lot.
64
A
(a)
Off
ice
may
be
fille
d at
mee
ting
at w
hich
Dire
ctor
re
tires
W
here
, at a
ny g
ener
al m
eetin
g, a
ny D
irect
or r
etire
s in
the
man
ner
prov
ided
und
er A
rticl
es 6
2 an
d 63
, th
e C
ompa
ny
may
- (i)
ap
poin
t a p
erso
n to
fill
up th
e va
canc
y; o
r (ii
) re
solv
e th
at t
he n
umbe
r of
Dire
ctor
s be
red
uced
ac
cord
ingl
y.
(b)
This
Arti
cle
shal
l on
ly a
pply
whe
re a
ret
iring
D
irect
or c
hoos
es n
ot to
see
k re
-ele
ctio
n, o
r whe
re h
e el
ects
to
see
k re
-ele
ctio
n by
the
reso
lutio
n fo
r hi
s re
-ele
ctio
n w
as
put t
o th
e m
eetin
g an
d lo
st.
(c)
No
notic
e sh
all b
e re
quire
d to
be
give
n in
resp
ect o
f an
app
oint
men
t und
er su
b-ar
ticle
(a)(
i).
78.
(a)
Off
ice
may
be
fille
d at
mee
ting
at w
hich
Dire
ctor
retir
es
Whe
re,
at a
ny g
ener
al m
eetin
g, a
ny D
irect
or r
etire
s in
the
m
anne
r pro
vide
d un
der A
rticl
es 6
2 an
d 63
Rul
es 7
4 an
d 75
, the
C
ompa
ny m
ay -
(i)
appo
int a
per
son
to fi
ll up
the
vaca
ncy;
or
(ii)
reso
lve
that
th
e nu
mbe
r of
D
irect
ors
be
redu
ced
acco
rdin
gly.
(b
) Th
is A
rticl
e R
ule
shal
l on
ly a
pply
whe
re a
ret
iring
D
irect
or c
hoos
es n
ot to
see
k re
-ele
ctio
n, o
r w
here
he
elec
ts to
se
ek r
e-el
ectio
n by
the
reso
lutio
n fo
r hi
s re
-ele
ctio
n w
as p
ut to
th
e m
eetin
g an
d lo
st.
(c)
No
notic
e sh
all b
e re
quire
d to
be
give
n in
resp
ect o
f an
appo
intm
ent u
nder
sub-
artic
le su
b-ru
le (a
)(i).
64B
Pe
rson
off
erin
g hi
mse
lf fo
r el
ectio
n to
be
Dire
ctor
mus
t gi
ve n
otic
e (a
) N
o pe
rson
, no
t be
ing
a re
tirin
g D
irect
or s
hall
be
elig
ible
for e
lect
ion
to th
e of
fice
of D
irect
or a
t any
gen
eral
m
eetin
g un
less
som
e ot
her
mem
ber
inte
ndin
g to
pro
pose
hi
m, h
as, a
t lea
st 1
1 cl
ear d
ays b
efor
e th
e m
eetin
g le
ft at
the
Reg
iste
red
Off
ice
a no
tice
in w
ritin
g du
ly s
igne
d by
the
no
min
ee
givi
ng
his
cons
ent
to
the
nom
inat
ion
and,
si
gnify
ing
his
cand
idat
ure
for t
he o
ffic
e, o
r the
inte
ntio
n of
79.
Pers
on o
ffer
ing
him
self
for
elec
tion
to b
e D
irect
or m
ust
give
no
tice
(a)
No
pers
on, n
ot b
eing
a re
tirin
g D
irect
or sh
all b
e el
igib
le
for
elec
tion
to t
he o
ffic
e of
Dire
ctor
at
any
gene
ral
mee
ting
unle
ss s
ome
othe
r M
embe
r in
tend
ing
to p
ropo
se h
im,
has,
at
leas
t 11
cle
ar d
ays
befo
re t
he m
eetin
g le
ft at
the
Reg
iste
red
Off
ice
a no
tice
in w
ritin
g du
ly s
igne
d by
the
nom
inee
giv
ing
his
cons
ent t
o th
e no
min
atio
n an
d, si
gnify
ing
his c
andi
datu
re fo
r the
of
fice,
or
the
inte
ntio
n of
suc
h M
embe
r to
pro
pose
him
;
90
86
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
such
mem
ber t
o pr
opos
e hi
m; p
rovi
ded
that
in th
e ca
se o
f a
pers
on r
ecom
men
ded
by th
e D
irect
ors
for
elec
tion,
9 c
lear
da
ys n
otic
e on
ly s
hall
be n
eces
sary
, and
not
ice
of e
ach
and
ever
y ca
ndid
atur
e fo
r el
ectio
n to
the
Boa
rd o
f D
irect
ors
shal
l be
serv
ed o
n th
e re
gist
ered
hol
ders
of s
hare
s at
leas
t 7
days
prio
r to
the
mee
ting
at w
hich
the
ele
ctio
n is
to
take
pl
ace.
(b
) Fo
r th
e av
oida
nce
of d
oubt
, th
is A
rticl
e sh
all
not
appl
y in
a c
ase
whe
re th
e C
ompa
ny is
app
oint
ing
a pe
rson
to
be
a D
irect
or u
nder
Arti
cle
64A
.
prov
ided
tha
t in
the
cas
e of
a p
erso
n re
com
men
ded
by t
he
Dire
ctor
s fo
r el
ectio
n,
9 cl
ear
days
no
tice
only
sh
all
be
nece
ssar
y, a
nd n
otic
e of
eac
h an
d ev
ery
cand
idat
ure
for e
lect
ion
to t
he B
oard
of
Dire
ctor
s sh
all
be s
erve
d on
the
reg
iste
red
hold
ers
of s
hare
s at
leas
t 7 d
ays
prio
r to
the
mee
ting
at w
hich
th
e el
ectio
n is
to ta
ke p
lace
. (b
) Fo
r th
e av
oida
nce
of d
oubt
, thi
s A
rticl
e R
ule
shal
l not
ap
ply
in a
cas
e w
here
the
Com
pany
is a
ppoi
ntin
g a
pers
on to
be
a D
irect
or u
nder
Arti
cle
64A
Rul
e 78
.
64C
If
plac
es n
ot fi
lled
up re
tirin
g D
irect
or d
eem
ed re
-ele
cted
Su
bjec
t to
any
reso
lutio
n re
duci
ng th
e nu
mbe
r of D
irect
ors,
if at
any
mee
ting
at w
hich
an
elec
tion
of D
irect
ors
ough
t to
take
pla
ce,
the
plac
es o
f th
e D
irect
ors
retir
ing
at t
he
mee
ting,
or
som
e of
the
m a
re n
ot f
illed
up
the
retir
ing
Dire
ctor
s, or
such
of t
hem
as h
ave
not h
ad th
eir p
lace
s fill
ed
up,
shal
l, if
will
ing
to a
ct,
be d
eem
ed t
o ha
ve b
een
re-
elec
ted,
unl
ess
at th
e m
eetin
g it
is e
xpre
ssly
reso
lved
not
to
fill
the
vaca
ted
offic
e or
unl
ess
a re
solu
tion
for
the
re-
elec
tion
of th
e D
irect
or is
put
to th
e m
eetin
g an
d lo
st.
80.
No
amen
dmen
ts re
quire
d.
65.
Num
ber o
f Dire
ctor
s Th
e nu
mbe
r of D
irect
ors
shal
l be
not l
ess
than
five
(5) a
nd
not
mor
e th
an t
en (
10).
Subj
ect
to t
he f
oreg
oing
, th
e C
ompa
ny m
ay f
rom
tim
e to
tim
e by
ord
inar
y re
solu
tion
pass
ed a
t a g
ener
al m
eetin
g in
crea
se o
r re
duce
the
num
ber
of D
irect
ors
and
may
als
o de
term
ine
in w
hat
rota
tion
the
redu
ced
or in
crea
sed
num
ber i
s to
go o
ut o
f off
ice.
81.
No
amen
dmen
ts re
quire
d.
90 91
87
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
66.
Dire
ctor
s may
be
rem
oved
by
ordi
nary
reso
lutio
n
The
Com
pany
may
by
ordi
nary
res
olut
ion
rem
ove
any
Dire
ctor
bef
ore
the
expi
ratio
n of
his
per
iod
of o
ffic
e, a
nd
may
by
an o
rdin
ary
reso
lutio
n ap
poin
t ano
ther
per
son
in h
is
stea
d; th
e pe
rson
app
oint
ed s
hall
be s
ubje
ct to
retir
emen
t at
the
sam
e tim
e as
if h
e ha
d be
com
e a
Dire
ctor
on
the
day
on
whi
ch th
e D
irect
or in
who
se p
lace
he
is a
ppoi
nted
was
last
el
ecte
d a
Dire
ctor
.
82.
Dire
ctor
s may
be
rem
oved
by
ordi
nary
reso
lutio
n
(a)
The
Com
pany
may
by
ordi
nary
res
olut
ion
rem
ove
any
Dire
ctor
bef
ore
the
expi
ratio
n of
his
per
iod
of o
ffic
e, a
nd m
ay
by a
n or
dina
ry r
esol
utio
n ap
poin
t an
othe
r pe
rson
in
his
stea
d;
the
pers
on a
ppoi
nted
sha
ll be
sub
ject
to r
etire
men
t at t
he s
ame
time
as i
f he
had
bec
ome
a D
irect
or o
n th
e da
y on
whi
ch t
he
Dire
ctor
in
who
se p
lace
he
is a
ppoi
nted
was
las
t el
ecte
d a
Dire
ctor
. (b
) Sp
ecia
l no
tice
is to
be
give
n to
the
Com
pany
of
a re
solu
tion
to r
emov
e a
Dir
ecto
r un
der
this
Rul
e or
to
appo
int
anot
her
pers
on in
stea
d of
the
Dir
ecto
r at
the
sam
e m
eetin
g.
(c) N
otw
ithst
andi
ng th
is R
ule,
if a
Dir
ecto
r w
as a
ppoi
nted
to
repr
esen
t the
inte
rest
s of a
ny p
artic
ular
cla
ss o
f Mem
bers
or
debe
ntur
e ho
lder
s, th
e re
solu
tion
to r
emov
e th
e D
irec
tor
shal
l not
tak
e ef
fect
unt
il th
e D
irec
tor’
s su
cces
sor
has
been
ap
poin
ted.
66A
C
asua
l vac
ancy
to b
e fil
led
by D
irect
ors
The
Dire
ctor
s sh
all h
ave
pow
er a
t any
tim
e an
d fr
om ti
me
to ti
me
to a
ppoi
nt a
ny p
erso
n to
be
a D
irect
or e
ither
to fi
ll a
casu
al v
acan
cy o
r as
an
addi
tion
to th
e ex
istin
g D
irect
ors.
Any
Dire
ctor
so
appo
inte
d sh
all
hold
off
ice
only
unt
il th
e ne
xt f
ollo
win
g an
nual
gen
eral
mee
ting
and
shal
l th
en b
e el
igib
le fo
r re-
elec
tion
but s
hall
not b
e ta
ken
into
acc
ount
in
dete
rmin
ing
the
Dire
ctor
s w
ho a
re t
o re
tire
by r
otat
ion
at
the
mee
ting.
83.
No
amen
dmen
ts re
quire
d.
92
88
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
67.
Rem
uner
atio
n of
Dire
ctor
s (a
) Th
e fe
es o
f the
Dire
ctor
s sh
all f
rom
tim
e to
tim
e be
de
term
ined
by
the
Com
pany
in g
ener
al m
eetin
g. T
hat f
ees
shal
l be
deem
ed to
acc
rue
from
day
to d
ay. T
he D
irect
ors
mus
t al
so b
e pa
id a
ll tra
velin
g , h
otel
, and
oth
er e
xpen
ses
prop
erly
incu
rred
by
them
in a
ttend
ing
and
retu
rnin
g fr
om
mee
tings
of t
he D
irect
ors
or a
ny c
omm
ittee
of t
he D
irect
ors
or g
ener
al m
eetin
gs o
f th
e C
ompa
ny o
r in
con
nect
ion
with
th
e bu
sine
ss o
f the
Com
pany
. (b
) Fe
es p
ayab
le to
non
exe
cutiv
e D
irect
ors
shal
l be
by
a fix
ed su
m a
nd n
ot b
y a
com
mis
sion
on,
or a
per
cent
age
of,
prof
its o
r tu
rnov
er. S
alar
ies
paya
ble
to D
irect
ors
who
hol
d ex
ecut
ive
offic
e in
th
e C
ompa
ny
may
no
t in
clud
e a
com
mis
sion
on
or p
erce
ntag
e of
turn
over
. (c
) In
crea
se In
Dire
ctor
s’ fe
es
Fees
pay
able
to
Dire
ctor
s sh
all
not
be i
ncre
ased
exc
ept
purs
uant
to a
reso
lutio
n pa
ssed
at a
gen
eral
mee
ting,
whe
re
notic
e of
the
prop
osed
incr
ease
has
bee
n gi
ven
in th
e no
tice
conv
enin
g th
e m
eetin
g. (
4) I
f a
Dire
ctor
is c
alle
d up
on b
y th
e B
oard
to
rend
er o
r pe
rfor
m s
peci
al o
r ex
traor
dina
ry
serv
ices
or
trave
l or
res
ide
abro
ad f
or a
ny b
usin
ess
or
purp
oses
of
the
Com
pany
, he
sha
ll be
ent
itled
to
rece
ive
such
sum
for
exp
ense
s an
d al
so s
uch
rem
uner
atio
n, n
ot
bein
g a
perc
enta
ge o
f pr
ofits
or
turn
over
, as
the
Boa
rd
dete
rmin
es. S
uch
rem
uner
atio
n m
ay b
e in
add
ition
to o
r in
su
bstit
utio
n fo
r any
oth
er re
mun
erat
ion
whi
ch th
at D
irect
or
is e
ntitl
ed to
rece
ive.
84.
Rem
uner
atio
n of
Dire
ctor
s (a
) Th
e fe
es a
nd a
ny b
enef
its p
ayab
le t
o th
e D
irect
ors
of
the
Com
pany
sha
ll fr
om t
ime
to t
ime
be d
eter
min
ed b
y th
e C
ompa
ny in
be
subj
ect
to a
nnua
l sha
reho
lder
app
rova
l at
a ge
nera
l mee
ting.
Tha
t fee
s sh
all b
e de
emed
to a
ccru
e fr
om d
ay
to d
ay. T
he D
irect
ors
mus
t als
o be
pai
d al
l tra
velin
g, h
otel
, and
ot
her
expe
nses
pro
perly
inc
urre
d by
the
m i
n at
tend
ing
and
retu
rnin
g fr
om m
eetin
gs o
f th
e D
irect
ors
or a
ny c
omm
ittee
of
the
Dire
ctor
s or
ge
nera
l m
eetin
gs
of
the
Com
pany
or
in
co
nnec
tion
with
the
busi
ness
of t
he C
ompa
ny.
(b)
Fees
pay
able
to
non
exec
utiv
e D
irect
ors
shal
l be
by
a fix
ed s
um a
nd n
ot b
y a
com
mis
sion
on,
or
a pe
rcen
tage
of,
prof
its o
r tu
rnov
er.
Sala
ries
paya
ble
to D
irect
ors
who
hol
d ex
ecut
ive
offic
e in
the
Com
pany
may
not
incl
ude
a co
mm
issi
on
on o
r per
cent
age
of tu
rnov
er.
(c)
Incr
ease
In D
irect
ors’
fees
Fe
es p
ayab
le to
Dire
ctor
s sh
all n
ot b
e in
crea
sed
exce
pt p
ursu
ant
to a
reso
lutio
n pa
ssed
at a
gen
eral
mee
ting,
whe
re n
otic
e of
the
prop
osed
inc
reas
e ha
s be
en g
iven
in
the
notic
e co
nven
ing
the
mee
ting.
(4) I
f a D
irect
or is
cal
led
upon
by
the
Boa
rd to
rend
er
or p
erfo
rm s
peci
al o
r ex
traor
dina
ry s
ervi
ces
or tr
avel
or
resi
de
abro
ad fo
r any
bus
ines
s or p
urpo
ses o
f the
Com
pany
, he
shal
l be
entit
led
to
rece
ive
such
su
m
for
expe
nses
an
d al
so
such
re
mun
erat
ion,
not
bei
ng a
per
cent
age
of p
rofit
s or
turn
over
, as
the
Boa
rd d
eter
min
es. S
uch
rem
uner
atio
n m
ay b
e in
add
ition
to
or in
subs
titut
ion
for a
ny o
ther
rem
uner
atio
n w
hich
that
Dire
ctor
is
ent
itled
to re
ceiv
e.
92 93
89
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
68.
Dire
ctor
s’ q
ualif
icat
ion
Ther
e sh
all b
e no
shar
ehol
ding
qua
lific
atio
n fo
r Dire
ctor
s.
85.
No
amen
dmen
ts re
quire
d.
69.
Off
ice
of D
irect
or v
acat
ed in
cer
tain
cas
es
The
offic
e of
Dire
ctor
sha
ll ip
so fa
cto
beco
me
vaca
nt if
the
Dire
ctor
:- (a
) ce
ases
to b
e a
Dire
ctor
by
virtu
e of
the
Act
; (b
) be
com
es b
ankr
upt
or m
akes
an
arra
ngem
ent
or
com
posi
tion
with
its
cred
itors
gen
eral
ly d
urin
g hi
s te
rm o
f of
fice;
(c
) be
com
es p
rohi
bite
d fr
om ti
me
bein
g a
Dire
ctor
by
reas
on o
f any
ord
er m
ade
unde
r the
Act
; (d
) be
com
es o
f un
soun
d m
ind
or a
per
son
who
se
pers
on o
r est
ate
is li
able
to b
e de
alt w
ith in
any
way
und
er
the
law
s re
latin
g to
men
tal
diso
rder
dur
ing
his
term
of
offic
e;
(e)
resi
gns
his
offic
e by
no
tice
in
writ
ing
to
the
Com
pany
; (f
) is
dis
mis
sed
from
his
off
ice
by a
writ
ten
reso
lutio
n of
at l
east
75%
of h
is c
o-di
rect
ors;
(g
) w
ithou
t th
e co
nsen
t of
the
Com
pany
in
gene
ral
86.
Off
ice
of D
irect
or v
acat
ed in
cer
tain
cas
es
The
offic
e of
Dire
ctor
sha
ll ip
so f
acto
bec
ome
vaca
nt i
f th
e D
irect
or:-
(a)
ceas
es to
be
a D
irect
or b
y vi
rtue
of th
e A
ct;
(b)
beco
mes
ba
nkru
pt
or
mak
es
an
arra
ngem
ent
or
com
posi
tion
with
its
cre
dito
rs g
ener
ally
dur
ing
his
term
of
offic
e;
(c)
beco
mes
pro
hibi
ted
from
tim
e be
ing
a D
irect
or b
y re
ason
of a
ny o
rder
mad
e un
der t
he A
ct;
(d)
beco
mes
of u
nsou
nd m
ind
or a
per
son
who
se p
erso
n or
es
tate
is
liabl
e to
be
deal
t w
ith i
n an
y w
ay u
nder
the
law
s re
latin
g to
men
tal d
isor
der d
urin
g hi
s ter
m o
f off
ice;
(e
) re
sign
s his
off
ice
by n
otic
e in
writ
ing
to th
e C
ompa
ny;
(a)
falls
with
in t
he c
ircu
mst
ance
s se
t ou
t in
Sec
tion
208
of th
e A
ct;
(f) (
b)
is d
ism
isse
d fr
om h
is o
ffic
e by
a w
ritte
n re
solu
tion
of a
t le
ast 7
5% o
f his
co-
dire
ctor
s;
(g)(
c)
with
out t
he c
onse
nt o
f the
Com
pany
in g
ener
al m
eetin
g
94
90
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
mee
ting
hold
any
oth
er o
ffice
of p
rofit
und
er th
e C
ompa
ny
exce
pt th
at o
f Man
agin
g or
Exe
cutiv
e D
irect
or,
(h)
is d
irect
ly o
r ind
irect
ly in
tere
sted
in a
ny c
ontra
ct o
r pr
opos
ed c
ontra
ct w
ith t
he C
ompa
ny a
nd f
ails
to
decl
are
the
natu
re o
f thi
s int
eres
t in
man
ner r
equi
red
by th
e A
ct; o
r (i)
is
dis
mis
sed
from
his
off
ice
by h
is fe
llow
dire
ctor
s on
acc
ount
of
his
failu
re t
o at
tend
at
leas
t 75
% o
f th
e m
eetin
gs o
f the
Boa
rd o
f Dire
ctor
s hel
d in
a fi
nanc
ial y
ear.
(j)
is a
bsen
t fro
m m
ore
than
50%
of t
he to
tal b
oard
of
dire
ctor
s’ m
eetin
gs h
eld
from
the
dat
e of
his
ele
ctio
n or
ap
poin
tmen
t as
a D
irect
or t
o th
e en
d of
the
the
n cu
rren
t fin
anci
al y
ear
of th
e C
ompa
ny, e
xcep
t whe
n an
exe
mpt
ion
or w
aive
r is
obt
aine
d fr
om t
he E
xcha
nge
or a
ny o
ther
re
leva
nt a
utho
ritie
s; o
r (k
) is
con
vict
ed b
y a
cour
t of l
aw, w
heth
er in
Mal
aysi
a or
els
ewhe
re, i
n re
latio
n to
any
of
the
offe
nces
set
out
in
Sect
ion
15.0
5 (1
) of t
he L
istin
g R
equi
rem
ents
as f
ollo
ws:
- (i)
an
of
fenc
e in
co
nnec
tion
with
th
e pr
omot
ion,
fo
rmat
ion
or m
anag
emen
t of a
com
pany
; (ii
) an
off
ence
invo
lvin
g fr
aud
or d
isho
nest
y or
whe
re
the
conv
ictio
n in
volv
ed a
find
ing
that
he
acte
d fr
audu
lent
ly
or d
isho
nest
ly; o
r (ii
i) an
off
ence
und
er t
he s
ecur
ities
law
s (m
eans
the
C
apita
l M
arke
ts a
nd S
ervi
ces
Act
, 20
07,
the
Secu
ritie
s In
dust
ry (C
entra
l Dep
osito
ries)
Act
, 199
1 an
d th
e Se
curit
ies
hold
any
oth
er o
ffic
e of
pro
fit u
nder
the
Com
pany
exc
ept t
hat o
f M
anag
ing
or E
xecu
tive
Dire
ctor
, (h
)(d)
is
dire
ctly
or
indi
rect
ly i
nter
este
d in
any
con
tract
or
prop
osed
con
tract
with
the
Com
pany
and
fai
ls t
o de
clar
e th
e na
ture
of t
his i
nter
est i
n m
anne
r req
uire
d by
the
Act
; (i)
(e)
is d
ism
isse
d fr
om h
is o
ffic
e by
his
fel
low
Dire
ctor
s on
ac
coun
t of
his
failu
re to
atte
nd a
t lea
st 7
5% o
f th
e m
eetin
gs o
f th
e B
oard
of D
irect
ors h
eld
in a
fina
ncia
l yea
r. (j)
(f)
is a
bsen
t fr
om m
ore
than
50%
of
the
tota
l B
oard
of
Dire
ctor
s’ m
eetin
gs h
eld
from
the
dat
e of
his
ele
ctio
n or
ap
poin
tmen
t as a
Dire
ctor
to th
e en
d of
the
then
cur
rent
fina
ncia
l ye
ar o
f th
e C
ompa
ny, e
xcep
t w
hen
an e
xem
ptio
n or
wai
ver
is
obta
ined
from
the
Exch
ange
or a
ny o
ther
rele
vant
aut
horit
ies;
or
(k)(
g)
is c
onvi
cted
by
a co
urt o
f la
w, w
heth
er in
Mal
aysi
a or
el
sew
here
, in
rela
tion
to a
ny o
f th
e of
fenc
es s
et o
ut in
Sec
tion
Para
grap
h 15
.05
(1) o
f the
Lis
ting
Req
uire
men
ts a
s fol
low
s:-
(i)
an o
ffen
ce in
con
nect
ion
with
the
prom
otio
n, fo
rmat
ion
or m
anag
emen
t of a
com
pany
; (ii
) an
off
ence
inv
olvi
ng b
ribe
ry,
frau
d or
dis
hone
sty
or
whe
re
the
conv
ictio
n in
volv
ed
a fin
ding
th
at
he
acte
d fr
audu
lent
ly o
r dis
hone
stly
; or
(iii)
an o
ffen
ce u
nder
the
secu
ritie
s la
ws
(mea
ns th
e C
apita
l M
arke
ts a
nd S
ervi
ces A
ct, 2
007,
the
Secu
ritie
s Ind
ustry
(Cen
tral
Dep
osito
ries)
Act
, 19
91 a
nd t
he S
ecur
ities
Com
mis
sion
Act
,
94 95
91
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
Com
mis
sion
Act
, 199
3) o
r the
Com
pani
es A
ct, 1
965.
19
93) o
r the
Com
pani
es A
ct, 1
965
2016
. 69
A.
Act
s don
e in
goo
d fa
ith b
y D
irect
or w
hose
off
ice
is v
acat
ed
Any
act
don
e in
goo
d fa
ith b
y a
Dire
ctor
who
se o
ffice
is
vaca
ted
as a
fore
said
sha
ll be
val
id u
nles
s pr
ior t
o th
e do
ing
of su
ch a
ct w
ritte
n no
tice
has b
een
serv
ed u
pon
the
Dire
ctor
or
an
entry
has
bee
n m
ade
in t
he D
irect
ors’
Min
ute
Boo
k st
atin
g th
at s
uch
Dire
ctor
has
cea
sed
to b
e a
Dire
ctor
of t
he
Com
pany
.
87.
No
amen
dmen
ts re
quire
d.
69B
. Th
e C
ompa
ny s
hall
at e
very
Ann
ual
Gen
eral
Mee
ting
revi
ew t
he s
uita
bilit
y of
any
Dire
ctor
who
has
fai
led
with
out v
alid
reas
on to
atte
nd a
t lea
st 7
5% o
f the
mee
tings
of
the
Boa
rd o
f D
irect
ors
held
in a
fina
ncia
l yea
r an
d sh
all
rem
ove
any
Dire
ctor
who
has
so
faile
d fo
r a
perio
d of
two
(2) c
onse
cutiv
e ye
ars.
88.
No
amen
dmen
ts re
quire
d.
POW
ER
S A
ND
DU
TIE
S O
F D
IREC
TO
RS
70.
(a)
Gen
eral
Pow
ers o
f Dire
ctor
s Th
e bu
sine
ss o
f th
e C
ompa
ny s
hall
be m
anag
ed b
y th
e D
irect
ors
who
may
pay
all
expe
nses
incu
rred
in p
rom
otin
g an
d re
gist
erin
g th
e C
ompa
ny,
and
may
exe
rcis
e al
l su
ch
pow
ers
of th
e C
ompa
ny a
s ar
e no
t, by
the
Act
or
by th
ese
regu
latio
ns r
equi
red
to b
e ex
erci
sed
by t
he C
ompa
ny i
n ge
nera
l m
eetin
g, s
ubje
ct,
neve
rthel
ess,
to a
ny o
f th
ese
regu
latio
ns,
to t
he p
rovi
sion
s of
the
Act
, an
d to
suc
h re
gula
tions
be
ing
not
inco
nsis
tent
w
ith
the
afor
esai
d re
gula
tions
or
prov
isio
ns a
s m
ay b
e pr
escr
ibed
by
the
Com
pany
in g
ener
al m
eetin
g sh
all i
nval
idat
e an
y pr
ior
act
of t
he D
irect
ors
whi
ch w
ould
hav
e be
en v
alid
if
that
re
gula
tion
had
not b
een
mad
e.
89.
(a)
Gen
eral
Pow
ers o
f Dire
ctor
s Th
e bu
sine
ss o
f the
Com
pany
shal
l be
man
aged
by
the
Dire
ctor
s w
ho m
ay p
ay a
ll ex
pens
es in
curr
ed in
pro
mot
ing
and
regi
ster
ing
the
Com
pany
, an
d m
ay
exer
cise
al
l su
ch
pow
ers
of
the
Com
pany
as
are
not,
by th
e A
ct o
r by
thes
e re
gula
tions
requ
ired
to b
e ex
erci
sed
by t
he C
ompa
ny i
n ge
nera
l m
eetin
g, s
ubje
ct,
neve
rthel
ess,
to a
ny o
f the
se re
gula
tions
, to
the
prov
isio
ns o
f the
A
ct,
and
to s
uch
regu
latio
ns b
eing
not
inc
onsi
sten
t w
ith t
he
afor
esai
d re
gula
tions
or
prov
isio
ns a
s m
ay b
e pr
escr
ibed
by
the
Com
pany
in g
ener
al m
eetin
g sh
all i
nval
idat
e an
y pr
ior a
ct o
f the
D
irect
ors w
hich
wou
ld h
ave
been
val
id if
that
regu
latio
n ha
d no
t be
en m
ade.
96
92
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(b)
The
Dire
ctor
s sha
ll no
t, sa
ve w
ith th
e co
nsen
t of t
he
Com
pany
in
gene
ral
mee
ting,
dis
pose
of
a su
bsta
ntia
l po
rtion
of t
he C
ompa
ny’s
mai
n un
derta
king
or p
rope
rty.
(b)
The
Dire
ctor
s sh
all
not,
save
with
the
con
sent
of
the
Com
pany
in g
ener
al m
eetin
g, d
ispo
se o
f a s
ubst
antia
l por
tion
of
the
Com
pany
’s m
ain
unde
rtaki
ng o
r pro
perty
. (b
) T
he D
irec
tors
sha
ll no
t ent
er o
r ca
rry
into
eff
ect a
ny
arra
ngem
ent o
r tr
ansa
ctio
n fo
r—
(i) t
he a
cqui
sitio
n of
an
unde
rtak
ing
or p
rope
rty
of a
su
bsta
ntia
l val
ue; o
r (ii
) th
e di
spos
al o
f a
subs
tant
ial
port
ion
of t
he C
ompa
ny’s
un
dert
akin
g or
pro
pert
y un
less
-
(aa)
the
ente
ring
into
the
arra
ngem
ent
or t
rans
actio
n is
mad
e su
bjec
t to
the
app
rova
l of
the
Com
pany
by
way
of a
res
olut
ion;
or
(bb)
the
car
ryin
g in
to e
ffec
t of
the
arr
ange
men
t or
tr
ansa
ctio
n ha
s bee
n ap
prov
ed b
y th
e C
ompa
ny b
y w
ay o
f a r
esol
utio
n.
71
. (a
) D
irect
ors’
bor
row
ing
pow
ers
The
Dire
ctor
s m
ay e
xerc
ise a
ll th
e po
wer
s of
the
Com
pany
to
bor
row
mon
ey a
nd to
mor
tgag
e or
cha
rge
its u
nder
taki
ng,
prop
erty
, an
d un
calle
d ca
pita
l or
any
par
t th
ereo
f an
d to
is
sue
debe
ntur
es a
nd o
ther
sec
uriti
es w
heth
er o
utrig
ht o
r at
se
curit
y fo
r an
y de
bt,
liabi
lity,
or
ob
ligat
ion
of
the
Com
pany
PR
OV
IDED
TH
AT
the
Dire
ctor
s sh
all
not
borr
ow a
ny m
oney
or
mor
tgag
e or
cha
rge
any
of t
he
Com
pany
’s u
nder
taki
ng, p
rope
rty, o
r an
y un
calle
d ca
pita
l, or
to is
sue
debe
ntur
es a
nd o
ther
sec
uriti
es w
heth
er o
utrig
ht
or a
t se
curit
y fo
r an
y de
bt,
liabi
lity
or o
blig
atio
n of
an
90.
No
amen
dmen
ts re
quire
d.
96 97
93
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
unre
late
d th
ird p
arty
. (b
) Is
sue
of n
otes
, etc
. Su
bjec
t to
the
Com
pany
’s a
ppro
val a
t gen
eral
mee
ting,
any
no
tes,
debe
ntur
es,
or o
ther
sec
uriti
es m
ay b
e is
sued
with
an
y sp
ecia
l priv
ilege
s as t
o re
dem
ptio
n, su
rren
der,
allo
tmen
t of
sha
res,
atte
ndin
g an
d vo
ting
at g
ener
al m
eetin
gs o
f th
e C
ompa
ny, a
ppoi
ntm
ent o
f Dire
ctor
s and
oth
erw
ise.
72.
Use
of o
ffic
ial s
eal
The
Dire
ctor
s m
ay e
xerc
ise a
ll th
e po
wer
s of
the
Com
pany
in
rela
tion
to a
ny o
ffic
ial s
eal (
or u
se o
utsi
de M
alay
sia
and
in re
latio
n to
bra
nch
regi
ster
s).
91.
No
amen
dmen
ts re
quire
d.
73.
Atto
rney
s Th
e D
irect
ors
may
fro
m ti
me
to ti
me
by p
ower
of
atto
rney
ap
poin
t any
cor
pora
tion,
firm
, or
pers
on o
r bo
dy o
f pe
rson
w
heth
er n
omin
ated
dire
ctly
or i
ndire
ctly
by
the
Dire
ctor
s, to
be
the
atto
rney
or
atto
rney
s of
the
Com
pany
for
suc
h pu
rpos
es a
nd w
ith s
uch
pow
ers,
auth
oriti
es a
nd d
iscr
etio
ns
(not
ex
ceed
ing
thos
e ve
sted
in
or
ex
erci
sabl
e by
th
e D
irect
ors
unde
r th
ese
regu
latio
ns)
and
for
such
per
iod
and
subj
ect t
o su
ch c
ondi
tions
as
they
may
thi
nk f
it, a
nd s
uch
pow
ers
deal
ing
with
any
suc
h at
torn
ey a
s th
e D
irect
ors
may
th
ink
fit a
nd m
ay a
lso
auth
oriz
e an
y su
ch a
ttorn
ey a
s th
e D
irect
ors
may
thi
nk f
it an
d m
ay a
lso
auth
oriz
e an
y su
ch
atto
rney
to
dele
gate
all
or a
ny o
f th
e po
wer
s, au
thor
ities
, an
d di
scre
tions
ves
ted
in h
im.
92.
No
amen
dmen
ts re
quire
d.
98
94
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
74.
Sign
ing
nego
tiabl
e in
stru
men
ts a
nd re
ceip
ts
All
cheq
ues,
prom
isso
ry n
otes
, dra
fts, b
ill o
f exc
hang
e, a
nd
othe
r ne
gotia
ble
inst
rum
ents
, an
d al
l re
ceip
ts f
or m
oney
pa
id t
o th
e C
ompa
ny,
shal
l be
sig
ned,
dra
wn,
acc
epte
d,
endo
rsed
, or o
ther
wis
e ex
ecut
ed, a
s th
e ca
se m
ay b
e by
any
tw
o (2
) D
irect
ors
or in
suc
h ot
her
man
ner
as th
e D
irect
ors
from
tim
e to
tim
e de
term
ine.
93.
No
amen
dmen
ts re
quire
d.
75.
Dire
ctor
s to
caus
e m
inut
es to
be
mad
e Th
e D
irect
ors s
hall
caus
e m
inut
es to
be
mad
e:-
(a)
of a
ll ap
poin
tmen
ts o
f off
icer
s to
be
enga
ged
in th
e m
anag
emen
t of t
he C
ompa
ny a
ffai
rs;
(b)
of n
ames
of D
irect
ors
pres
ent a
t all
mee
tings
of t
he
Com
pany
and
of t
he D
irect
ors;
and
(c
) of
all
proc
eedi
ngs
at a
ll m
eetin
gs o
f th
e C
ompa
ny
and
of th
e D
irect
ors.
Such
min
utes
sha
ll be
sig
ned
by t
he c
hairm
an o
f th
e m
eetin
g at
whi
ch t
he p
roce
edin
gs w
ere
held
or
by t
he
chai
rman
of t
he n
ext s
ucce
edin
g m
eetin
g.
94.
No
amen
dmen
ts re
quire
d.
PRO
CE
ED
ING
S O
F D
IREC
TO
RS
76.
(a)
Proc
eedi
ngs,
mee
tings
of D
irect
ors a
nd q
uoru
m
The
Dire
ctor
s m
ay
mee
t to
geth
er f
or t
he d
espa
tch
of
busi
ness
adj
ourn
and
oth
erw
ise
regu
late
the
ir m
eetin
gs a
s th
ey t
hink
fit,
and
unl
ess
othe
rwis
e de
term
ined
by
the
Dire
ctor
s, th
e qu
orum
nec
essa
ry f
or t
he t
rans
actio
n of
95.
(a)
Proc
eedi
ngs,
mee
tings
of D
irect
ors a
nd q
uoru
m
The
Dire
ctor
s m
ay m
eet
toge
ther
for
the
des
patc
h of
bus
ines
s ad
jour
n an
d ot
herw
ise
regu
late
thei
r m
eetin
gs a
s th
ey th
ink
fit,
and
unle
ss o
ther
wis
e de
term
ined
by
the
Dire
ctor
s, th
e qu
orum
ne
cess
ary
for
the
trans
actio
n of
bus
ines
s sh
all
be f
our
(4)
98 99
95
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
busi
ness
sha
ll be
four
(4) D
irect
ors.
A D
irect
or in
tere
sted
in
a co
ntra
ct o
r a
prop
osed
con
tract
or
arra
ngem
ent s
hall
not
be c
ount
ed fo
r the
pur
pose
s of d
eter
min
ing
a qu
orum
. (b
) N
o m
eetin
g of
the
Dire
ctor
s sh
all
be h
eld
outs
ide
Mal
aysi
a an
d th
e pr
ocee
ding
s of
any
mee
ting
purp
orte
d to
be
hel
d ou
tsid
e M
alay
sia
shal
l not
be
valid
. (c
) A
mee
ting
of t
he D
irect
ors
for
the
time
bein
g at
w
hich
a q
uoru
m is
pre
sent
shal
l be
com
pete
nt to
exe
rcis
e al
l or
any
of t
he a
utho
ritie
s po
wer
s an
d di
scre
tions
by
or u
nder
th
ese
Arti
cles
for t
he ti
me
bein
g ve
sted
in o
r exe
rcis
able
by
the
Dire
ctor
s gen
eral
ly.
Dire
ctor
s at
le
ast
half
of th
e B
oard
of
Dir
ecto
rs a
t the
tim
e be
ing.
A D
irect
or in
tere
sted
in a
con
tract
or a
pro
pose
d co
ntra
ct
or
arra
ngem
ent
shal
l no
t be
co
unte
d fo
r th
e pu
rpos
es
of
dete
rmin
ing
a qu
orum
. (b
) N
o m
eetin
g of
the
Dire
ctor
s sh
all
be h
eld
outs
ide
Mal
aysi
a an
d th
e pr
ocee
ding
s of
any
mee
ting
purp
orte
d to
be
held
out
side
Mal
aysi
a sh
all n
ot b
e va
lid.
(b)
A m
eetin
g of
the
Dire
ctor
s for
the
time
bein
g at
whi
ch a
qu
orum
is p
rese
nt s
hall
be c
ompe
tent
to e
xerc
ise
all o
r an
y of
th
e au
thor
ities
pow
ers
and
disc
retio
ns b
y or
und
er th
ese
Arti
cles
R
ules
for
the
tim
e be
ing
vest
ed i
n or
exe
rcis
able
by
the
Dire
ctor
s gen
eral
ly.
[New
Rul
e]
96.
Mee
ting
of
the
Dir
ecto
rs
by
Inst
anta
neou
s T
elec
omm
unic
atio
n D
evic
e (a
) A m
eetin
g of
the
Dir
ecto
rs m
ay b
e he
ld e
ither
—
(i) b
y a
num
ber
of th
e D
irec
tors
who
con
stitu
te a
quo
rum
, be
ing
asse
mbl
ed t
oget
her
at t
he p
lace
, dat
e, a
nd t
ime
appo
inte
d fo
r th
e m
eetin
g; o
r
(ii) b
y m
eans
of a
udio
, or
audi
o an
d vi
sual
, com
mun
icat
ion
by w
hich
all
Dir
ecto
rs p
artic
ipat
ing
and
cons
titut
ing
a qu
orum
ca
n si
mul
tane
ousl
y he
ar
each
ot
her
thro
ugho
ut th
e m
eetin
g.
(b)
Part
icip
atio
n by
a p
erso
n in
a m
eetin
g by
mea
ns o
f au
dio,
or
audi
o an
d vi
sual
, com
mun
icat
ion
faci
litie
s sh
all b
e tr
eate
d as
pre
senc
e in
per
son
by t
hat
pers
on a
t th
e sa
id
mee
ting
and
shal
l be
co
unte
d to
war
ds
the
quor
um
notw
ithst
andi
ng t
he f
act t
hat h
e is
not
phy
sica
lly p
rese
nt a
t
100
96
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
the
venu
e w
here
the
mee
ting
is to
be
held
. (c
) For
avo
idan
ce o
f do
ubt,
such
a m
eetin
g sh
all b
e de
emed
to
be
held
at t
he p
lace
whe
re th
e ch
airp
erso
n of
the
mee
ting
is a
t the
star
t of t
he m
eetin
g.
(d)
Such
a m
eetin
g sh
all n
ot b
e de
emed
to
have
pro
ceed
ed
for
such
per
iod
or p
erio
ds w
here
the
aud
io,
or a
udio
and
vi
sual
, com
mun
icat
ion
faci
litie
s hav
e be
en d
iscon
nect
ed.
(e) T
he c
hair
pers
on sh
all h
ave
the
disc
retio
n to
pos
tpon
e th
e m
eetin
g w
hich
had
bee
n di
scon
nect
ed a
nd w
hich
can
not
be
reco
nnec
ted
with
in a
rea
sona
ble
time,
to
anot
her
date
and
tim
e to
be
agre
ed b
y th
e pa
rtic
ipan
ts o
f the
mee
ting.
[N
ew R
ule]
97
. V
otes
of t
he D
irec
tors
(a
) Eac
h D
irec
tor
pres
ent a
t a m
eetin
g of
the
Dir
ecto
rs s
hall
have
one
(1) v
ote.
(b
) A
Dir
ecto
r pr
esen
t at
a m
eetin
g of
the
Dir
ecto
rs i
s pr
esum
ed to
hav
e ag
reed
to a
nd to
hav
e vo
ted
in fa
vour
of a
re
solu
tion
of th
e D
irec
tors
unl
ess
he e
xpre
ssly
diss
ents
from
or
vot
es a
gain
st th
e re
solu
tion
at th
e m
eetin
g.
77
. (a
) D
irect
ors m
ay c
ontra
ct w
ith th
e C
ompa
ny
No
Dire
ctor
or
inte
ndin
g D
irect
or s
hall
be d
isqu
alifi
ed b
y re
ason
of h
is o
ffic
e fr
om h
oldi
ng a
ny
othe
r of
fice
or
plac
e of
pro
fit u
nder
the
Com
pany
(ot
her
than
tha
t of
au
dito
r) o
r un
der
any
com
pany
in
w
hich
the
Com
pany
98.
(a)
Dire
ctor
s may
con
tract
with
the
Com
pany
N
o D
irect
or o
r int
endi
ng D
irect
or sh
all b
e di
squa
lifie
d by
reas
on
of h
is o
ffic
e fr
om h
oldi
ng a
ny o
ther
off
ice
or p
lace
of
prof
it un
der
the
Com
pany
(ot
her
than
tha
t of
aud
itor)
or
unde
r an
y co
mpa
ny i
n w
hich
the
Com
pany
sha
ll be
a s
hare
hold
er o
r
100 101
97
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
shal
l be
a s
hare
hold
er o
r ot
herw
ise
inte
rest
ed o
r fr
om
cont
ract
ing
with
the
Com
pany
eith
er w
ith r
egar
d to
his
te
nure
of
any
such
off
ice
or p
lace
of
prof
it or
as
vend
or,
purc
hase
r or
oth
erw
ise
nor
shal
l an
y su
ch c
ontra
ct o
r an
y pr
opos
ed c
ontra
ct o
r ar
rang
emen
t en
tere
d in
to b
y or
on
beha
lf of
the
Com
pany
in w
hich
any
Dire
ctor
is in
any
way
in
tere
sted
be
liabl
e to
be
avoi
ded
nor
shal
l any
Dire
ctor
so
cont
ract
ing
or b
eing
so
inte
rest
ed b
e lia
ble
to a
ccou
nt to
the
Com
pany
for
any
pro
fit r
ealiz
ed b
y an
y su
ch c
ontra
ct o
r ar
rang
emen
t by
reas
on o
f su
ch D
irect
or h
oldi
ng th
at o
ffic
e or
of t
he fi
duci
ary.
(b
) N
o vo
ting
in re
spec
t of c
ontra
ct o
f whi
ch a
Dire
ctor
is
inte
rest
ed
A D
irect
or s
hall
not
vote
in
resp
ect
of a
ny c
ontra
ct o
r pr
opos
ed c
ontra
ct o
r ar
rang
emen
t in
whi
ch h
e is
inte
rest
ed
dire
ctly
or i
ndire
ctly
and
if h
e sh
all d
o so
his
vot
e sh
all n
ot
be c
ount
ed.
(c)
A g
ener
al n
otic
e gi
ven
to t
he D
irect
ors
by a
ny
Dire
ctor
to th
at e
ffec
t tha
t he
is a
mem
ber
of a
ny s
peci
fied
com
pany
or
firm
and
is to
be
rega
rded
as
inte
rest
ed in
any
co
ntra
ct w
hich
may
ther
eafte
r be
mad
e w
ith th
at c
ompa
ny
or f
irm s
hall
be d
eem
ed a
suf
ficie
nt d
ecla
ratio
n of
inte
rest
in
rela
tion
to a
ny c
ontra
ct so
mad
e.
othe
rwis
e i
nter
este
d o
r f
rom
con
tract
ing
with
the
Com
pany
ei
ther
with
reg
ard
to h
is te
nure
of
any
such
off
ice
or p
lace
of
prof
it or
as
vend
or, p
urch
aser
or
othe
rwis
e no
r sh
all
any
such
co
ntra
ct o
r an
y pr
opos
ed c
ontra
ct o
r ar
rang
emen
t en
tere
d in
to
by o
r on
beha
lf of
the
Com
pany
in w
hich
any
Dire
ctor
is in
any
w
ay in
tere
sted
be
liabl
e to
be
avoi
ded
nor s
hall
any
Dire
ctor
so
cont
ract
ing
or b
eing
so
inte
rest
ed b
e lia
ble
to a
ccou
nt t
o th
e C
ompa
ny f
or a
ny p
rofit
rea
lized
by
any
such
con
tract
or
arra
ngem
ent b
y re
ason
of s
uch
Dire
ctor
hol
ding
that
off
ice
or o
f th
e fid
ucia
ry r
elat
ion
ther
eby
esta
blis
hed
prov
ided
alw
ays
that
Sec
tion
221
and
all o
ther
rel
evan
t pro
visio
ns o
f the
Act
an
d th
ese
Rul
es a
re c
ompl
ied
with
. (b
) N
o vo
ting
in r
espe
ct o
f co
ntra
ct o
f w
hich
a D
irect
or is
in
tere
sted
A
Dire
ctor
sha
ll no
t vot
e in
resp
ect o
f any
con
tract
or p
ropo
sed
cont
ract
or
arra
ngem
ent
in w
hich
he
is i
nter
este
d di
rect
ly o
r in
dire
ctly
and
if h
e sh
all d
o so
his
vot
e sh
all n
ot b
e co
unte
d.
(c)
A g
ener
al n
otic
e gi
ven
to th
e D
irect
ors
by a
ny D
irect
or
to th
at e
ffec
t tha
t he
is a
mem
ber
of a
ny s
peci
fied
com
pany
or
firm
and
is
to b
e re
gard
ed a
s in
tere
sted
in a
ny c
ontra
ct w
hich
m
ay t
here
afte
r be
mad
e w
ith t
hat
com
pany
or
firm
sha
ll be
de
emed
a s
uffic
ient
dec
lara
tion
of i
nter
est
in r
elat
ion
to a
ny
cont
ract
so m
ade.
78.
Cha
irman
ent
itled
to c
astin
g vo
te
Que
stio
ns a
risin
g at
any
mee
ting
shal
l be
dec
ided
by
a m
ajor
ity o
f vo
tes.
In c
ase
of a
n eq
ualit
y of
vot
es,
the
Cha
irman
(if
he i
s al
so t
he C
hairm
an o
f th
e B
oard
of
99.
Cha
irman
ent
itled
to c
astin
g vo
te
Que
stio
ns a
risin
g at
any
mee
ting
shal
l be
deci
ded
by a
maj
ority
of
vot
es. I
n ca
se o
f an
equ
ality
of
vote
s, th
e C
hairm
an (
if he
is
also
the
Cha
irman
of t
he B
oard
of D
irect
ors)
shal
l hav
e a
seco
nd
102
98
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
Dire
ctor
s) s
hall
have
a s
econ
d or
cas
ting
vote
PR
OV
IDED
TH
AT
whe
re t
he q
uoru
m i
s re
duce
d to
les
s th
an f
our
(4)
purs
uant
to
Arti
cle
76 (
a) t
he C
hairm
an s
hall
not
have
a
cast
ing
vote
in th
e fo
llow
ing
circ
umst
ance
s:
(a)
at a
mee
ting
at w
hich
onl
y tw
o (2
) D
irect
ors
are
com
pete
nt to
vot
e on
the
ques
tion
at is
sue;
(b
) at
a m
eetin
g at
whi
ch th
e qu
orum
is re
duce
d to
two
(2).
or
cast
ing
vote
PR
OV
IDED
TH
AT
whe
re
the
quor
um
is
redu
ced
to le
ss th
an fo
ur (4
) pur
suan
t to
Arti
cle
76 (a
) R
ule
95
(a)
the
Cha
irman
sha
ll no
t hav
e a
cast
ing
vote
in th
e fo
llow
ing
circ
umst
ance
s:
(a)
at a
mee
ting
at w
hich
onl
y tw
o (2
) D
irect
ors
are
com
pete
nt to
vot
e on
the
ques
tion
at is
sue;
(b
) at
a m
eetin
g at
whi
ch th
e qu
orum
is re
duce
d to
two
(2).
79.
App
oint
men
t of a
ltern
ate
Dire
ctor
A
ny D
irect
or (o
ther
than
an
alte
rnat
e D
irect
or) m
ay a
ppoi
nt
any
pers
on a
ppro
ved
by a
maj
ority
of
his
co-D
irect
ors
and
will
ing
to a
ct, t
o be
an
alte
rnat
e D
irect
or a
nd m
ay r
emov
e fr
om o
ffic
e an
alte
rnat
e D
irect
or s
o ap
poin
ted
by h
im,
prov
ided
that
any
fee
paid
by
the
Com
pany
to th
e al
tern
ate
Dire
ctor
sh
all
be
dedu
cted
fr
om
that
D
irect
or’s
re
mun
erat
ion.
100.
App
oint
men
t of A
ltern
ate
Dire
ctor
A
ny D
irect
or (o
ther
than
an
alte
rnat
e D
irect
or) m
ay a
ppoi
nt a
ny
pers
on a
ppro
ved
by a
maj
ority
of h
is c
o-D
irect
ors a
nd w
illin
g to
ac
t, to
be
an a
ltern
ate
Dire
ctor
and
may
rem
ove
from
off
ice
an
alte
rnat
e D
irect
or s
o ap
poin
ted
by h
im,
prov
ided
tha
t an
y fe
e pa
id b
y th
e C
ompa
ny to
the
alte
rnat
e D
irect
or s
hall
be d
educ
ted
from
that
Dire
ctor
’s re
mun
erat
ion.
A
ny
Dir
ecto
r (o
ther
th
an
an
Alte
rnat
e D
irec
tor)
m
ay
appo
int a
ny p
erso
n to
act
as h
is al
tern
ate
prov
ided
that
: (a
) su
ch a
per
son
is n
ot a
Dir
ecto
r of
the
Com
pany
; (b
) su
ch a
per
son
does
not
act
as
an a
ltern
ate
for
mor
e th
an o
ne D
irec
tor
of th
e C
ompa
ny;
(c)
the
appo
intm
ent i
s ap
prov
ed b
y a
maj
ority
of h
is co
-D
irec
tors
; (d
) su
ch p
erso
n is
will
ing
to a
ct,
to b
e an
Alte
rnat
e D
irec
tor;
102 103
99
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(e)
such
Alte
rnat
e D
irec
tor
may
be
rem
oved
fro
m o
ffic
e by
the
Dir
ecto
r so
app
oint
ed h
im; a
nd
(f)
any
fee
paid
by
th
e C
ompa
ny
to
the
Alte
rnat
e D
irec
tor
shal
l be
de
duct
ed
from
th
at
Dir
ecto
r’s
rem
uner
atio
n.
80
. (a
) C
allin
g of
mee
tings
A
ny t
wo
(2)
Dire
ctor
s m
ay a
t an
y tim
e an
d th
e Se
cret
ary
upon
the
requ
est o
f the
Dire
ctor
s sha
ll co
nven
e a
mee
ting
of
the
Dire
ctor
s. (b
) Ex
cept
as
prov
ided
und
er s
ub-a
rticl
e (c
), a
Dire
ctor
w
ho i
s at
any
tim
e no
t in
Mal
aysi
a sh
all
not
durin
g su
ch
time
be e
ntitl
ed to
not
ice
of a
ny su
ch m
eetin
g.
(c)
A n
otic
e of
a m
eetin
g of
Dire
ctor
s sh
all i
n th
e ca
se
of a
fore
ign
Dire
ctor
be
sent
to h
is a
ddre
ss in
Mal
aysi
a.
101.
(a)
Cal
ling
of m
eetin
gs
Any
two
(2)
Dire
ctor
s m
ay a
t any
tim
e an
d th
e Se
cret
ary
upon
th
e re
ques
t of
the
Dire
ctor
s sh
all
conv
ene
a m
eetin
g of
the
D
irect
ors.
(b)
Exce
pt a
s pr
ovid
ed u
nder
sub
-arti
cle
sub-
rule
(c)
, a
Dire
ctor
who
is
at a
ny t
ime
not
in M
alay
sia
shal
l no
t du
ring
such
tim
e be
ent
itled
to n
otic
e of
any
such
mee
ting.
(c
) A
not
ice
of a
mee
ting
of D
irect
ors
shal
l in
the
case
of a
fo
reig
n D
irect
or b
e se
nt to
his
add
ress
in M
alay
sia.
81.
Vac
anci
es in
Boa
rd
The
cont
inui
ng D
irect
ors
may
act
not
with
stan
ding
any
va
canc
y in
thei
r bod
y, b
ut if
and
so
long
as
thei
r num
ber i
s re
duce
d be
low
the
min
imum
num
ber f
ixed
by
or p
ursu
ant t
o th
e re
gula
tions
of
the
com
pany
, th
e co
ntin
uing
Dire
ctor
s m
ay, e
xcep
t in
an
emer
genc
y, a
ct o
nly
for
the
purp
ose
of
incr
easi
ng
the
num
ber
of
Dire
ctor
s to
su
ch
min
imum
nu
mbe
r, or
to su
mm
on a
gen
eral
mee
ting
of th
e co
mpa
ny.
102.
No
amen
dmen
ts re
quire
d.
104
100
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
82.
Dire
ctor
s may
del
egat
e th
eir p
ower
s Th
e D
irect
ors
may
de
lega
te
any
of
thei
r po
wer
s to
co
mm
ittee
s co
nsis
ting
of s
uch
mem
ber o
r mem
bers
of t
heir
body
or
of s
uch
othe
r pe
rson
or
pers
ons
as t
hey
thin
k fit
, an
y co
mm
ittee
so fo
rmed
shal
l in
the
exer
cise
of t
he p
ower
s so
del
egat
ed c
onfo
rm t
o an
y re
gula
tions
tha
t m
ay b
e im
pose
d on
it b
y th
e D
irect
ors.
103.
No
amen
dmen
ts re
quire
d.
83.
Mee
tings
of C
omm
ittee
s (a
) Th
e m
eetin
gs
and
proc
eedi
ngs
of
any
such
co
mm
ittee
con
sisti
ng o
f tw
o (2
) or
mor
e m
embe
rs s
hall
be
gove
rned
by
the
prov
isio
ns h
erei
n co
ntai
ned
for
regu
latin
g th
e m
eetin
gs a
nd p
roce
edin
gs o
f the
Dire
ctor
s so
far a
s th
e sa
me
are
appl
icab
le th
eret
o an
d ar
e no
t sup
erse
ded
by a
ny
regu
latio
ns m
ade
by th
e D
irect
ors u
nder
this
Arti
cle.
(b
) Th
e qu
orum
ne
cess
ary
for
any
mee
ting
and
proc
eedi
ng o
f any
suc
h co
mm
ittee
sha
ll co
nsis
ts o
f any
two
(2) m
embe
rs o
f the
com
mitt
ee.
104.
Mee
tings
of C
omm
ittee
s (a
) Th
e m
eetin
gs a
nd p
roce
edin
gs o
f an
y su
ch c
omm
ittee
co
nsis
ting
of tw
o (2
) or m
ore
mem
bers
sha
ll be
gov
erne
d by
the
prov
isio
ns h
erei
n co
ntai
ned
for
regu
latin
g th
e m
eetin
gs a
nd
proc
eedi
ngs
of t
he D
irect
ors
so f
ar a
s th
e sa
me
are
appl
icab
le
ther
eto
and
are
not s
uper
sede
d by
any
reg
ulat
ions
mad
e by
the
Dire
ctor
s und
er th
is A
rticl
e R
ule.
(b
) Th
e qu
orum
nec
essa
ry f
or a
ny m
eetin
g an
d pr
ocee
ding
of
any
suc
h co
mm
ittee
sha
ll co
nsis
ts o
f any
two
(2) m
embe
rs o
f th
e co
mm
ittee
.
84.
Val
idity
of a
cts o
f Dire
ctor
s A
ll ac
ts d
one
by a
ny m
eetin
g of
the
Dire
ctor
s or
of
a co
mm
ittee
of
Dire
ctor
s or
by
any
pers
on a
ctin
g as
a
Dire
ctor
or
by a
ny o
ther
com
mitt
ee s
hall,
not
with
stan
ding
th
at it
is a
fterw
ards
dis
cove
red
that
ther
e w
as s
ome
defe
ct
in th
e ap
poin
tmen
t of a
ny s
uch
Dire
ctor
or p
erso
n ac
ting
as
afor
esai
d, o
r tha
t the
y or
any
of t
hem
wer
e di
squa
lifie
d, b
e as
val
id a
s if
ever
y su
ch p
erso
n ha
d be
en d
uly
appo
inte
d an
d w
as q
ualif
ied
to b
e a
Dire
ctor
or
a m
embe
r of
suc
h ot
her c
omm
ittee
.
105.
Val
idity
of a
cts o
f Dire
ctor
s A
ll ac
ts d
one
by a
ny m
eetin
g of
the
Dire
ctor
s or
of a
com
mitt
ee
of D
irect
ors
or b
y an
y pe
rson
act
ing
as a
Dire
ctor
, Man
ager
, or
S ecr
etar
y or
by
any
othe
r com
mitt
ee sh
all,
notw
ithst
andi
ng th
at
it is
afte
rwar
ds d
isco
vere
d th
at t
here
was
som
e de
fect
in
the
appo
intm
ent o
f any
suc
h D
irect
or o
r per
son
actin
g as
afo
resa
id,
or th
at th
ey o
r an
y of
them
wer
e di
squa
lifie
d, b
e as
val
id a
s if
ever
y su
ch p
erso
n ha
d be
en d
uly
appo
inte
d an
d w
as q
ualif
ied
to
be a
Dire
ctor
or
a m
embe
r of
suc
h ot
her
com
mitt
ee. P
rovi
ded
alw
ays
that
not
hing
in
this
Rul
e sh
all
be d
eem
ed t
o gi
ve
104 105
101
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
va
lidity
to
ac
ts
done
by
su
ch
Dir
ecto
rs,
com
mitt
ee
or
Man
ager
or
Secr
etar
y or
per
sons
act
ing
as a
fore
said
aft
er it
ha
d be
en d
isco
vere
d th
at t
here
was
som
e de
fect
in
such
ap
poin
tmen
t or
that
they
or
any
of th
em w
ere
disq
ualif
ied.
85.
Res
olut
ion
sign
ed b
y D
irect
ors t
o be
val
id
A r
esol
utio
n in
writ
ing,
sig
ned
by a
ll th
e D
irect
ors
for
the
time
bein
g pr
esen
t in
Mal
aysi
a an
d en
title
d to
rece
ive
notic
e of
a
mee
ting
of
the
Dire
ctor
s or
of
a
com
mitt
ee
of
Dire
ctor
s, sh
all
be a
s va
lid a
nd e
ffec
tual
as
if ev
ery
such
pe
rson
had
bee
n du
ly a
ppoi
nted
and
was
qua
lifie
d to
be
a D
irect
or o
r a m
embe
r of s
uch
othe
r com
mitt
ee.
106.
Res
olut
ion
sign
ed b
y D
irect
ors t
o be
val
id
(a)
A r
esol
utio
n in
writ
ing,
sig
ned
by a
ll th
e D
irect
ors
for
the
time
bein
g pr
esen
t in
Mal
aysi
a an
d en
title
d to
rece
ive
notic
e of
a
mee
ting
of th
e D
irect
ors o
r of a
com
mitt
ee o
f Dire
ctor
s, sh
all b
e as
val
id a
nd e
ffec
tual
as
if it
ever
y su
ch p
erso
n ha
d be
en d
uly
appo
inte
d an
d w
as q
ualif
ied
to b
e a
Dire
ctor
or
a m
embe
r of
su
ch o
ther
com
mitt
ee.
had
been
pas
sed
at a
mee
ting
of t
he
Dir
ecto
rs d
uly
calle
d an
d co
nstit
uted
. (b
) A
ny s
uch
reso
lutio
n m
ay c
onsis
t of
sev
eral
doc
umen
ts,
incl
udin
g fa
csim
ile
or
othe
r sim
ilar
mea
ns
of
com
mun
icat
ion,
in s
imila
r fo
rm a
nd e
ach
docu
men
t sha
ll be
si
gned
or
asse
nted
to b
y on
e or
mor
e D
irec
tors
, all
of w
hich
ta
ken
toge
ther
and
whe
n de
liver
ed t
o th
e Se
cret
ary
shal
l co
nstit
ute
one
and
the
sam
e re
solu
tion.
(c
) A
cop
y of
any
suc
h re
solu
tion
shal
l be
ent
ered
in
the
min
ute
book
of b
oard
pro
ceed
ings
.
MA
NA
GIN
G D
IREC
TO
R
86.
App
oint
men
t of M
anag
ing
or E
xecu
tive
Dire
ctor
Su
bjec
t to
Arti
cle
4 he
reof
, the
Dire
ctor
s m
ay fr
om ti
me
to
time
appo
int o
ne o
f the
ir bo
dy to
the
offic
e of
man
agin
g or
ex
ecut
ive
Dire
ctor
for
suc
h pe
riod
and
on s
uch
term
s as
th
ey th
ink
fit b
ut if
the
appo
intm
ent i
s fo
r a
fixed
term
the
107.
App
oint
men
t of M
anag
ing
or E
xecu
tive
Dire
ctor
(a
) Sub
ject
to A
rticl
e 4
Rul
e 10
her
eof,
the
Dire
ctor
s m
ay fr
om
time
to ti
me
appo
int o
ne o
f the
ir bo
dy to
the
offic
e of
Man
agin
g or
Exe
cutiv
e D
irect
or fo
r suc
h pe
riod
and
on s
uch
term
s as
they
th
ink
fit b
ut if
the
appo
intm
ent i
s fo
r a fi
xed
term
the
term
sha
ll
106
102
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
term
sha
ll no
t ex
ceed
thr
ee (
3) y
ears
and
sub
ject
to
the
term
s of
any
agr
eem
ent e
nter
ed in
to in
any
par
ticul
ar c
ase
may
revo
ke a
ny su
ch a
ppoi
ntm
ent.
A D
irect
or so
app
oint
ed
shal
l not
, whi
le h
oldi
ng th
at o
ffic
e, b
e su
bjec
t to
retir
emen
t by
rot
atio
n or
be
take
n in
to a
ccou
nt i
n de
term
inin
g th
e ro
tatio
n of
ret
irem
ent
of D
irect
ors,
but
his
appo
intm
ent
shal
l be
aut
omat
ical
ly d
eter
min
ed i
f he
cea
ses
from
any
ca
use
to b
e a
Dire
ctor
.
not
exce
ed t
hree
(3)
yea
rs a
nd s
ubje
ct t
o th
e te
rms
of a
ny
agre
emen
t en
tere
d in
to i
n an
y pa
rticu
lar
case
may
rev
oke
any
such
app
oint
men
t. A
Dire
ctor
so
appo
inte
d sh
all
not,
whi
le
hold
ing
that
off
ice,
be
subj
ect
to r
etire
men
t by
rot
atio
n or
be
take
n in
to a
ccou
nt in
det
erm
inin
g th
e ro
tatio
n of
ret
irem
ent o
f D
irect
ors,
but
his
appo
intm
ent
shal
l be
au
tom
atic
ally
de
term
ined
if h
e ce
ases
from
any
cau
se to
be
a D
irect
or.
( b)
A M
anag
ing
Dir
ecto
r, o
r a
pers
on p
erfo
rmin
g th
e fu
nctio
ns o
f a M
anag
ing
Dir
ecto
r, b
y w
hate
ver
nam
e ca
lled,
sh
all b
e su
bjec
t to
the
cont
rol o
f the
Dir
ecto
rs.
87
. Po
wer
s Th
e D
irect
ors
may
ent
rust
to a
nd c
onfe
r up
on a
man
agin
g or
exe
cutiv
e D
irect
or o
r any
off
icer
of t
he c
ompa
ny fo
r the
tim
e be
ing
any
of t
he p
ower
s ex
erci
sabl
e by
the
m u
pon
such
term
s an
d co
nditi
ons a
nd w
ith su
ch re
stric
tions
as
they
m
ay th
ink
fit, a
nd e
ither
col
late
rally
with
or t
o th
e ex
clus
ion
of t
heir
own
pow
ers
and
may
fro
m t
ime
to t
ime
revo
ke,
with
draw
, alte
r, or
var
y al
l or a
ny o
f tho
se p
ower
s.
108.
No
amen
dmen
ts re
quire
d.
SEC
RE
TA
RY
88
. (a
) Se
cret
ary
The
Secr
etar
y sh
all
be a
ppoi
nted
by
the
Dire
ctor
s in
ac
cord
ance
w
ith
the
Act
, fo
r su
ch
term
, at
su
ch
rem
uner
atio
n, a
nd u
pon
such
con
ditio
ns a
s th
ey m
ay th
ink
fit;
and
any
Secr
etar
y so
app
oint
ed m
ay b
e re
mov
ed b
y th
em.
(b)
If th
ough
t fit
by
the
Dire
ctor
s, tw
o (2
) or
mor
e pe
rson
s may
be
appo
inte
d as
join
t sec
reta
ries.
109.
(a)
Secr
etar
y (a
) Th
e Se
cret
ary
shal
l be
app
oint
ed b
y th
e D
irect
ors
in
acco
rdan
ce
with
th
e A
ct,
for
such
te
rm,
at
such
re
mun
erat
ion,
and
upo
n su
ch c
ondi
tions
as
they
may
thin
k fit
; an
d an
y Se
cret
ary
so a
ppoi
nted
may
be
rem
oved
by
them
. (b
) If
thou
ght
deem
ed f
it by
the
Dire
ctor
s, tw
o (2
) or
mor
e pe
rson
s may
be
appo
inte
d as
join
t Sec
reta
ries.
106 107
103
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(c)
The
Dire
ctor
s m
ay a
lso
appo
int
an A
ssis
tant
or
Dep
uty
Secr
etar
y an
d th
e fo
rego
ing
prov
isio
ns o
f th
is
Arti
cle
shal
l app
ly in
rela
tion
to su
ch o
ffic
e.
(c)
The
Dire
ctor
s m
ay a
lso
appo
int
an A
ssis
tant
or
Dep
uty
Secr
etar
y an
d th
e fo
rego
ing
prov
isio
ns o
f thi
s A
rticl
e R
ule
shal
l ap
ply
in re
latio
n to
such
off
ice.
SEA
L
89.
Seal
to
be u
sed
only
with
aut
horit
y of
Dire
ctor
s an
d th
e in
stru
men
ts t
o be
sig
ned
by o
ne D
irect
or a
nd c
ount
er-
sign
ed
The
Dire
ctor
s sh
all p
rovi
de fo
r the
saf
e cu
stod
y of
the
seal
, w
hich
shal
l onl
y be
use
d by
the
auth
ority
of t
he D
irect
ors o
r of
a c
omm
ittee
of
the
Dire
ctor
s au
thor
ized
by
the
dire
cts
into
that
beh
alf,
and
ever
y in
stru
men
t to
whi
ch th
e se
al is
af
fixed
sh
all
be
sign
ed
by
a D
irect
or
and
shal
l be
co
unte
rsig
ned
by t
he s
ecre
tary
or
by a
sec
ond
Dire
ctor
or
by s
ome
othe
r pe
rson
app
oint
ed b
y th
e D
irect
ors
for
the
purp
ose.
110.
Seal
to
be u
sed
only
with
aut
horit
y of
Dire
ctor
s an
d th
e in
stru
men
ts to
be
sign
ed b
y on
e D
irect
or a
nd c
ount
er-s
igne
d Th
e D
irect
ors
shal
l pr
ovid
e fo
r th
e sa
fe c
usto
dy o
f th
e Se
al,
whi
ch sh
all o
nly
be u
sed
by th
e au
thor
ity o
f the
Dire
ctor
s or o
f a
com
mitt
ee
of
the
Dire
ctor
s au
thor
ized
au
thor
ised
by
the
Dire
ctor
s in
that
beh
alf,
and
ever
y in
stru
men
t to
whi
ch th
e Se
al
is
affix
ed
shal
l be
si
gned
by
a
Dire
ctor
an
d sh
all
be
coun
ters
igne
d by
the
Sec
reta
ry o
r by
a s
econ
d D
irect
or o
r by
so
me
othe
r per
son
appo
inte
d by
the
Dire
ctor
s for
the
purp
ose.
89A
Sh
are
Seal
Th
e C
ompa
ny s
hall
have
a “
Shar
e Se
al”
purs
uant
to th
e A
ct
whi
ch i
s fo
r th
e so
le a
nd s
peci
fic u
se o
n th
e C
ompa
ny’s
sh
are
certi
ficat
es. S
uch
Shar
e Se
al s
hall
not b
e af
fixed
ont
o an
y sh
are
certi
ficat
es e
xcep
t by
a re
solu
tion
of th
e B
oard
of
Dire
ctor
s pr
evio
usly
giv
en a
nd i
n th
e pr
esen
ce o
f on
e D
irect
or a
nd o
f the
se
cret
ary
or s
uch
othe
r pe
rson
as
the
Dire
ctor
s m
ay a
ppoi
nt.
Such
Dire
ctor
and
Sec
reta
ry o
r ot
her
pers
on a
s af
ores
aid
shal
l ei
ther
phy
sica
lly s
ign
or
caus
e a
facs
imile
of
thei
r si
gnat
ures
, to
app
ear
on e
very
sh
are
certi
ficat
e to
whi
ch th
e Sh
are
Seal
has
bee
n af
fixed
.
- To
be
dele
ted.
108
104
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
AC
CO
UN
TS
90.
(a)
Acc
ount
s
The
Dire
ctor
s sh
all c
ause
acc
ount
ing
reco
rds
to b
e ke
pt in
acc
orda
nce
with
the
prov
isio
ns o
f the
Act
. (b
) C
usto
dy o
f boo
ks
Th
e ac
coun
ting
reco
rds
shal
l be
ke
pt
at
the
Reg
iste
red
Off
ice
or s
ubje
ct to
the
Act
, at s
uch
othe
r pla
ce
as t
he D
irect
ors
thin
k fit
and
sha
ll al
way
s be
ope
n to
in
spec
tion
by th
e D
irect
ors.
(c)
Insp
ectio
n (i)
Th
e D
irect
ors
shal
l fr
om t
ime
to t
ime
dete
rmin
e
111.
(a)
Acc
ount
s Th
e D
irect
ors
shal
l ca
use
acco
untin
g re
cord
s to
be
kept
in
acco
rdan
ce w
ith th
e pr
ovis
ions
of t
he A
ct:-
(i) t
o su
ffic
ient
ly e
xpla
in t
he t
rans
actio
ns a
nd f
inan
cial
po
sitio
n of
the
Com
pany
and
ena
ble
true
and
fair
pro
fit a
nd
loss
ac
coun
ts
and
bala
nce
shee
t an
d do
cum
ents
to
be
at
tach
ed th
eret
o to
be
prep
ared
; and
(ii
) in
a m
anne
r as
to
enab
le s
uch
acco
untin
g an
d ot
her
reco
rds t
o be
con
veni
ently
and
pro
perl
y au
dite
d.
(b)
The
Com
pany
, its
Dir
ecto
rs a
nd M
anag
ers
shal
l ca
use
the
appr
opri
ate
entr
ies
to b
e m
ade
in t
he a
ccou
ntin
g an
d ot
her
reco
rds
with
in s
ixty
(60)
day
s of
the
com
plet
ion
of th
e tr
ansa
ctio
ns to
whi
ch th
e en
trie
s rel
ate.
(c
) The
rec
ords
ref
erre
d to
in th
is R
ule
shal
l be
reta
ined
for
seve
n (7
) ye
ars
afte
r th
e co
mpl
etio
n of
the
tra
nsac
tions
or
oper
atio
ns to
w
hich
the
entr
ies r
elat
e.
(b)(
d)
Cus
tody
of b
ooks
The
acco
untin
g re
cord
s sh
all b
e ke
pt a
t the
Reg
iste
red
Off
ice
or s
ubje
ct to
the
Act
, at s
uch
othe
r pla
ce a
s th
e D
irect
ors
thin
k fit
and
shal
l alw
ays b
e op
en to
insp
ectio
n by
the
Dire
ctor
s. (c
)(e)
In
spec
tion
(i)
The
Dire
ctor
s sh
all
from
tim
e to
tim
e de
term
ine
108 109
105
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
whe
ther
in a
ny p
artic
ular
cas
e or
cla
ss o
f cas
es o
r gen
eral
ly,
and
to w
hat e
xten
t, an
d at
wha
t tim
es a
nd p
lace
s an
d un
der
wha
t con
ditio
ns th
e ac
coun
ts a
nd b
ooks
of t
he C
ompa
ny o
r an
y of
them
shal
l be
open
to th
e in
spec
tion
of m
embe
rs.
(ii)
No
mem
ber
(not
bei
ng a
Dire
ctor
) sh
all
have
any
rig
ht o
f ins
pect
ing
any
acco
unt o
r boo
k or
doc
umen
t of t
he
Com
pany
, exc
ept a
s co
nfer
red
by A
ct o
r au
thor
ised
by
the
Dire
ctor
s or
by
a re
solu
tion
of t
he C
ompa
ny i
n ge
nera
l m
eetin
g.
(d)
Cop
y of
repo
rt to
mem
bers
A
cop
y of
the
repo
rts b
y th
e D
irect
ors
and
audi
tors
of
the
Com
pany
, th
e pr
ofit
and
loss
acc
ount
s, ba
lanc
e sh
eet
and
grou
p ac
coun
ts (
if an
y) (
incl
udin
g al
l do
cum
ents
req
uire
d by
law
to b
e an
nexe
d or
atta
ched
to a
ll or
any
of t
hem
), in
pr
inte
d fo
rm o
r in
CD
-RO
M fo
rm o
r in
such
oth
er fo
rm o
f el
ectro
nic
med
ia, s
hall
be se
nt (n
ot la
ter t
han
six
(6) M
onth
s af
ter t
he c
lose
of t
he fi
nanc
ial y
ear
and
at le
ast t
wen
ty-o
ne
(21)
day
s bef
ore
the
gene
ral m
eetin
g at
whi
ch th
ey a
re to
be
laid
) to
all
Mem
bers
, ho
lder
s of
deb
entu
res
and
all
othe
r pe
rson
s en
title
d to
rec
eive
not
ices
of
gene
ral
mee
tings
un
der
the
Act
or
thes
e A
rticl
es. T
he i
nter
val
betw
een
the
clos
e of
fina
ncia
l yea
r of t
he C
ompa
ny a
nd th
e is
sue
of th
e an
nual
au
dite
d ac
coun
ts,
the
Dire
ctor
s’
and
audi
tors
’ re
ports
sha
ll no
t exc
eed
four
(4)
Mon
ths.
In th
e ev
ent t
hat
thes
e do
cum
ents
are
sent
in C
D-R
OM
form
or i
n su
ch o
ther
fo
rm o
f el
ectro
nic
med
ia a
nd a
Mem
ber
requ
ires
a pr
inte
d fo
rm o
f su
ch d
ocum
ents
, th
e C
ompa
ny s
hall
send
suc
h do
cum
ents
to
the
Mem
ber
with
in f
our
(4)
Mar
ket
Day
s fr
om t
he d
ate
of r
ecei
pt o
f th
e M
embe
r’s
requ
est.
The
requ
ired
num
ber o
f cop
ies
of e
ach
of th
ese
docu
men
ts s
hall
whe
ther
in a
ny p
artic
ular
cas
e or
cla
ss o
f cas
es o
r gen
eral
ly, a
nd
to w
hat
exte
nt,
and
at w
hat
times
and
pla
ces
and
unde
r w
hat
cond
ition
s th
e ac
coun
ts a
nd b
ooks
of
the
Com
pany
or
any
of
them
shal
l be
open
to th
e in
spec
tion
of M
embe
rs.
(ii)
No
Mem
ber
(not
bei
ng a
Dire
ctor
) sh
all h
ave
any
right
of
insp
ectin
g an
y ac
coun
t or b
ook
or d
ocum
ent o
f the
Com
pany
, ex
cept
as
conf
erre
d by
Act
or a
utho
rised
by
the
Dire
ctor
s or
by
a re
solu
tion
of th
e C
ompa
ny in
gen
eral
mee
ting.
(d
)(f)
Cop
y of
repo
rt to
Mem
bers
A
cop
y of
the
rep
orts
by
the
Dire
ctor
s an
d au
dito
rs o
f th
e C
ompa
ny, t
he p
rofit
and
loss
acc
ount
s, ba
lanc
e sh
eet a
nd g
roup
ac
coun
ts (i
f any
) (in
clud
ing
all d
ocum
ents
requ
ired
by la
w to
be
anne
xed
or a
ttach
ed to
all
or a
ny o
f the
m),
in p
rinte
d fo
rm o
r in
CD
-RO
M fo
rm o
r in
such
oth
er fo
rm o
f ele
ctro
nic
med
ia, s
hall
be s
ent
(not
lat
er t
han
six
(6)
mon
ths
afte
r th
e cl
ose
of t
he
finan
cial
yea
r an
d at
lea
st t
wen
ty-o
ne (
21)
days
bef
ore
the
gene
ral
mee
ting
at w
hich
the
y ar
e to
be
laid
) to
all
Mem
bers
, ho
lder
s of
deb
entu
res
and
all
othe
r pe
rson
s en
title
d to
rec
eive
no
tices
of g
ener
al m
eetin
gs u
nder
the
Act
or
thes
e A
rticl
es th
is
Con
stitu
tion.
The
inte
rval
bet
wee
n th
e cl
ose
of f
inan
cial
yea
r of
the
Com
pany
and
the
issu
e of
the
ann
ual
audi
ted
acco
unts
, th
e D
irect
ors’
and
aud
itors
’ re
ports
sha
ll no
t ex
ceed
fou
r (4
) m
onth
s. In
the
even
t tha
t the
se d
ocum
ents
are
sen
t in
CD
-RO
M
form
or
in s
uch
othe
r fo
rm o
f el
ectro
nic
med
ia a
nd a
Mem
ber
requ
ires
a pr
inte
d fo
rm o
f su
ch d
ocum
ents
, the
Com
pany
sha
ll se
nd s
uch
docu
men
ts t
o th
e M
embe
r w
ithin
fou
r (4
) M
arke
t D
ays
from
the
dat
e of
rec
eipt
of
the
Mem
ber’
s re
ques
t. Th
e re
quire
d nu
mbe
r of
cop
ies
of e
ach
of th
ese
docu
men
ts s
hall
at
110
106
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
at th
e sa
me
time
be se
nt to
the
Exch
ange
. th
e sa
me
time
be se
nt to
the
Exch
ange
.
AU
DIT
OR
S 90
A
App
oint
men
t of A
udito
rs
Aud
itors
sha
ll be
app
oint
ed a
nd t
heir
dutie
s re
gula
ted
in
acco
rdan
ce w
ith th
e A
ct.
112.
No
amen
dmen
ts re
quire
d.
DIS
TR
IBU
TIO
NS
AN
D R
ESE
RV
ES
91.
Dec
lara
tion
of d
ivid
ends
Th
e C
ompa
ny i
n ge
nera
l m
eetin
g m
ay d
ecla
re d
ivid
ends
, bu
t no
divi
dend
sha
ll ex
ceed
the
amou
nt r
ecom
men
ded
by
the
Dire
ctor
s.
- To
be
dele
ted.
92.
Inte
rim d
ivid
ends
Th
e D
irect
ors
may
fro
m t
ime
to ti
me
pay
to th
e m
embe
rs
such
int
erim
div
iden
ds a
s ap
pear
to
the
Dire
ctor
s to
be
just
ified
by
the
prof
its o
f the
Com
pany
.
113.
Inte
rim d
ivid
ends
D
ecla
ratio
n of
dist
ribu
tions
Th
e D
irect
ors
may
fro
m ti
me
to ti
me
pay
to th
e M
embe
rs s
uch
dist
ribu
tions
and
inte
rim d
ivid
ends
dist
ribu
tions
as
appe
ar to
th
e D
irect
ors t
o be
just
ified
by
the
prof
its o
f the
Com
pany
.
93.
Div
iden
ds to
be
paid
onl
y ou
t of p
rofit
s N
o di
vide
nd s
hall
be p
aid
othe
rwis
e th
an o
ut o
f pr
ofits
of
the
Com
pany
.
114.
Div
iden
d D
istri
butio
ns t
o be
pai
d on
ly o
ut o
f pro
fits
(a) N
o di
vide
nd d
istr
ibut
ion
shal
l be
paid
oth
erw
ise
than
out
of
prof
its o
f the
Com
pany
. (b
) B
efor
e a
dist
ribu
tion
is m
ade
by t
he C
ompa
ny t
o an
y M
embe
r,
such
di
stri
butio
n m
ust
be
auth
oris
ed
by
the
Dir
ecto
rs.
The
Dir
ecto
rs m
ay a
utho
rise
a d
istri
butio
n at
su
ch ti
me
and
in s
uch
amou
nt a
s th
ey c
onsi
der
appr
opri
ate,
110 111
107
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
if th
ey a
re s
atisf
ied
that
the
Com
pany
will
be
solv
ent
imm
edia
tely
aft
er th
e di
stri
butio
n is
mad
e. A
dec
lara
tion
by
the
Dir
ecto
rs a
s to
the
amou
nt o
f the
pro
fits
of o
ther
mon
ies
at a
ny ti
me
avai
labl
e fo
r di
vide
nds s
hall
be c
oncl
usiv
e.
(c) I
f aft
er a
dis
trib
utio
n is
auth
oris
ed a
nd b
efor
e it
is m
ade,
th
e D
irec
tors
cea
se t
o be
sat
isfie
d on
rea
sona
ble
grou
nds
that
the
Com
pany
will
be
solv
ent
imm
edia
tely
aft
er t
he
dist
ribu
tion
is m
ade,
the
Dir
ecto
rs s
hall
take
all
nece
ssar
y st
eps t
o pr
even
t the
dist
ribu
tion
from
bei
ng m
ade.
(d
) For
the
purp
oses
of t
his
Rul
e, th
e C
ompa
ny is
reg
arde
d as
sol
vent
if
the
Com
pany
is
able
to
pay
its d
ebts
as
and
whe
n th
e de
bts
beco
me
due
with
in t
wel
ve m
onth
s (1
2)
imm
edia
tely
aft
er th
e di
stri
butio
n is
mad
e.
94
. D
irect
ors m
ay fo
rm re
serv
e fu
nd a
nd in
vest
Th
e D
irect
ors
may
, be
fore
rec
omm
endi
ng a
ny d
ivid
ends
, se
t as
ide
out
of t
he p
rofit
s of
the
Com
pany
suc
h su
ms
as
they
thin
k pr
oper
as
rese
rves
whi
ch s
hall,
at t
he d
iscr
etio
n of
the
Dire
ctor
s be
app
licab
le fo
r any
pur
pose
to w
hich
the
prof
its o
f th
e C
ompa
ny m
ay b
e pr
oper
ly a
pplie
d, a
nd
pend
ing
any
such
app
licat
ion
may
at
the
like
disc
retio
n,
eith
er b
e em
ploy
ed i
n th
e bu
sine
ss o
f th
e C
ompa
ny o
r be
in
vest
ed i
n su
ch i
nves
tmen
ts (
othe
r th
an s
hare
s in
the
C
ompa
ny) a
s th
e D
irect
ors
may
from
tim
e to
tim
e th
ink
fit.
The
Dire
ctor
s m
ay a
lso
with
out p
laci
ng th
e sa
me
to re
serv
e ca
rry
forw
ard
any
prof
its w
hich
they
may
thin
k pr
uden
t not
to
div
ide.
115.
Dire
ctor
s may
form
rese
rve
fund
and
inve
st
The
Dire
ctor
s m
ay,
befo
re
reco
mm
endi
ng
any
divi
dend
s, di
stri
butio
ns, s
et a
side
out
of
the
prof
its o
f th
e C
ompa
ny s
uch
sum
s as
the
y th
ink
prop
er a
s re
serv
es w
hich
sha
ll, a
t th
e di
scre
tion
of t
he D
irect
ors
be a
pplic
able
for
any
pur
pose
to
whi
ch th
e pr
ofits
of t
he C
ompa
ny m
ay b
e pr
oper
ly a
pplie
d, a
nd
pend
ing
any
such
app
licat
ion
may
at t
he li
ke d
iscr
etio
n, e
ither
be
em
ploy
ed in
the
busi
ness
of
the
Com
pany
or
be in
vest
ed in
su
ch i
nves
tmen
ts (
othe
r th
an s
hare
s in
the
Com
pany
) as
the
D
irect
ors
may
fro
m t
ime
to t
ime
thin
k fit
. The
Dire
ctor
s m
ay
also
with
out
plac
ing
the
sam
e to
res
erve
car
ry f
orw
ard
any
prof
its w
hich
they
may
thin
k pr
uden
t not
to d
ivid
e.
112
108
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
95.
Paym
ent o
f Div
iden
ds
Subj
ect
to t
he r
ight
s of
per
sons
, if
any,
ent
itled
to
shar
es
with
spe
cial
rig
hts
as t
o di
vide
nd,
all
divi
dend
s sh
all
be
decl
ared
and
pai
d ac
cord
ing
to th
e am
ount
s pa
id o
r cre
dite
d as
pai
d on
the
sha
res
in r
espe
ct w
here
of t
he d
ivid
end
is
paid
, but
not
am
ount
pai
d or
cre
dite
d as
pai
d on
a s
hare
in
adva
nce
of c
all
shal
l be
tre
ated
for
the
pur
pose
of
this
regu
latio
n as
pai
d on
the
sha
re.
All
divi
dend
s sh
all
be
appo
rtion
ed a
nd p
aid
prop
ortio
nate
ly to
the
amou
nts p
aid
or
cred
ited
as p
aid
on th
e sh
ares
dur
ing
any
porti
on o
r por
tions
of
the
perio
d in
resp
ect o
f whi
ch th
e di
vide
nd is
pai
d; b
ut if
an
y sh
are
is is
sued
on
term
s pr
ovid
ing
that
it s
hall
rank
for
divi
dend
as
from
a p
artic
ular
dat
e th
at s
hare
sha
ll ra
nk f
or
divi
dend
acc
ordi
ngly
.
116.
Paym
ent o
f div
iden
ds d
istri
butio
ns
Subj
ect t
o th
e rig
hts
of p
erso
ns, i
f an
y, e
ntitl
ed to
sha
res
with
sp
ecia
l rig
hts
as
to
divi
dend
di
stri
butio
n,
all
divi
dend
di
stri
butio
ns s
hall
be d
ecla
red
and
paid
acc
ordi
ng t
o th
e am
ount
s pa
id o
r cr
edite
d as
pai
d on
the
sha
res
in r
espe
ct
whe
reof
the
divi
dend
dist
ribu
tion
is p
aid,
but
not
am
ount
pai
d or
cre
dite
d as
pai
d on
a s
hare
in a
dvan
ce o
f cal
l sha
ll be
trea
ted
for
the
purp
ose
of t
his
regu
latio
n as
pai
d on
the
sha
re.
All
divi
dend
di
stri
butio
ns
shal
l be
ap
porti
oned
an
d pa
id
prop
ortio
nate
ly t
o th
e am
ount
s pa
id o
r cr
edite
d as
pai
d on
the
shar
es d
urin
g an
y po
rtion
or p
ortio
ns o
f the
per
iod
in re
spec
t of
whi
ch t
he d
ivid
end
dist
ribu
tion
is p
aid;
but
if
any
shar
e is
issu
ed o
n te
rms
prov
idin
g th
at i
t sh
all
rank
for
di
vide
nd
dist
ribu
tion
as f
rom
a p
artic
ular
dat
e th
at s
hare
sha
ll ra
nk f
or
divi
dend
dist
ribu
tion
acco
rdin
gly.
96.
Dire
ctor
s m
ay
dedu
ct
from
di
vide
nds
sum
s ow
ed
to
Com
pany
Th
e D
irect
ors
may
ded
uct
form
any
div
iden
d, b
onus
or
othe
r mon
eys
paya
ble
to a
ny m
embe
r all
sum
s of
mon
ey (i
f an
y) p
rese
ntly
pay
able
by
him
to
Com
pany
on
acco
unt
of
call
or o
ther
wis
e in
rela
tion
to th
e sh
ares
of t
he C
ompa
ny.
117.
Dire
ctor
s m
ay d
educ
t fro
m d
ivid
ends
dis
trib
utio
ns s
ums
owed
to
Com
pany
Th
e D
irect
ors
may
ded
uct
form
any
div
iden
d di
stri
butio
n,
bonu
s or
oth
er m
oney
s pa
yabl
e to
any
Mem
ber
all
sum
s of
m
oney
(if
any)
pre
sent
ly p
ayab
le b
y hi
m t
o C
ompa
ny o
n ac
coun
t of
cal
l or
oth
erw
ise
in r
elat
ion
to t
he s
hare
s of
the
C
ompa
ny.
97
. G
ener
al M
eetin
g m
ay p
ay d
ivid
end
in sp
ecie
A
ny g
ener
al m
eetin
g de
clar
ing
a di
vide
nd o
r bo
nus
may
di
rect
pay
men
t of
such
div
iden
d or
bon
us w
holly
or
partl
y by
the
dis
tribu
tion
of s
peci
fic a
sset
s an
d in
par
ticul
ar o
f pa
id-u
p sh
ares
, deb
entu
res
or d
eben
ture
sto
ck o
f an
y ot
her
com
pany
or
in a
ny o
ne o
r m
ore
of s
uch
way
s an
d th
e
118.
Gen
eral
Mee
ting
may
pay
div
iden
d di
stri
butio
n in
spec
ie
Any
gen
eral
mee
ting
decl
arin
g a
divi
dend
dist
ribu
tion
or b
onus
m
ay d
irect
pay
men
t of
suc
h di
vide
nd d
istri
butio
n or
bon
us
who
lly o
r pa
rtly
by t
he d
istri
butio
n of
spe
cific
ass
ets
and
in
parti
cula
r of
pai
d-up
sha
res,
debe
ntur
es o
r de
bent
ure
stoc
k of
an
y ot
her c
ompa
ny o
r in
any
one
or m
ore
of s
uch
way
s an
d th
e
112 113
109
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
Dire
ctor
s sha
ll gi
ve e
ffec
t to
such
reso
lutio
n, a
nd w
here
any
di
ffic
ulty
aris
es in
reg
ard
to s
uch
dist
ribut
ion
the
Dire
ctor
s m
ay s
ettle
the
sam
e as
the
y th
ink
expe
dien
t, an
d fix
the
va
lue
for
dist
ribut
ion
of s
uch
spec
ific
asse
ts o
f an
y pa
rt th
ereo
f an
d m
ay d
eter
min
e th
at c
ash
paym
ents
sha
ll be
m
ade
to a
ny m
embe
rs u
pon
the
foot
ing
of th
e va
lue
so fi
xed
in o
rder
to a
djus
t the
righ
ts o
f all
parti
es a
nd m
ay v
est a
ny
such
spec
ific
asse
ts in
trus
tees
as m
ay se
em e
xped
ient
to th
e D
irect
ors.
Dire
ctor
s sh
all
give
eff
ect
to s
uch
reso
lutio
n, a
nd w
here
any
di
ffic
ulty
aris
es in
rega
rd to
suc
h di
strib
utio
n th
e D
irect
ors
may
se
ttle
the
sam
e as
the
y th
ink
expe
dien
t, an
d fix
the
val
ue f
or
dist
ribut
ion
of s
uch
spec
ific
asse
ts o
f an
y pa
rt th
ereo
f an
d m
ay
dete
rmin
e th
at c
ash
paym
ents
sha
ll be
mad
e to
any
Mem
bers
up
on t
he f
ootin
g of
the
val
ue s
o fix
ed i
n or
der
to a
djus
t th
e rig
hts
of a
ll pa
rties
and
may
ves
t an
y su
ch s
peci
fic a
sset
s in
tru
stee
s as m
ay se
em e
xped
ient
to th
e D
irect
ors.
98.
Div
iden
d pa
ymen
t thr
ough
the
post
or
by d
irect
ele
ctro
nic
trans
fer
Any
div
iden
d, o
r oth
er m
oney
pay
able
in c
ash
in re
spec
t of
shar
es m
ay b
e pa
id b
y ch
eque
or
war
rant
sen
t thr
ough
the
post
dire
cted
to
the
regi
ster
ed a
ddre
ss o
f th
e ho
lder
or,
in
the
case
of j
oint
hol
ders
to th
e re
gist
ered
add
ress
of t
hat o
ne
of t
he j
oint
hol
der
who
is
first
nam
ed o
n th
e re
giste
r of
m
embe
rs o
r to
suc
h pe
rson
and
to
such
add
ress
as
the
hold
er o
r jo
int
hold
ers
may
in
writ
ing
dire
ct.
Ever
y su
ch
cheq
ue o
r war
rant
sha
ll be
mad
e pa
yabl
e to
the
orde
r of t
he
pers
on t
o w
hom
it
is s
ent.
Any
one
of
two
or m
ore
join
t ho
lder
s m
ay
give
ef
fect
ual
rece
ipts
fo
r an
y di
vide
nd,
bonu
ses
or o
ther
mon
ey p
ayab
le i
n re
spec
t of
the
sha
res
held
by
them
as
join
t ho
lder
s. Pa
ymen
t of
div
iden
d m
ay
also
be
mad
e by
dire
ct tr
ansf
er e
lect
roni
cally
sub
ject
to th
e pr
ovis
ions
of
the
Act
, Rul
es o
f th
e D
epos
itory
, the
Lis
ting
Req
uire
men
ts o
f th
e Ex
chan
ge a
nd/o
r ot
her
regu
lato
ry
auth
oriti
es, t
o th
e ba
nk a
ccou
nt o
f th
e ho
lder
. Pay
men
t of
di
vide
nd b
y ch
eque
, war
rant
or b
y di
rect
ele
ctro
nic
trans
fer
as a
fore
said
sha
ll be
a g
ood
disc
harg
e of
the
Com
pany
re
gard
less
of t
he fa
ct th
at it
may
sub
sequ
ently
be
foun
d th
at
ther
e is
any
dis
crep
ancy
in th
e de
tails
of
the
bank
acc
ount
119.
Div
iden
d D
istr
ibut
ion
paym
ent
thro
ugh
the
post
or
by d
irect
el
ectro
nic
trans
fer
Any
div
iden
d di
stri
butio
n, o
r ot
her
mon
ey p
ayab
le in
cas
h in
re
spec
t of s
hare
s may
be
paid
by
cheq
ue o
r war
rant
sent
thro
ugh
the
post
dire
cted
to t
he r
egis
tere
d ad
dres
s of
the
hold
er. o
r, in
th
e ca
se o
f joi
nt h
olde
rs to
the
regi
ster
ed a
ddre
ss o
f tha
t one
of
the
join
t hol
der w
ho is
firs
t nam
ed o
n th
e re
gist
er o
f mem
bers
or
to s
uch
pers
on a
nd to
suc
h ad
dres
s as
the
hold
er o
r joi
nt h
olde
rs
may
in
writ
ing
dire
ct.
Ever
y su
ch c
hequ
e or
war
rant
sha
ll be
m
ade
paya
ble
to th
e or
der o
f the
per
son
to w
hom
it is
sen
t. A
ny
one
of tw
o or
mor
e jo
int h
olde
rs m
ay g
ive
effe
ctua
l rec
eipt
s fo
r an
y di
vide
nd, b
onus
es o
r oth
er m
oney
pay
able
in re
spec
t of t
he
shar
es h
eld
by t
hem
as
join
t ho
lder
s. P
aym
ent
of d
ivid
end
dist
ribu
tion
may
als
o be
mad
e by
dire
ct tr
ansf
er e
lect
roni
cally
su
bjec
t to
the
prov
isio
ns o
f the
Act
, Rul
es o
f the
Dep
osito
ry, t
he
List
ing
Req
uire
men
ts o
f th
e Ex
chan
ge a
nd/o
r ot
her
regu
lato
ry
auth
oriti
es,
to t
he b
ank
acco
unt
of t
he h
olde
r. Pa
ymen
t of
di
vide
nd d
istri
butio
n by
che
que,
war
rant
or b
y di
rect
ele
ctro
nic
trans
fer
as a
fore
said
sha
ll be
a g
ood
disc
harg
e of
the
Com
pany
re
gard
less
of
the
fact
tha
t it
may
sub
sequ
ently
be
foun
d th
at
ther
e is
any
dis
crep
ancy
in th
e de
tails
of t
he b
ank
acco
unt g
iven
by
the
hold
er.
114
110
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
give
n by
the
hold
er.
CA
PIT
AL
IZA
TIO
N O
F PR
OFI
TS
99.
Com
pany
may
cap
italiz
e re
serv
es a
nd u
ndiv
ided
pro
fits
The
Com
pany
in
ge
nera
l m
eetin
g m
ay
upon
th
e re
com
men
datio
n of
the
Dire
ctor
s re
solv
e th
at it
is d
esira
ble
to c
apita
lize
any
part
of t
he a
mou
nt f
or t
he t
ime
bein
g st
andi
ng t
o th
e cr
edit
of a
ny o
f th
e C
ompa
ny’s
res
erve
ac
coun
ts o
r to
the
cre
dit
of t
he p
rofit
and
los
s ac
coun
t or
ot
herw
ise
avai
labl
e fo
r di
strib
utio
n, a
nd a
ccor
ding
ly t
hat
such
sum
be
set f
ree
for
dist
ribut
ion
amon
gst t
he m
embe
rs
who
wou
ld h
ave
been
ent
itled
ther
eof i
f dis
tribu
ted
by w
ay
of d
ivid
end
and
in th
e sa
me
prop
ortio
ns o
n co
nditi
on t
hat
the
sam
e be
not
pai
d ca
sh b
ut a
pplie
d ei
ther
in o
r to
war
ds
payi
ng u
p an
y am
ount
s fo
r th
e tim
e be
ing
unpa
id o
n an
y sh
ares
hel
d by
suc
h m
embe
rs r
espe
ctiv
ely
or p
ayin
g up
in
full
unis
sued
sha
res
or d
eben
ture
s of
the
Com
pany
to
be
allo
tted
and
dist
ribut
e cr
edite
d as
ful
ly p
aid
up t
o an
d am
ongs
t su
ch m
embe
rs i
n th
e pr
opor
tion
afor
esai
d, o
r pa
rtly
in t
he o
ther
, an
d th
e D
irect
ors
shal
l gi
ve e
ffec
t to
su
ch r
esol
utio
n. A
sha
re p
rem
ium
acc
ount
and
a c
apita
l re
dem
ptio
n re
serv
e m
ay, f
or p
urpo
ses
of th
is re
gula
tion,
be
appl
ied
only
in
the
payi
ng u
p of
uni
ssue
d sh
ares
to
be
issu
ed t
o m
embe
rs o
f th
e C
ompa
ny a
s fu
lly p
aid
bonu
s sh
ares
.
120.
Com
pany
may
cap
italiz
e re
serv
es a
nd u
ndiv
ided
pro
fits
The
Com
pany
in
ge
nera
l m
eetin
g m
ay
upon
th
e re
com
men
datio
n of
the
Dire
ctor
s re
solv
e th
at it
is d
esira
ble
to
capi
taliz
e an
y pa
rt of
the
amou
nt fo
r the
tim
e be
ing
stan
ding
to
the
cred
it of
any
of
the
Com
pany
’s r
eser
ve a
ccou
nts
or t
o th
e cr
edit
of th
e pr
ofit
and
loss
acc
ount
or
othe
rwis
e av
aila
ble
for
dist
ribut
ion,
and
acc
ordi
ngly
tha
t su
ch s
um b
e se
t fr
ee f
or
dist
ribut
ion
amon
gst
the
Mem
bers
w
ho
wou
ld
have
be
en
entit
led
ther
eof
if di
strib
uted
by
way
of
divi
dend
dist
ribu
tion
and
in th
e sa
me
prop
ortio
ns o
n co
nditi
on th
at th
e sa
me
be n
ot
paid
cas
h bu
t ap
plie
d ei
ther
in
or t
owar
ds p
ayin
g up
any
am
ount
s fo
r th
e tim
e be
ing
unpa
id o
n an
y sh
ares
hel
d by
suc
h M
embe
rs r
espe
ctiv
ely
or p
ayin
g up
in
full
unis
sued
sha
res
or
debe
ntur
es o
f the
Com
pany
to b
e al
lotte
d an
d di
strib
ute
cred
ited
as fu
lly p
aid
up to
and
am
ongs
t suc
h M
embe
rs in
the
prop
ortio
n af
ores
aid,
or
partl
y in
the
oth
er,
and
the
Dire
ctor
s sh
all
give
ef
fect
to su
ch re
solu
tion.
A s
hare
pre
miu
m a
ccou
nt a
nd a
cap
ital
rede
mpt
ion
rese
rve
may
, fo
r pu
rpos
es o
f th
is r
egul
atio
n, b
e ap
plie
d on
ly in
the
payi
ng u
p of
uni
ssue
d sh
ares
to b
e is
sued
to
mem
bers
of t
he C
ompa
ny a
s ful
ly p
aid
bonu
s sha
res.
100.
Proc
edur
e on
cap
italis
atio
n
Whe
neve
r su
ch a
res
olut
ion
as a
fore
said
sha
ll ha
ve b
een
pass
ed t
he D
irect
ors
shal
l m
ake
all
appr
opria
tions
and
ap
plic
atio
ns
of
the
undi
vide
d pr
ofits
re
solv
ed
to
be
capi
taliz
ed t
here
by,
and
all
allo
tmen
ts a
nd i
ssue
s of
dul
y
121.
Proc
edur
e on
cap
italis
atio
n
Whe
neve
r suc
h a
reso
lutio
n as
afo
resa
id s
hall
have
bee
n pa
ssed
, th
e D
irect
ors
shal
l mak
e al
l app
ropr
iatio
ns a
nd a
pplic
atio
ns o
f th
e un
divi
ded
prof
its re
solv
ed to
be
capi
taliz
ed th
ereb
y, a
nd a
ll al
lotm
ents
and
issu
es o
f du
ly p
aid
shar
es o
r de
bent
ures
, if
any,
114 115
111
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
paid
sha
res
or d
eben
ture
s, if
any,
and
gen
eral
ly s
hall
do a
ll ac
ts a
nd t
hing
s re
quire
d to
giv
e ef
fect
the
reto
, w
ith f
ull
pow
er to
the
Dire
ctor
s to
mak
e su
ch p
rovi
sion
by
the
issu
e of
frac
tiona
l cer
tific
ates
or b
y pa
ymen
t in
cash
or o
ther
wis
e as
the
y th
ink
fit f
or t
he c
ase
of s
hare
s or
deb
entu
res
beco
min
g di
strib
utab
le i
n fr
actio
ns,
and
also
to
auth
oriz
e an
y pe
rson
to
ente
r on
beh
alf
of a
ll th
e m
embe
rs e
ntitl
ed
ther
eto
into
an
agre
emen
t with
the
Com
pany
pro
vidi
ng f
or
the
allo
tmen
t to
them
resp
ectiv
ely,
cre
dite
d as
fully
pai
d up
, of
any
fur
ther
sha
res
or d
eben
ture
s to
whi
ch t
hey
may
be
entit
led
upon
suc
h ca
pita
lizat
ion,
or
(as
the
case
may
re
quire
) fo
r th
e pa
ymen
t up
by
the
Com
pany
on
thei
r be
half,
by
th
e ap
plic
atio
n th
eret
o of
th
eir
resp
ectiv
e pr
opor
tions
of
the
prof
its r
esol
ved
to b
e ca
pita
lized
, of
the
amou
nts
or a
ny p
art
of t
he a
mou
nts
rem
aini
ng u
npai
d on
th
eir
exis
ting
shar
es, a
nd a
ny a
gree
men
t m
ade
unde
r su
ch
auth
ority
sh
all
be
effe
ctiv
e an
d bi
ndin
g on
al
l su
ch
mem
bers
.
and
gene
rally
sha
ll do
all
acts
and
thin
gs re
quire
d to
giv
e ef
fect
th
eret
o, w
ith fu
ll po
wer
to th
e D
irect
ors
to m
ake
such
pro
visi
on
by th
e is
sue
of f
ract
iona
l cer
tific
ates
or
by p
aym
ent i
n ca
sh o
r ot
herw
ise
as th
ey th
ink
fit f
or th
e ca
se o
f sh
ares
or
debe
ntur
es
beco
min
g di
strib
utab
le i
n fr
actio
ns,
and
also
to
auth
oriz
e an
y pe
rson
to e
nter
on
beha
lf of
all
the
mem
bers
ent
itled
ther
eto
into
an
agr
eem
ent w
ith th
e C
ompa
ny p
rovi
ding
for
the
allo
tmen
t to
them
res
pect
ivel
y, c
redi
ted
as f
ully
pai
d up
, of
any
fur
ther
sh
ares
or
debe
ntur
es t
o w
hich
they
may
be
entit
led
upon
suc
h ca
pita
lizat
ion,
or
(as
the
case
may
req
uire
) fo
r th
e pa
ymen
t up
by t
he C
ompa
ny o
n th
eir
beha
lf, b
y th
e ap
plic
atio
n th
eret
o of
th
eir
resp
ectiv
e pr
opor
tions
of
th
e pr
ofits
re
solv
ed
to
be
capi
taliz
ed, o
f the
am
ount
s or a
ny p
art o
f the
am
ount
s rem
aini
ng
unpa
id o
n th
eir
exis
ting
shar
es, a
nd a
ny a
gree
men
t mad
e un
der
such
aut
horit
y sh
all
be e
ffec
tive
and
bind
ing
on a
ll su
ch
mem
bers
. th
e D
irec
tors
sha
ll do
all
acts
req
uire
d to
giv
e ef
fect
to
the
reso
lutio
n an
d sh
all h
ave
the
pow
er to
–
(a)
mak
e pa
ymen
t in
cas
h in
lie
u of
iss
uing
fra
ctio
ns o
f sh
ares
or
debe
ntur
es to
any
Mem
ber;
and
(b
) au
thor
ise
any
pers
on t
o en
ter
on b
ehal
f of
all
the
Mem
bers
ent
itled
to a
ny s
hare
s or
deb
entu
res
into
an
agre
emen
t with
the
Com
pany
for
– (i)
th
e al
lotm
ent
and
issu
e to
tho
se M
embe
rs o
f an
y sh
ares
or
debe
ntur
es c
redi
ted
as f
ully
pai
d up
, upo
n su
ch c
apita
lisat
ion;
or
(ii
) th
e pa
ymen
t by
the
Com
pany
on
beha
lf of
tho
se
116
112
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
Mem
bers
, of t
heir
res
pect
ive
prop
ortio
ns o
f the
pro
fits
to b
e ca
pita
lised
of
the
amou
nt o
r an
y pa
rt o
f th
e am
ount
rem
aini
ng u
npai
d on
thei
r ex
istin
g sh
ares
,
in a
ccor
danc
e w
ith t
he r
esol
utio
n. A
ny a
gree
men
t m
ade
purs
uant
to
this
Rul
e sh
all
be e
ffec
tive
and
bind
ing
on a
ll M
embe
rs.
N
OT
ICE
101.
(a)
How
not
ices
to b
e se
rved
on
mem
bers
A
not
ice
may
be
give
n by
the
Com
pany
to
any
mem
ber
eith
er b
y se
rvin
g it
on h
im p
erso
nally
or
by s
endi
ng i
t by
po
st t
o hi
m a
t hi
s ad
dres
s in
Mal
aysi
a as
sho
wn
in t
he
Reg
iste
r of M
embe
rs o
r as s
uppl
ied
by h
im to
the
Com
pany
fo
r the
giv
ing
of n
otic
es to
him
. (b
) M
embe
r to
notif
y an
d re
gist
er h
is a
ddre
ss
If a
mem
ber
has
no re
gist
ered
add
ress
in M
alay
sia
and
has
not s
uppl
ied
to th
e C
ompa
ny a
n ad
dres
s w
ithin
Mal
aysi
a or
Si
ngap
ore
for
the
givi
ng
of
notic
es
to
him
a
notic
e ad
verti
sed
in a
new
spap
er c
ircul
atin
g in
the
neig
hbou
rhoo
d of
the
Reg
iste
red
Off
ice
of th
e C
ompa
ny sh
all b
e de
emed
to
be d
uly
give
n to
him
on
the
day
on w
hich
the
adve
rtise
men
t ap
pear
s.
122.
(a)
How
not
ices
to b
e se
rved
on
Mem
bers
A
not
ice
may
be
give
n by
the
Com
pany
to a
ny M
embe
r ei
ther
by
:- (i)
ser
ving
it o
n hi
m p
erso
nally
; (ii
) se
ndin
g it
by p
ost
to h
im a
t hi
s ad
dres
s in
Mal
aysi
a as
sh
own
in th
e R
egis
ter o
r as s
uppl
ied
by h
im to
the
Com
pany
for
the
givi
ng o
f not
ices
to h
im; o
r (ii
i) se
ndin
g it
to h
im in
ele
ctro
nic
form
. (b
) M
embe
r to
notif
y an
d re
gist
er h
is a
ddre
ss
If a
Mem
ber
has
no r
egis
tere
d ad
dres
s in
Mal
aysi
a an
d ha
s no
t su
pplie
d to
th
e C
ompa
ny
an
addr
ess
with
in
Mal
aysi
a or
Si
ngap
ore
for t
he g
ivin
g of
not
ices
to h
im a
not
ice
adve
rtise
d in
a
new
spap
er c
ircul
atin
g in
the
neig
hbou
rhoo
d of
the
Reg
iste
red
Off
ice
of th
e C
ompa
ny s
hall
be d
eem
ed to
be
duly
giv
en to
him
on
the
day
on w
hich
the
adve
rtise
men
t app
ears
.
116 117
113
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(c)
Whe
n no
tice
by p
ost d
eem
ed to
be
serv
ed
Whe
re a
not
ice
is s
ent b
y po
st, s
ervi
ce o
f the
not
ice
shal
l be
deem
ed t
o be
eff
ecte
d by
pro
perly
add
ress
ing,
pre
parin
g,
and
post
ing
a le
tter c
onta
inin
g th
e no
tice,
and
to h
ave
been
se
rved
, in
the
case
of a
not
ice
of a
mee
ting,
on
the
day
afte
r th
e da
te o
f its
pos
ting
and,
in a
ny o
ther
cas
e, a
t the
tim
e at
w
hich
the
lette
r w
ould
be
deliv
ered
in th
e or
dina
ry c
ours
e of
pos
t. (d
) C
ertif
icat
e of
pos
ting
A c
ertif
icat
e in
writ
ing
sign
ed b
y a
Dire
ctor
or
any
othe
r of
ficer
of
the
Com
pany
tha
t th
e en
velo
pe o
r w
rapp
er
cont
aini
ng th
e no
tice
was
so
addr
esse
d, p
repa
id a
nd p
oste
d sh
all
be c
oncl
usiv
e ev
iden
ce th
ereo
f. A
ny n
otic
e gi
ven
by
adve
rtise
men
t sh
all
be d
eem
ed t
o ha
ve b
een
give
n on
the
da
y on
whi
ch th
e ad
verti
sem
ent s
hall
first
app
ear.
(e)
Aut
horit
y Th
e si
gnat
ure
to a
ny n
otic
e to
be
give
n by
the
Com
pany
m
ay b
e w
ritte
n or
prin
ted.
(f
) Pe
riod
of n
otic
e W
here
a g
iven
num
ber
of d
ays’
not
ice
or n
otic
e ex
tend
ing
(c)
Whe
n no
tice
by p
ost d
eem
ed to
be
serv
ed
(i) W
here
a n
otic
e is
sen
t by
post
, ser
vice
of t
he n
otic
e sh
all b
e de
emed
to
be e
ffec
ted
by p
rope
rly a
ddre
ssin
g, p
repa
ring,
and
po
stin
g a
lette
r co
ntai
ning
the
notic
e, a
nd to
hav
e be
en s
erve
d,
in th
e ca
se o
f a n
otic
e of
a m
eetin
g, o
n th
e da
y af
ter t
he d
ate
of
its p
ostin
g an
d, in
any
oth
er c
ase,
at t
he ti
me
at w
hich
the
lette
r w
ould
be
deliv
ered
in th
e or
dina
ry c
ours
e of
pos
t. (ii
) Whe
re a
not
ice
is se
nt in
ele
ctro
nic
form
to th
e el
ectr
onic
ad
dres
s of
a M
embe
r, s
ervi
ce o
f th
e no
tice
shal
l be
deem
ed
to b
e ef
fect
ed a
t th
e tim
e of
tra
nsm
issio
n pr
ovid
ed a
lway
s th
at t
he C
ompa
ny o
btai
ns t
he r
eply
mes
sage
or
othe
r ap
plic
able
pr
oof
indi
catin
g th
at
the
elec
tron
ic
com
mun
icat
ion
has b
een
deliv
ered
. (d
) C
ertif
icat
e of
pos
ting
A c
ertif
icat
e in
writ
ing
sign
ed b
y a
Dire
ctor
or a
ny o
ther
off
icer
of
the
Com
pany
tha
t th
e en
velo
pe o
r w
rapp
er c
onta
inin
g th
e no
tice
was
so
addr
esse
d, p
repa
id a
nd p
oste
d sh
all b
e co
nclu
sive
ev
iden
ce t
here
of.
Any
not
ice
give
n by
adv
ertis
emen
t sh
all
be
deem
ed
to
have
be
en
give
n on
th
e da
y on
w
hich
th
e ad
verti
sem
ent s
hall
first
app
ear.
(e)
Aut
horit
y Th
e si
gnat
ure
to a
ny n
otic
e to
be
give
n by
the
Com
pany
may
be
writ
ten
or p
rinte
d.
(f)
Perio
d of
not
ice
Whe
re a
giv
en n
umbe
r of d
ays’
not
ice
or n
otic
e ex
tend
ing
over
118
114
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
over
any
oth
er p
erio
d is
req
uire
d to
be
give
n, t
he d
ay o
f se
rvic
e an
d th
e da
y on
whi
ch th
e no
tice
is to
be
oper
ativ
e sh
all
be e
xclu
ded
in c
ompu
ting
such
num
ber
of d
ays
or
othe
r per
iod.
(g
) Ev
ery
pers
on w
ho b
ecom
es e
ntitl
ed to
a s
hare
sha
ll be
bou
nd b
y an
y no
tice
in re
spec
t of t
hat s
hare
whi
ch b
efor
e hi
s na
me
is e
nter
ed i
n th
e R
egis
ter
of M
embe
rs h
as b
een
duly
giv
en to
a p
erso
n fr
om w
hom
he
deriv
es h
is ti
tle.
any
othe
r pe
riod
is re
quire
d to
be
give
n, th
e da
y of
ser
vice
and
th
e da
y on
whi
ch th
e no
tice
is to
be
oper
ativ
e sh
all b
e ex
clud
ed
in c
ompu
ting
such
num
ber o
f day
s or o
ther
per
iod.
(g
) Ev
ery
pers
on w
ho b
ecom
es e
ntitl
ed to
a s
hare
sha
ll be
bo
und
by a
ny n
otic
e in
res
pect
of
that
sha
re w
hich
bef
ore
his
nam
e is
ent
ered
in th
e R
egis
ter o
f Mem
bers
has
bee
n du
ly g
iven
to
a p
erso
n fr
om w
hom
he
deriv
es h
is ti
tle.
10
2.
Se
rvic
e on
join
t hol
ders
of s
hare
s A
not
ice
may
be
give
n by
the
Com
pany
to th
e jo
int h
olde
rs
of a
sha
re b
y gi
ving
the
not
ice
to t
he j
oint
hol
der
first
na
med
in th
e re
gist
er o
f mem
bers
in re
spec
t of t
he sh
ares
.
- To
be
dele
ted.
103.
Not
ices
in c
ase
of d
eath
or b
ankr
uptc
y A
not
ice
may
be
give
n by
the
Com
pany
to
the
pers
ons
entit
led
to
a sh
are
in
cons
eque
nce
of
the
deat
h or
ba
nkru
ptcy
of a
mem
ber b
y se
ndin
g it
thro
ugh
the
post
in a
pr
epai
d le
tter a
ddre
ssed
to th
em b
y na
me,
or b
y th
e tit
le o
f re
pres
enta
tives
of t
he d
ecea
sed
or a
ssig
nee
of th
e ba
nkru
pt,
or b
y an
y lik
e de
scrip
tion,
at
the
addr
ess,
if an
y, w
ithin
M
alay
sia
supp
lied
for
the
purp
ose
by th
e pe
rson
s cl
aim
ing
to b
e so
ent
itled
, or
(un
til s
uch
an a
ddre
ss h
as b
een
so
supp
lied)
by
givi
ng n
otic
e in
any
man
ner i
n w
hich
the
sam
e m
ight
hav
e be
en g
iven
if th
e de
ath
or b
ankr
uptc
y ha
d no
t oc
curr
ed.
123.
Not
ices
in c
ase
of d
eath
or b
ankr
uptc
y A
not
ice
may
be
give
n by
the
Com
pany
to th
e pe
rson
s en
title
d to
a s
hare
in
cons
eque
nce
of t
he d
eath
or
bank
rupt
cy o
f a
Mem
ber
by s
endi
ng i
t th
roug
h th
e po
st i
n a
prep
aid
lette
r ad
dres
sed
to th
em b
y na
me,
or b
y th
e tit
le o
f rep
rese
ntat
ives
of
the
dece
ased
or
assi
gnee
of
the
bank
rupt
, or
by
any
like
desc
riptio
n, a
t the
add
ress
, if
any,
with
in M
alay
sia
supp
lied
for
the
purp
ose
by th
e pe
rson
s cl
aim
ing
to b
e so
ent
itled
, or
(unt
il su
ch a
n ad
dres
s ha
s be
en s
o su
pplie
d) b
y gi
ving
not
ice
in a
ny
man
ner i
n w
hich
the
sam
e m
ight
hav
e be
en g
iven
if th
e de
ath
or
bank
rupt
cy h
ad n
ot o
ccur
red.
118 119
115
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
104.
(a)
Not
ice
of g
ener
al m
eetin
g N
otic
e of
eve
ry g
ener
al m
eetin
g sh
all
be g
iven
in
any
man
ner h
erei
n be
fore
aut
horiz
ed to
:- (i)
ev
ery
of th
e C
ompa
ny e
xcep
t tho
se m
embe
rs w
ho
(hav
ing
no r
egis
tere
d ad
dres
s w
ithin
Mal
aysi
a) h
ave
not
supp
lied
to th
e C
ompa
ny a
n ad
dres
s with
in M
alay
sia
for t
he
givi
ng o
f not
ice
to th
em;
(ii)
ever
y pe
rson
ent
itle
to a
sha
re i
n co
nseq
uenc
e of
th
e de
ath,
ban
krup
tcy
or in
solv
ency
of
a m
embe
r w
ho, b
ut
for h
is d
eath
, ban
krup
tcy
or in
solv
ency
, wou
ld b
e en
title
d to
re
ceiv
e no
tice
of th
e m
eetin
g;
(iii)
the
audi
tor f
or th
e tim
e be
ing
of th
e C
ompa
ny, a
nd
(iv)
ever
y st
ock
exch
ange
on
whi
ch t
he C
ompa
ny’s
sh
ares
are
list
ed.
(b)
No
othe
r pe
rson
sha
ll be
ent
itled
to r
ecei
ve n
otic
es
of g
ener
al m
eetin
gs.
124.
(a)
Not
ice
of g
ener
al m
eetin
g N
otic
e of
eve
ry g
ener
al m
eetin
g sh
all b
e gi
ven
in a
ny m
anne
r he
rein
bef
ore
auth
oriz
ed to
:- (i)
ev
ery
Mem
ber
of th
e C
ompa
ny e
xcep
t tho
se M
embe
rs
who
(ha
ving
no
regi
ster
ed a
ddre
ss w
ithin
Mal
aysi
a) h
ave
not
supp
lied
to t
he C
ompa
ny a
n ad
dres
s w
ithin
Mal
aysi
a fo
r th
e gi
ving
of n
otic
e to
them
; (ii
) ev
ery
pers
on e
ntitl
ed to
a s
hare
in
cons
eque
nce
of th
e de
ath,
ban
krup
tcy
or in
solv
ency
of
a M
embe
r w
ho, b
ut f
or h
is de
ath,
ban
krup
tcy
or i
nsol
venc
y, w
ould
be
entit
led
to r
ecei
ve
notic
e of
the
mee
ting;
(ii
i) th
e au
dito
r for
the
time
bein
g of
the
Com
pany
; and
(iv
) ev
ery
stoc
k ex
chan
ge o
n w
hich
the
Com
pany
’s s
hare
s ar
e lis
ted;
and
(v
)
eve
ry D
irec
tor
for
the
time
bein
g of
the
Com
pany
. (b
) N
o ot
her
pers
on s
hall
be e
ntitl
ed t
o re
ceiv
e no
tices
of
gene
ral m
eetin
gs.
WIN
DIN
G-U
P 10
5A
On
a w
indi
ng u
p of
the
Com
pany
the
bala
nce
of th
e as
sets
av
aila
ble
for d
istri
butio
n am
ong
the
Mem
bers
sha
ll (s
ubje
ct
to a
ny s
peci
al r
ight
s at
tach
ing
to a
ny c
lass
of
Shar
es)
be
appl
ied
in re
payi
ng to
the
Mem
bers
the
amou
nts
paid
up
on
the
Shar
es h
eld
by th
em a
nd a
ny s
urpl
us a
sset
s w
ill b
elon
g to
the
hol
ders
of
any
issu
ed o
rdin
ary
Shar
es a
ccor
ding
to
the
resp
ectiv
e nu
mbe
rs o
f Sh
ares
hel
d by
them
or,
if th
ere
125.
No
amen
dmen
ts re
quire
d.
120
116
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
are
no is
sued
ord
inar
y Sh
ares
, to
the
hold
ers
of a
ny is
sued
un
clas
sifie
d Sh
ares
acc
ordi
ng to
the
resp
ectiv
e nu
mbe
rs o
f Sh
ares
hel
d by
them
.
105B
D
istri
butio
n in
Spe
cie
If th
e co
mpa
ny i
s w
ound
up
the
liqui
dato
r m
ay,
with
the
sa
nctio
n of
a s
peci
al r
esol
utio
n of
the
Com
pany
div
ide
amon
gst t
he m
embe
rs in
kin
d th
e w
hole
or
any
part
of th
e as
sets
of t
he C
ompa
ny (w
heth
er th
ey c
onsi
sts o
f pro
perty
of
the
sam
e ki
nd o
r no
t) an
d m
ay f
or t
he p
urpo
se s
et s
uch
valu
e as
he
deem
s fa
ir up
on a
ny p
rope
rty to
be
divi
ded
as
afor
esai
d an
y m
ay d
eter
min
e ho
w t
he d
ivis
ion
shal
l be
ca
rrie
d ou
t as
bet
wee
n th
e m
embe
rs.
The
liqui
dato
r m
ay,
with
the
lik
e sa
nctio
n, v
est
the
who
le o
r an
y pa
rt of
any
su
ch a
sset
s in
trust
ees u
pon
such
trus
ts fo
r the
ben
efit
of th
e co
ntrib
utor
s as
the
liqui
dato
r, w
ith th
e lik
e sa
nctio
n, th
inks
fit
, but
so
that
no
num
ber s
hall
be c
ompe
lled
to a
ccep
t any
sh
ares
or o
ther
secu
ritie
s whe
reon
ther
e is
any
liab
ility
.
126.
No
amen
dmen
ts re
quire
d.
105.
Liqu
idat
ors’
com
mis
sion
O
n th
e vo
lunt
ary
liqui
datio
n of
th
e C
ompa
ny
no
com
mis
sion
or
fee
shal
l be
pai
d to
a l
iqui
dato
r un
less
it
shal
l ha
ve b
een
appr
oved
or
ratif
ied
by t
he s
hare
hold
ers.
The
amou
nt o
f su
ch p
aym
ent
shal
l be
not
ified
to
all
shar
ehol
ders
at l
east
7 d
ays
prio
r to
the
mee
ting
at w
hich
it
is to
be
cons
ider
ed.
- To
be
dele
ted.
120 121
117
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
IND
EM
NIT
Y
106.
(a)
Inde
mni
ty o
f Dire
ctor
s and
oth
er o
ffic
ers
Subj
ect
to t
he p
rovi
sion
s of
the
Act
, ev
ery
Dire
ctor
and
ot
her
offic
er
or
serv
ant
of
the
Com
pany
sh
all
be
inde
mni
fied
by th
e C
ompa
ny a
gain
st lo
ss a
nd it
sha
ll be
the
duty
of
the
Dire
ctor
s ou
t of
the
fun
ds o
f th
e C
ompa
ny t
o pa
y al
l cos
ts.
Loss
es a
nd e
xpen
ses
whi
ch th
e D
irect
ors
or
any
such
oth
er o
ffic
er o
r se
rvan
t m
ay i
ncur
or
beco
me
liabl
e to
by
reas
on o
f an
y co
ntra
ct e
nter
ed i
nto
or a
ct o
r th
ing
done
by
them
or
him
as
such
or
in a
ny w
ay i
n th
e di
scha
rge
of
thei
r or
hi
s du
ties
incl
udin
g tra
velli
ng
expe
nses
. (b
) N
o D
irect
or o
r ot
her
offic
er o
f th
e C
ompa
ny s
hall
be l
iabl
e fo
r th
e ac
ts, r
ecei
pts,
negl
ects
or
defa
ults
of
any
Dire
ctor
or o
ffic
er o
r for
join
ing
in a
ny re
ceip
t or o
ther
act
fo
r co
nfor
mity
or
for
any
loss
or
expe
nse
happ
enin
g to
the
Com
pany
thro
ugh
the
insu
ffic
ienc
y or
def
icie
ncy
of ti
tle to
an
y pr
oper
ty a
cqui
red
by o
rder
of
the
Dire
ctor
s fo
r or
on
beha
lf or
the
Com
pany
or f
or th
e in
suff
icie
ncy
or d
efic
ienc
y of
any
sec
urity
or
inve
stm
ent i
n or
upo
n w
hich
any
of
the
mon
eys
of th
e C
ompa
ny s
hall
be in
vest
ed o
r for
any
loss
or
dam
age
aris
ing
from
the
inso
lven
cy o
r to
rtiou
s ac
t of
any
pe
rson
with
who
m a
ny m
oney
s, se
curit
ies
or o
ccas
ione
d by
an
y er
ror
of ju
dgem
ent o
r ov
ersi
ght o
n hi
s pa
rt or
for
any
ot
her
loss
, da
mag
e or
mis
fortu
ne w
hate
ver
whi
ch s
hall
happ
en i
n th
e ex
ecut
ion
of t
he d
utie
s of
his
off
ice
or i
n re
latio
n th
eret
o un
less
the
sam
e ha
ppen
thr
ough
his
ow
n ne
glig
ence
or d
isho
nest
y.
127.
(a)
Inde
mni
ty o
f Dire
ctor
s and
oth
er o
ffic
ers
Subj
ect
to t
he p
rovi
sion
s of
the
Act
, eve
ry D
irect
or a
nd o
ther
of
ficer
or
serv
ant o
f th
e Co
mpa
ny s
hall
be in
dem
nifie
d by
the
Com
pany
aga
inst
loss
and
it s
hall
be th
e du
ty o
f th
e D
irect
ors
out o
f th
e fu
nds
of th
e C
ompa
ny to
pay
all
cost
s. L
osse
s an
d ex
pens
es w
hich
the
Dire
ctor
s or
any
suc
h ot
her
offic
er o
r se
rvan
t may
incu
r or b
ecom
e lia
ble
to b
y re
ason
of a
ny c
ontra
ct
ente
red
into
or
act o
r th
ing
done
by
them
or
him
as
such
or
in
any
way
in
the
disc
harg
e of
the
ir or
his
dut
ies
incl
udin
g tra
velli
ng e
xpen
ses.
(b)
No
Dire
ctor
or
othe
r of
ficer
of
the
Com
pany
sha
ll be
lia
ble
for
the
acts
, rec
eipt
s, ne
glec
ts o
r de
faul
ts o
f any
Dire
ctor
or
of
ficer
or
fo
r jo
inin
g in
an
y re
ceip
t or
ot
her
act
for
conf
orm
ity
or
for
any
loss
or
ex
pens
e ha
ppen
ing
to
the
Com
pany
thro
ugh
the
insu
ffic
ienc
y or
def
icie
ncy
of ti
tle to
any
pr
oper
ty a
cqui
red
by o
rder
of
the
Dire
ctor
s fo
r or
on
beha
lf or
th
e C
ompa
ny o
r fo
r th
e in
suff
icie
ncy
or d
efic
ienc
y of
any
se
curit
y or
inve
stm
ent i
n or
upo
n w
hich
any
of
the
mon
eys
of
the
Com
pany
sha
ll be
inve
sted
or f
or a
ny lo
ss o
r dam
age
aris
ing
from
the
ins
olve
ncy
or t
ortio
us a
ct o
f an
y pe
rson
with
who
m
any
mon
eys,
secu
ritie
s or
occ
asio
ned
by a
ny e
rror
of j
udge
men
t or
ove
rsig
ht o
n hi
s pa
rt or
for
any
oth
er l
oss,
dam
age
or
mis
fortu
ne w
hate
ver w
hich
sha
ll ha
ppen
in th
e ex
ecut
ion
of th
e du
ties
of h
is o
ffic
e or
in re
latio
n th
eret
o un
less
the
sam
e ha
ppen
th
roug
h hi
s ow
n ne
glig
ence
or d
isho
nest
y.
Inde
mni
ty
(1)
Subj
ect
to t
he p
rovi
sions
of
the
Act
, the
Com
pany
may
122
118
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
inde
mni
fy a
n of
ficer
of
the
Com
pany
for
any
cos
ts
incu
rred
by
him
or
the
Com
pany
in
resp
ect
of a
ny
proc
eedi
ngs–
(a)
that
rel
ate
to t
he li
abili
ty f
or a
ny a
ct o
r om
issio
n in
hi
s cap
acity
as a
n of
ficer
; and
(b)
in w
hich
judg
men
t is g
iven
in fa
vour
of t
he o
ffic
er o
r in
whi
ch t
he o
ffic
er is
acq
uitte
d or
is g
rant
ed r
elie
f un
der
the
Act
, or
w
here
pr
ocee
ding
s ar
e di
scon
tinue
d or
not
pur
sued
. (2
) Su
bjec
t to
the
pro
visio
ns o
f th
e A
ct, t
he C
ompa
ny m
ay
inde
mni
fy a
n of
ficer
of t
he C
ompa
ny in
res
pect
of –
(a)
any
liabi
lity
to a
ny p
erso
n, o
ther
than
the
Com
pany
, fo
r an
y ac
t or
omiss
ion
in h
is c
apac
ity a
s an
offic
er;
(b
) an
y co
sts
incu
rred
by
that
off
icer
in
defe
ndin
g or
se
ttlin
g an
y cl
aim
or
proc
eedi
ngs
rela
ting
to s
uch
liabi
lity
exce
pt –
(i)
any
liab
ility
of t
he D
irec
tor
to p
ay -
(a
a) A
fine
impo
sed
in c
rim
inal
pro
ceed
ings
; or
(b
b) a
sum
pay
able
to a
reg
ulat
ory
auth
ority
by
way
of
a p
enal
ty i
n re
spec
t of
non
-com
plia
nce
with
an
y re
quir
emen
t of
a
regu
lato
ry
natu
re,
how
soev
er a
risi
ng; o
r
(ii) a
ny li
abili
ty in
curr
ed b
y th
e D
irec
tor
-
122 123
119
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(aa)
in d
efen
ding
any
cri
min
al p
roce
edin
gs in
whi
ch
he is
con
vict
ed; o
r (b
b) i
n de
fend
ing
any
civi
l pr
ocee
ding
s br
ough
t by
th
e C
ompa
ny,
or a
n as
soci
ated
com
pany
, in
w
hich
judg
men
t is g
iven
aga
inst
him
; or
(cc)
an
y co
sts
incu
rred
in
co
nnec
tion
with
an
ap
plic
atio
n fo
r re
lief u
nder
the
Act
.
(3)
The
Com
pany
may
, w
ith t
he p
rior
app
rova
l of
the
B
oard
, eff
ect i
nsur
ance
for
an o
ffic
er o
f the
Com
pany
in
resp
ect o
f –
(a
) ci
vil l
iabi
lity,
for
any
act o
r om
issi
on in
his
capa
city
as
an
offic
er; a
nd
(b
) co
sts
incu
rred
by
that
off
icer
in d
efen
ding
or
sett
ling
any
clai
m
or
proc
eedi
ng
rela
ting
to
any
such
lia
bilit
y; o
r
(c)
cost
s inc
urre
d by
that
off
icer
in d
efen
ding
or
sett
ling
any
proc
eedi
ngs
that
hav
e be
en b
roug
ht a
gain
st th
at
pers
on i
n re
latio
n to
any
act
or
omiss
ion
in t
hat
pers
on’s
cap
acity
as a
n of
ficer
–
(i)
in w
hich
that
per
son
is ac
quitt
ed;
(ii
) in
whi
ch t
hat
pers
on is
gra
nted
rel
ief
unde
r th
e A
ct; o
r
(iii)
whe
re p
roce
edin
gs a
re d
isco
ntin
ued
or n
ot
purs
ued.
124
120
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(4)
The
pro
visio
ns o
f su
b-ru
les
(1),
(2)(
a) a
nd 2
(b)
abov
e sh
all n
ot a
pply
to a
ny c
ivil
or c
rim
inal
liab
ility
in r
espe
ct
of a
bre
ach
by a
Dir
ecto
r of
his
dutie
s un
der
sect
ion
213
of th
e A
ct.
(5)
The
Dir
ecto
rs sh
all –
(a)
reco
rd o
r ca
use
to b
e re
cord
ed in
the
min
utes
of t
he
Boa
rd; a
nd
(b
) di
sclo
se o
r ca
use
to b
e di
sclo
sed
in t
he D
irec
tors
’ re
port
ref
erre
d to
in se
ctio
n 25
3 of
the
Act
,
(6)
the
part
icul
ars
of a
ny i
ndem
nity
giv
en,
or i
nsur
ance
ef
fect
ed fo
r an
y of
ficer
of t
he C
ompa
ny.
For
the
purp
ose
of th
is R
ule–
(a)
“off
icer
” in
clud
es –
(i)
any
Dir
ecto
r,
Man
ager
, Se
cret
ary
or
empl
oyee
of t
he C
ompa
ny;
(ii
) a
form
er o
ffic
er;
(ii
i) a
Rec
eive
r or
Rec
eive
r an
d M
anag
er o
f any
pa
rt o
f th
e un
dert
akin
g of
the
Com
pany
ap
poin
ted
unde
r a
pow
er c
onta
ined
in a
ny
inst
rum
ent;
and
(iv)
any
Liq
uida
tor
of t
he C
ompa
ny a
ppoi
nted
in
a v
olun
tary
win
ding
up,
but
doe
s no
t
124 125
121
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
incl
ude
–
(aa)
an
y R
ecei
ver
who
is
no
t al
so
a M
anag
er;
(b
b) a
ny R
ecei
ver
and
Man
ager
app
oint
ed
by C
ourt
; or
(c
c) a
ny L
iqui
dato
r ap
poin
ted
by th
e C
ourt
or
by
the
Cre
dito
rs o
f the
Com
pany
;
(b)
“eff
ect
insu
ranc
e”
incl
udes
pa
ymen
t, w
heth
er
dire
ctly
or
indi
rect
ly, t
he c
osts
of t
he in
sura
nce;
and
(c)
“ind
emni
fy”
incl
udes
rel
ief
or e
xcus
e fr
om li
abili
ty,
whe
ther
bef
ore
or a
fter
the
lia
bilit
y ar
ises,
and
“ind
emni
ty”
has a
cor
resp
ondi
ng m
eani
ng.
SE
CR
EC
Y
107.
Secr
ecy
Save
as
may
be
expr
essl
y pr
ovid
ed b
y th
e A
ct, n
o m
embe
r sh
all
be e
ntitl
ed t
o en
ter
into
or
upon
or
insp
ect
any
prem
ises
or
pr
oper
ty
of
the
Com
pany
no
r to
re
quire
di
scov
ery
of a
ny i
nfor
mat
ion
resp
ectin
g an
y de
tail
of t
he
Com
pany
’s tr
adin
g or
any
mat
ter w
hich
is o
r may
be
in th
e na
ture
of
a tra
de s
ecre
t, m
yste
ry o
f tra
de o
r se
cret
pro
cess
w
hich
may
rel
ate
to t
he c
ondu
ct o
f th
e bu
sine
ss o
f th
e C
ompa
ny a
nd w
hich
, in
the
opi
nion
of
the
Dire
ctor
s, it
wou
ld b
e in
expe
dien
t in
the
inte
rest
s of
the
mem
bers
of t
he
Com
pany
to c
omm
unic
ate
to th
e pu
blic
.
128.
No
amen
dmen
ts re
quire
d.
126
122
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
ALT
ERA
TIO
N O
F C
ON
STIT
UT
ION
108.
Alte
ratio
n of
Arti
cles
N
o de
letio
n, a
men
dmen
t or a
dditi
on to
any
of t
hese
Arti
cles
sh
all b
e m
ade
unle
ss p
rior w
ritte
n ap
prov
al h
as b
een
soug
ht
and
obta
ined
fr
om
the
Exch
ange
or
an
y ot
her
stoc
k ex
chan
ge o
n w
hich
the
Com
pany
’s s
hare
s ar
e lis
ted
from
su
ch d
elet
ion,
am
endm
ent o
r add
ition
.
129.
Alte
ratio
n of
Arti
cles
Con
stitu
tion
No
dele
tion,
am
endm
ent o
r add
ition
to a
ny o
f the
se A
rticl
es th
is
Con
stitu
tion
shal
l be
mad
e un
less
prio
r w
ritte
n ap
prov
al h
as
been
sou
ght a
nd o
btai
ned
from
the
Exch
ange
or a
ny o
ther
sto
ck
exch
ange
on
whi
ch th
e C
ompa
ny’s
sha
res
are
liste
d fr
om s
uch
dele
tion,
am
endm
ent o
r add
ition
.
109A
Ef
fect
of t
he E
xcha
nge
List
ing
Req
uire
men
ts
(i).
Not
with
stan
ding
an
ythi
ng
cont
aine
d in
th
ese
Arti
cles
, if
the
List
ing
Req
uire
men
ts p
rohi
bit a
n ac
t bei
ng
done
, the
act
shal
l not
be
done
. (ii
). N
othi
ng c
onta
ined
in th
ese
Arti
cles
shal
l pre
vent
an
act b
eing
don
e if
the
List
ing
Req
uire
men
ts re
quire
suc
h ac
t to
be
done
. (ii
i).
If th
e Li
stin
g R
equi
rem
ents
req
uire
an
act
to b
e do
ne o
r not
to b
e do
ne, a
utho
rity
is g
iven
for t
hat a
ct to
be
done
or n
ot to
be
done
(as t
he c
ase
may
be)
. (iv
). If
the
List
ing
Req
uire
men
ts re
quire
thes
e A
rticl
es to
co
ntai
n a
prov
isio
n an
d th
ey
do
not
cont
ain
such
a
prov
isio
n, t
hese
Arti
cles
sha
ll be
dee
med
to
cont
ain
such
pr
ovis
ion.
(v
). If
the
List
ing
Req
uire
men
ts r
equi
re t
hese
Arti
cles
no
t to
cont
ain
a pr
ovis
ion
and
they
con
tain
such
a p
rovi
sion
, th
ese
Arti
cles
sh
all
be
deem
ed
not
to
cont
ain
such
pr
ovis
ion.
130.
Effe
ct o
f the
Exc
hang
e Li
stin
g R
equi
rem
ents
(i)
.(a)
Not
with
stan
ding
any
thin
g co
ntai
ned
in t
hese
Arti
cles
th
is C
onst
itutio
n, i
f th
e Li
stin
g R
equi
rem
ents
pro
hibi
t an
act
be
ing
done
, the
act
shal
l not
be
done
. (ii
).(b)
Not
hing
con
tain
ed i
n th
ese
Arti
cles
thi
s C
onst
itutio
n sh
all
prev
ent
an a
ct b
eing
don
e if
the
List
ing
Req
uire
men
ts
requ
ire su
ch a
ct to
be
done
. (ii
i).(c
) If
the
List
ing
Req
uire
men
ts re
quire
an
act t
o be
don
e or
no
t to
be d
one,
aut
horit
y is
giv
en fo
r tha
t act
to b
e do
ne o
r not
to
be d
one
(as t
he c
ase
may
be)
. (iv
).(d)
If
the
List
ing
Req
uire
men
ts r
equi
re t
hese
Arti
cles
thi
s C
onst
itutio
n to
con
tain
a p
rovi
sion
and
the
y do
not
con
tain
su
ch a
pro
visi
on,
thes
e A
rticl
es t
his
Con
stitu
tion
shal
l be
de
emed
to c
onta
in su
ch p
rovi
sion
. (v
).(e)
If
the
List
ing
Req
uire
men
ts r
equi
re t
hese
Arti
cles
thi
s C
onst
itutio
n no
t to
cont
ain
a pr
ovis
ion
and
they
con
tain
suc
h a
prov
isio
n, th
ese
Arti
cles
this
Con
stitu
tion
shal
l be
deem
ed n
ot
to c
onta
in su
ch p
rovi
sion
.
126 127
123
Old
No.
O
rigi
nal R
ule
New
No.
Pr
opos
ed A
men
dmen
ts
(vi).
If
any
prov
isio
n of
the
se A
rticl
es i
s or
bec
omes
in
cons
iste
nt w
ith t
he L
istin
g R
equi
rem
ents
, th
ese
Arti
cles
sh
all b
e de
emed
not
to c
onta
in s
uch
prov
isio
n to
the
exte
nt
of th
e in
cons
iste
ncy.
(v
ii).
For t
he p
urpo
se o
f the
se A
rticl
es, u
nles
s the
con
text
ot
herw
ise
requ
ires,
“Lis
ting
Req
uire
men
ts”
mea
ns
the
List
ing
Req
uire
men
ts
of
the
Exch
ange
in
clud
ing
any
amen
dmen
t to
the
List
ing
Req
uire
men
ts th
at m
ay b
e m
ade
from
tim
e to
tim
e.”
(vi).
(f)
If an
y pr
ovis
ion
of th
ese
Arti
cles
this
Con
stitu
tion
is o
r be
com
es i
ncon
sist
ent
with
the
Lis
ting
Req
uire
men
ts,
thes
e A
rticl
es t
his
Con
stitu
tion
shal
l be
deem
ed n
ot to
con
tain
suc
h pr
ovis
ion
to th
e ex
tent
of t
he in
cons
iste
ncy.
(v
ii).(g
) For
the
pur
pose
of
thes
e A
rticl
es t
his
Con
stitu
tion,
un
less
the
con
text
oth
erw
ise
requ
ires,
“Lis
ting
Req
uire
men
ts”
mea
ns th
e Li
stin
g R
equi
rem
ents
of t
he E
xcha
nge
incl
udin
g an
y am
endm
ent t
o th
e Li
stin
g R
equi
rem
ents
that
may
be
mad
e fr
om
time
to ti
me.
”
CO
MPL
IAN
CE
[N
ew R
ule]
13
1.
N
otw
ithst
andi
ng t
hese
Rul
es,
the
Com
pany
sha
ll co
mpl
y w
ith t
he A
ct, t
he C
entr
al D
epos
itori
es A
ct, t
he R
ules
of
the
Dep
osito
ry, a
nd t
he L
istin
g R
equi
rem
ents
in
resp
ect
of a
ll m
atte
rs w
here
app
licab
le.
[New
Rul
e]
132.
If a
ny o
f the
Rul
es in
this
Con
stitu
tion
is in
cons
iste
nt w
ith o
r in
bre
ach
of a
ny o
f the
pro
visio
ns o
f the
Act
oth
er th
an a
ny
repl
acea
ble
Rul
e w
hich
has
bee
n m
odifi
ed,
repl
aced
or
excl
uded
by
the
prov
ision
s in
this
Con
stitu
tion,
then
–
(a)
that
Rul
e sh
all b
e re
ad d
own
to th
e ex
tent
nec
essa
ry
to c
ompl
y w
ith th
e pr
ovis
ions
of t
he A
ct; a
nd
(b)
that
R
ule
or
thos
e po
rtio
ns
ther
eof
whi
ch
are
inco
nsist
ent
with
or
in b
reac
h of
any
pro
visi
on o
f th
e A
ct
shal
l be
str
uck
out
and
deem
ed n
ot t
o fo
rm p
art
of t
his
Con
stitu
tion.
128
1
THE COMPANIES ACT, 2016
PUBLIC COMPANY LIMITED BY SHARES
CONSTITUTION
OF
SYARIKAT TAKAFUL MALAYSIA BERHAD
PRELIMINARY
1. The name of the Company is ‘SYARIKAT TAKAFUL MALAYSIA BERHAD’.
2. The Registered Office of the Company will be situated in Malaysia.
3. All businesses of the Company will be transacted in accordance with Islamic principles, rules and practices.
4. The objects for which the Company is established are:-
(1) To establish and transact every kind of takaful and re-takaful businesses including family takaful/re-takaful business (Islamic alternative to life insurance) and general takaful/re-takaful business (Islamic alternative to non-life insurance) and to do all such other things as are incidental or conducive to the attainment of those objects.
(2) To undertake and execute trusts of all kinds and to act as trustee, executor, administrator, receiver, guardian, committee or in other fiduciary position and generally to transact all kinds of trust and other agency business either gratuitously or otherwise.
(3) To enter into partnership or arrangement for sharing profits, union of interests, cooperation, joint venture, reciprocal concession or otherwise with any person or company carrying on or engaged in, any business and transaction which this Company is authorized to carry on or engage in, or any business or transaction capable of being conducted so as directly to benefit this Company.
(4) To acquire and undertake the whole or any part of the business, property and liabilities of any person or company carrying on any business which this Company is authorised to carry on, or possessed of property suitable for the purpose of the Company.
(5) To take or otherwise acquire, hold and dispose of shares or stock in any other company having objects altogether or in part similar to those of this Company or carrying on any business capable of being conducted so as directly or indirectly to benefit this Company.
(6) To purchase, take on lease or in exchange, hire or otherwise acquire, any immovable or movable, real and personal property and any rights or privileges which the Company may think necessary or convenient for the purposes of its business or which may enhance the value of any other property of the Company.
APPENDIX II
128 129
2
(7) To sell, improve, develop, exchange lease, mortgage, charge, dispose of, turn to account, or
otherwise deal with, all or any part of the property and rights of the Company (8) To do all kinds of guarantee business which this Company is authorised to carry on. (9) To establish or promote, any limited company or companies for the purpose of acquiring all
or any of the property, rights and liabilities at this Company, or for any other which may seem directly or indirectly calculated to benefit this Company.
(10) To invest deal with the moneys of the Company not immediately required in such manner as
may from time to time be determined and in particular in purchasing, otherwise acquiring and holding shares in any Company, corporation, association or society.
(11) To lend or advance money to any person, firm, company or corporation and on such terms as
may seem expedient. (12) To enter into contracts for the purchase, sale and administration of real and personal estate or
property and to arrange financing with or without security in connection therewith. (13) To amalgamate with any other company having objects altogether or in parts similar to these
of this Company. (14) To construct, maintain, and alter any building necessary or convenient for the purposes of the
Company. (15) To borrow, raise or take up money in such manner as the Company shall think fit, and to
secure the payment of any money borrowed, raised or owing by mortgage, charge or lien upon all or any of the property or assets of the Company (both present and future) including its uncalled capital, and also by a similar mortgage, charge: or lien to secure and guarantee the performance by the Company or, any other person or company of any obligation undertaken by the Company or any other person or company as the case may be.
(16) To enter into any arrangements with any governments or authorities, supreme, municipal,
local or otherwise, or any person or company that may seem conducive to the objects of the Company or any of them, and to obtain from any such governments at authority, person or company any rights privileges, charters, contracts, licences and concessions which the Company may think it desirable to obtain and to carry out, exercise and comply therewith.
(17) To draw, make, accept, endorse, execute, and issue promissory notes bills of exchange, bills
of lading, warrants, and any other negotiable or transferable instruments. (18) To apply for, promote and obtain the passing of any provisional order, Act or Parliament
Ordinance or Enactment, charter, privileges, concession, licence or authorisation of any government, state or municipality or other authority for enabling the Company to carry on any of its objects into effect or for extending any of the powers of the Company or for effecting any modification of the constitution at the Company or for any other purpose which may seem expedient, and to oppose any proceedings or applications which may seem expedient directly or indirectly to prejudice the interests of the Company.
130
3
(19) To apply or dispose of the business, property and undertaking of the Company or any part thereof, for such consideration as the Company may think fit, and in particular for shares, stocks or securities of any other company having objects altogether or in part similar to those of this Company.
(20) To take or concur in taking all such steps and proceedings may seem best calculated to
uphold and support the credit of the Company, and to obtain and justify public confidence, and to obtain or minimize financial disturbances which might affect the Company.
(21) To do all or any of the above things in any part of the world and as principles, agents,
contractors, or otherwise and by or through agents, or otherwise, and either alone or in conjunction with other and to procure the company to be registered and recognised in any part of the world.
(22) To establish and maintain or procure the establishment and maintenance of any contributory
or non-contributory pension or superannuation funds for the benefit of and give or procure the giving of donations, gratuities, pensions, allowances of emouluments to any persons who are or were at any time in the employment of service of the Company, or of any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary of the company, or who are or were at any time director or officers of the Company or of any such other company as aforesaid, and their wives, widows and families, and to subsidise and to subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being at of the Company or of any such other company as aforesaid, either alone or in conjunction with any other such company as aforesaid.
(23) To adopt such means of making known as advertising the business and services of the
Company as may seem expedient. (24) To make donations for religious, patriotic or charitable purposes. (25) To transact any lawful business in aid of Malaysia in the prosecution or any war or hostilities
in which Malaysia is engaged. (26) To distribute any of the property of the Company among the Members in specie or otherwise. (27) To do all such other things as are incidental or conducive to the attainment of the above
objects or any of them.
AND IT IS HEREBY DECLARED that the word “Company” in this Rule shall be deemed to include any partnership or other body of persons whether incorporated or not incorporated and whether domiciled in Malaysia or otherwise and the objects specified in each of the paragraphs of this Rule shall be regarded as independent objects and accordingly shall in no way be limited or restricted (except where expressed in such paragraphs) by reference to or inference from the terms of any other paragraphs, but may be carried out in as full and ample a manner and construed in as wide a sense as, if each of the said paragraphs defined the objects of a separate and distinct company. PROVIDED ALWAYS that nothing in this Constitution contained shall also empower the Company to carry on any business or do anything involving any element which is not approved by the Religion of Islam.
130 131
4
5. (a) The Company is a body corporate and shall –
(i) have a legal personality separate from that of its Members; and (ii) continue in existence until it is removed from the register maintained by the registrar
of companies in Malaysia.
(b) The Company is a public company limited by shares. Accordingly the liability of each Member is limited to –
(i) the amount which remains unpaid on that Member’s shares; (ii) any liability expressly provided for in this Constitution; and (iii) any liability as provided for under the Act.
6. The share capital of the Company is its issued share capital. The Company shall have power to
increase or reduce the capital, to consolidate or subdivide the shares into shares of larger or smaller amounts and to attach thereto respectively, conditions as may be determined by or in accordance with the regulations for the time being of the Company and to issue any part of its capital, original or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and to vary or abrogate the rights attached to any class of shares in the Company; and so that unless the conditions of issue shall otherwise expressly declare, every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained.
7. Not less than fifty-one per cent (51%) of the membership of, and shares in the Company shall at
all times consist of or be issued to the Federal and any State Government or any Muslim Bumiputra Institution or Muslim Bumiputra or body corporate being a Muslim Bumiputra company and not a corporation under foreign control, duly approved for the purpose of this Rule by the Minister and shall not thereafter at any time be assigned or transferred to or held by any person or corporation or other legal person who and which is not any of the abovestated, as the case may.
INTERPRETATION 8. In this Constitution the words standing in the first column of the Table next hereinafter contained
shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context.
WORDS MEANINGS the Act - The Companies Act, 2016 and any statutory modification or
amendment thereto or re-enactment thereof.
Alternate Director - Any person who has been appointed and for the time being holds office as an alternate director of the Company in accordance with the provisions of this Constitution.
Board of Directors - Directors of the Company whose number is not less than the required
quorum acting as a board of Directors. Central Depository - Malaysian Central Depository Sdn. Bhd.
132
5
Central Depositories Act - The Securities Industry (Central Depositories) Act 1991. Chairman - The Chairman of the Board of Directors and includes, in the absence of
the Chairman, the Deputy Chairman except for the purposes of Rules 53, 58(b) and 104.
the Company - Syarikat Takaful Malaysia Berhad (131646-K). the Constitution - This Constitution, as originally framed or as amended from time to
time. Corporation under - Includes:- foreign control
(a) A corporation of which the majority of the Directors or persons occupying the position of Directors, by whatever name called, are foreigners.
(b) A corporation in which shares conferring a majority of votes
are held by foreigners or by foreign corporations or by persons or corporations who hold directly or indirectly for foreigners or foreign corporations.
(c) A corporation which is by any other means whether of a like
or of a different character, in fact under the control of foreigners or foreign corporations.
(d) A corporation which is managed by a “foreign corporation” or
a “corporation under foreign control” within the meaning of the respective definitions of the expressions contained in this Rule.
Deposited Security - Shall have the meaning ascribed to it under Section 2 of the Securities
Industry (Central Depositories) Act, 1991. Depositor - A holder of Securities Account established by the Depository. Depository - Bursa Malaysia Depository Sdn. Bhd. (165570-W) including any
further change to its name. the Directors - Persons who have been appointed and for the time being hold office as
a Director of the Company in accordance with the provisions of the Act and this Constitution and, unless the context otherwise provides or requires, includes an Alternate Director.
Entitled Person - A person who is a Malaysian citizen or a body corporate or authority
incorporated under a Federal law of Malaysia or a law of any State of Malaysia or a company not being a corporation under foreign control or a firm registered in Malaysia whose partners are all Malaysian citizens and, for the purpose of this Constitution, includes the Federal Government or any State Government.
132 133
6
the Exchange - The Bursa Malaysia Securities Berhad (635998-W) including any further change to its name.
Foreigner - A person who is not an Entitled Person.
Foreign Corporation - (a) a company, corporation, society, association or other body
incorporated or registered outside Malaysia; or
(b) an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Malaysia; or
(c) an unincorporated society, association or other body which if it
were a corporation would be a corporation under foreign control. Malay - A person who professes the Muslim religion, habitually speaks the
Malay language, conforms to the Malay custom and is a citizen of Malaysia.
Manager - Means the principal executive officer of the Company for the time being
by whatever name called and whether or not he is a Director. Managing Director - Includes an executive Director. Market Day - A day on which the stock market of the Exchange is open for trading in
securities. Member/Members - Any person/persons for the time being holding shares in the Company
and whose names appear in the Register of Members (except for the Bursa Depository Nominees Sdn. Bhd.) including a depositor who shall be treated as if he was a Member pursuant to Section 35 of the Securities Industry (Central Depositories) Act, 1991, but excludes the Depository in its capacity as a bare trustee.
Minister - The Minister of Finance or the Minister for the time being charged with
the responsibility in respect of the matter in question as the case may be.
Muslim Bumiputra Company - A company incorporated in Malaysia the membership or shareholders
whereof is or are restricted to Muslim Bumiputra. Muslim Bumiputra Institution - A body corporate or authority incorporated in Malaysia under a Federal
law of Malaysia or a law of any State of Malaysia, or any company incorporated in Malaysia the membership or shareholders whereof is or are restricted to the Federal or any State Government or such body corporate or authority.
the Office - The Registered Office for the time being of the Company. Proxy - Includes an attorney duly constituted under a power of attorney.
134
7
Record of Depositors - A record provided by the Depository to the Company under Chapter 24.0 of the Rules of the Depository.
Register - The Register of Members to be kept pursuant to the Act and unless
otherwise expressed to the contrary, includes the Record of Depositors. these Rules - These Rules of the Constitution as originally framed or as from time to
time altered by Special Resolution. Rules of the Depository - Shall have the meaning ascribed to it under Section 2 of the Securities
Industry (Central Depositories) Act, 1991. the Seal - The Common Seal of the Company.
the Secretary - The Secretary or joint Secretaries of the Company appointed by the
Directors under Rule 109 of this Constitution. Securities - Shall have the meaning ascribed to it under Section 2 of the Securities
Commission Act, 1993. Securities Account - An account established by the Depository for a Depositor for the
recording of deposit of securities and for dealing in such securities by the Depositor as permitted under the Securities Industry (Central Depositories) Act, 1991.
Takaful - A scheme based on solidarity and brotherhood which provides financial
aid and assistance to the participants in case of need whereby the participants mutually agree to contribute for that purpose.
Takaful Company - Any company which carries Islamic insurance business and holds a
valid licence; and all the offices and branches of such a company shall be deemed to be one company.
Expressions referring to writing shall, unless the contrary intention appears be construed as including references to printing, lithography, photography, and other modes of representing or reproducing in a visible form. Words importing the singular number only shall include the plural number and vice versa. Words importing the masculine gender only shall include the feminine and neuter genders and vice versa. Words importing persons shall include corporations. Subject as aforesaid, any words or expressions contained in this Constitution shall be interpreted in accordance with the provisions of the Interpretation Act 1967, and of the Act as in force at the date at which this Constitution become binding on the Company. The marginal notes are inserted for convenience only and shall not affect the construction of this Constitution.
SHARIAH ADVISORY BODY 9. (a) “The Company shall establish a Shariah Advisory Body (or such other name as the relevant
134 135
8
regulator may require) to advise the Company on the operations of its business in order to ensure that it does not involve in any element which is not Shariah compliant.”
(b) “The Shariah Advisory Body shall comprise Muslim scholars and shall have a minimum of
five (5) and a maximum of seven (7) members. The members shall be appointed for a term not exceeding three (3) years and may be eligible for reappointment.”
(c) “The remuneration of the members of the Shariah Advisory Body shall from time to time
be determined by the Board of Directors.”
CONTROL 10. (a) Control The Company shall not enter into any merger, amalgamation or other arrangement which
will have the effect of transferring the management or control of the Company to any foreigner or any foreign corporation or any corporation under foreign control.
(b) Only Entitled Person to Hold Office No person other than an Entitled Person shall be qualified to hold office as Chief Executive
Officer (by whatever name called), Secretary or Auditor of the Company. 11. Not less than fifty-one per cent (51%) of shares allotted to Government and/or Muslim Bumiputra
Institution.
(a) The Directors shall ensure that not less than fifty-one per cent (51%) of the membership of and the shares in the Company shall at all times consist of or be issued or allotted to or registered in the name of the Federal and any State Government or any Muslim Bumiputra Institution or a body corporate, being a Muslim Bumiputra company and not a corporation under foreign control, duly approved for the purpose of this Rule by the Minister.
The Directors shall further ensure that the said shares so issued, allotted to or registered
shall not thereafter at any time be assigned or transferred to or held by any person or corporation or other legal person who is not any one of the abovestated bodies.
(b) The Directors of the Company shall have discretion in deciding whether any person or
company is a Muslim Bumiputra or Muslim Bumiputra company and any decision made by the Directors in the course of the exercise or any discretion conferred upon them by this Rule shall be final and without appeal and they shall not be called upon or if called upon shall not be bound to give their reasons for their decision.
(c) If a majority of the Directors certify in writing that there is in their opinion reason to
believe that any share in the Company which is allotted or registered in the name or a person who is a Muslim Bumiputra or a company which is a Muslim Bumiputra company or the Federal or State Governments or a Muslim Bumiputra Institution is held by or in trust for or in any way under the control of any person or other legal person who or which is not any of the abovestated as the case may be, then and in any such case the Directors may serve on the holders of such share a notice in writing requiring the holder to prove to the satisfaction of the Directors that the share in question is not so held and unless within three (3) weeks thereafter such proof is given, the Directors may serve such holder with a notice in writing requiring such holder to transfer such shares to any person, company or
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organisation or authority qualified to be a Member of the Company and approved by the Directors and unless such transfer is duly made and delivered to the Company within fourteen (14) days after such notice, the Directors may sell the shares in such manner as they think fit and the provisions of Rules 17 and 18 inclusive shall apply mutatis mutandis.
VARIATION OF RIGHTS 12. (a) If at any time the share capital is divided into different classes of shares-
(i) the repayment of preference capital other than redeemable preference capital; or (ii) the rights attached to any class (unless otherwise provided by the terms of issue of
the shares of that class including that of preference shareholders)
may, only whether or not the Company is being wound up, be made or varied as the case may be, with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the class, PROVIDED ALWAYS that where the necessary majority for such a special resolution is not obtained at the meeting, consent in writing if obtained from the holders of three-fourths (3/4) of the preference shares concerned within two (2) months of the meeting, shall be as valid and effectual as a special resolution carried at the meeting.
(b) The provisions of this Constitution relating to general meetings apply so far as they are
capable of application and mutatis mutandis to every such separate meeting except that- (i) a quorum is constituted by three (3) persons who, between them, hold or represent
by proxy one-third of the issued shares of the class; and (ii) any holder of shares of the class, present in person or by proxy may demand a poll. (c) The rights conferred upon the holders of the shares of any class issued with preferred or
other rights shall, unless otherwise expressly provided by the terms of issue of shares of that class, be deemed to be varied by the creation or issue of further shares ranking equally with the first-mentioned shares.
(d) To every special resolution the provisions of the Act shall with such adaptation as are
necessary apply.
(e) For the purposes of this Rule-
(i) where a person is represented by a proxy or proxies, he is treated as holding only the shares held in respect of which the proxy or proxies are authorised to exercise voting rights;
(ii) any amendment of a provision contained in this Constitution for the variation of
the rights attached to a class of shares or the rights of a class of Members, or the insertion of any such provision into this Constitution, is itself to be treated as a variation of those rights; and
(iii) references to the variation of rights attached to a class of shares or a class of
Members include references to the abrogation.
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(f) A variation of class rights shall take effect in accordance with the Act.
SHARE CAPITAL 13. Shares in the Company may –
(a) be issued in different classes; (b) be redeemable in accordance with the Act; (c) confer preferential rights to distributions of capital or income; (d) confer special, limited or conditional voting rights; or (e) not confer voting rights.
14. (a) Subject to Rule 14(b), the Directors shall not exercise any power to –
(i) allot shares in the Company; (ii) grant rights to subscribe for shares in the Company ; (iii) convert any securities into shares in the Company; or (iv) allot shares under an agreement or option or offer, unless the prior approval by way of ordinary resolution of the Company has been obtained.
(b) Save where an issue of shares or other convertible securities departs from any of the
applicable requirements stipulated in paragraph 6.04 of the Listing Requirements, the requirement in Rule 14(a) shall not apply to –
(i) an allotment of shares or grant of rights pursuant to an offer made to Members of
the Company in proportion to the Members’ shareholdings; (ii) an allotment of shares or grant of rights pursuant to a bonus issue of shares to
Members of the Company in proportion to the Members’ shareholdings; (iii) an allotment of shares to a promoter of the Company that the promoter has agreed
to take; or (iv) shares which are to be issued as consideration or part consideration for the
acquisition of shares or assets by the Company and the Members of the Company have been notified of the intention to issue the shares at least fourteen (14) days before the issue of the shares.
(c) For the purposes of Rule 14(b)(iv), Members of the Company are deemed to have been
notified of the Company’s intention to issue shares if –
(i) a copy of the statement explaining the purpose of the intended issue of shares has been sent to every Member at his last known address according to the Register; and
(ii) the copy of the statement has been advertised in one (1) widely circulated
newspaper in Malaysia in Bahasa Malaysia and one (1) widely circulated newspaper in Malaysia in the English language.
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15. Preference Shares
(a) Special rights
(i) Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in the Company may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting return of capital or otherwise as the Company may from time to time by ordinary resolution determined.
(ii) If the Company at any time issues preference capital, it shall indicate at the same
time whether it reserves the right to issue further preference capital ranking equally with or in priority to preference shares already issued.
(b) Redeemable preference shares
The Company shall have power to issue preference shares carrying a right to redemption out of profits or liable to be redeemed at the option of the Company or to issue preference capital ranking equally with or in priority to preference shares already issued and the Directors may, subject to the provisions of the Act, redeem such shares on such terms and in such manner as they may think fit.
(c) Pre-emption
(i) Subject to any direction to the contrary that may be given by the Company in
general meeting, all new shares or other convertible Securities shall, before issue, be offered to Members or such persons who at the date of the offer are entitled to receive notices from the Company of general meetings in proportion as nearly as the circumstances admit, to the amount of the existing shares or Securities to which they are entitled. The offer shall be made by notice specifying the number of shares or Securities offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and, after the expiry of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares or Securities offered, the Directors may dispose of those shares or Securities in such manner as they think most beneficial to the Company. The Directors may likewise also dispose of any new shares or Securities which (by reason of the ratio which the new shares or Securities bear to shares or Securities held by persons entitled to an offer of new shares or Securities) cannot, in the opinion of the Directors, be conveniently offered under this Constitution.
(ii) The rights attaching to shares of a class other than ordinary shares shall be
expressed.
(d) Transfer of controlling interest
(i) The Company shall not issue shares to transfer a controlling interest without prior approval of shareholders in general meeting.
(ii) No Director shall participate in an issue of shares to employees unless
shareholders in general meeting have approved of the specific allotment to be made to such Director.
(e) Rights of preference shareholders
(i) Preference shareholders are not entitled to the right to vote on a resolution or to
any right to participate beyond a specified amount in any distribution whether by way of dividend, or on redemption, in a winding up, or otherwise.
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(ii) The repayment of preference capital other than redeemable preference capital or
any other alteration of preference shareholders’ rights, may only be made pursuant to a special resolution of the preference shareholders concerned, provided always that where the necessary majority for such a special resolution is not obtained at the meeting, consent in writing, if obtained from the holders of three-fourths of the preference capital concerned within two (2) months of the meeting, shall be as valid and effectual as a special resolution carried at the meeting.
(f) Power to differentiate The Directors may, on the issue of shares differentiate between the holders of such shares
as to the amount of calls to be paid and the times of payment of such calls.
(g) Payment of commission and brokerage
(i) The Company may exercise the powers to make payments by way of commission or brokerage conferred by the Act, and in the manner provided therein.
(ii) Payments by way of commission or brokerage may be satisfied by the payment of
cash, by allotment of fully or partly paid shares or partly by the payment of cash and partly by the allotment of fully or partly paid shares.
(h) Trust affecting shares Except in relation to any person (whether body corporate or otherwise) holding share upon
any trust for the Government, the Company is not bound by or compelled in any way to recognise (whether or not is has notice of the interest or rights concerned) any equitable, contingent, future or partial interest in any share or unit of a share or (except as otherwise provided by this Constitution or by law) any other right in respect of share except an absolute right of ownership in the registered holder and no notice of any trust expressed, implied or constructive shall be entered onto the Register or any branch register.
(i) Power to ask for particulars The Company is empowered to require any Member or transferee prior to registration of
transfer to furnish the nature of his shareholding and may also require a trustee or nominee to provide such particulars to enable the Company to identify the beneficial owners and the nature of their interest.
(j) Shares not to be registered in the name of minor, person of unsound mind, etc.
Shares may be registered in the name of an incorporated company or other corporate body but not in the name of a minor or a person of unsound mind or who is insolvent or in the name of any firm or partnership.
LIEN 16. Company to have lien on shares and dividends
(a) The Company shall have a first and paramount lien, in priority to any other claim, upon all shares (not being fully paid) registered in the name of any Member, either alone or jointly with any other person for his debts, liabilities and engagements whether solely or jointly with any other person to or with the Company whether the period for the payment fulfilment or discharge, thereof shall have actually arrived or not and such lien shall extend to all dividends from time to time declared in respect of such shares and such amounts as
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the Company may be called upon by law to pay in respect of the shares of the Member or deceased Member but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Rule.
(b) The Company’s lien on shares and dividends from time to time declared in respect of such
shares, shall be restricted to unpaid calls and instalments upon the specific shares in respect of which such moneys are due and unpaid, and to such amounts as the Company may be called upon by law to pay and has paid in respect of the shares of the Member or deceased Member and if shares were acquired under an employee share option scheme, amounts which are owed to the Company for acquiring them. In each such case the lien extends to reasonable profit and expenses incurred on the unpaid calls.
17. Lien may be enforced by sale of shares
(a) The Company may sell any share over which it has a lien in such manner as the Directors think appropriate.
(b) The Company may not sell any shares under Rule 17(a) unless –
(i) a sum in respect of which the lien exists is presently payable; and (ii) fourteen (14) days have expired from a written notice given to the registered
holder of the share, or the person entitled to the share by reason of death or bankruptcy of the registered holder, stating and demanding payment of the amount in respect of which the lien exists as is presently payable.
18. Directors may authorise transfer and enter purchaser’s name in the register To give effect to any such sale the Directors may authorize some person to transfer the shares sold to
the purchaser and may enter the purchaser’s name in the register as holder of the shares, and the purchaser shall not be bound to see to the application of the purchase money, not shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
19. Application of proceeds of sale The net proceeds of any such sale shall be applied first, in payment of all costs of the sale, next in or
towards satisfaction of the amount due to the Company or of the liability or engagement, as the case may be, and the balance (if any) shall be paid to the Member or the persons (if any) entitled by transmission to the shares so sold.
20. Member not entitled to privileges of membership until all calls paid No Member shall be entitled to receive any dividend or to exercise any privileges as a Member until
he shall have paid all calls for the time being due and payable on every share held by him, together with expenses (if any).
CALLS ON SHARES 21. Calls
(a) The Directors may make such calls as they think fit upon the Members in respect of all moneys unpaid on any shares held by them respectively which, at the time of allotment thereof, were not made payable at fixed times.
(b) No call shall exceed one fourth (1/4) of the issued price of the share or be payable at less than
thirty (30) days from the date fixed for the payment of the last preceding call.
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(c) Each Member shall pay the amount of every call so made on him to the persons and at the times and places appointed by the Directors.
(d) A call may be made payable by instalments and shall be deemed to have been made when the
resolution of the Directors authorising such call was passed. 22. Notice of call
(a) Fourteen (14) days notice of any call shall be given specifying the time and place of payment and to whom such call shall be paid.
(b) Before the time for payment the Directors may by notice in writing to the Members revoke
the call wholly or in part or extend the time for payment.
23. Sums payable on allotment or at fixed times or by instalments deemed to be calls A sum that, by the terms of issue of a share becomes payable on allotment or at a fixed date or by
instalments at fixed times shall for the purposes of this Constitution be deemed to be a call duly made and payable on the date on which by the terms of issue of the shares becomes payable, and, in case of non-payment, all the relevant provisions of this Constitution as to payment of expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a call duly made and notified.
24. Proof of debt On the trial or hearing of any action for the recovery of any money due for any call, it shall be
sufficient to prove that the name of the Member sued is entered in the Register as the holder or one of the holders of the shares in respect of which such debt accrued that the resolution making the call is duly recorded in the minute book and that notice of such call was duly given to the Member sued in pursuance of these Rules; and it shall not be necessary to prove the appointment of the Directors who made such call, nor that the meeting at which any call was made was duly convened and constituted nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.
25. Payment of calls in advance The Directors may if they think fit, accept from a Member the whole or a part of the amount unpaid
on a share although no part of that amount has been called up. 26. Capital paid on shares in advance of calls
(a) Capital paid on shares in advance of calls shall be treated as a loan to the Company and not as part of its capital and shall be repayable at anytime if the Directors so decide. Such capital shall not, unless all calls or other sums presently payable by the Member in respect of his share has been paid, confer a right to participate in profits.
(b) Upon all or any part of the money advanced is received by the Directors from the Member
become payable, the Company may pay profit or compensation at a rate not exceeding eight per cent (8%) per annum as may be agreed upon between the Directors and the Member paying the sum in advance, unless the Company in a general meeting otherwise directs.
27. Difference in calls The Directors may, on the issue of shares, differentiate between the holders as to the amount of calls
to be paid and the times of payment.
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TRANSFER OF SHARES 28. (a) Transfer of Securities (i) Subject to the restrictions contained in this Constitution and as otherwise provided
under the Securities Industry (Central Depositories) Act, 1991 and the Rules and Regulations made pursuant thereto, any listed securities or class of listed securities of the Company, listed on the Exchange, shall be transferable but any such transfer shall be effected by way of book entry by the Depository as defined under the Securities Industry (Central Depositories) Act, 1991, in accordance with the Rules of the Depository and, notwithstanding sections 105, 106, and 110 of the Act but subject to subsection 148(2) of the Act and any exemption that may be made from compliance with subsection 148(1) of the Act, the Company shall be precluded from registering and effecting any transfer of the listed securities which have been deposited therewith; and
(ii) Subject to the restrictions contained in this Constitution and as otherwise provided
under the Securities Industry (Central Depositories) Act, 1991 and the Rules and Regulations made pursuant thereto, any listed securities or class of listed securities of the Company, listed on any other stock exchange (other than the Exchange) shall be transferable but every such transfer shall be effected in the manner and form as approved and prescribed from time to time by any such stock exchange.
(b) No restriction on fully paid shares
Subject to this Constitution, the Central Depositories Act, and the Rules of the Depository, there shall be no restriction on the transfer of fully paid shares which are listed on the Exchange or any other stock exchange except where required by law and the Rules of the Depository (with respect to transfer of Deposited Security).
(c) Refusal to transfer The Central Depositor may refuse to register any transfer of Deposited Securities if it does not
comply with the Central Depositories Act or the Rules of the Depository. 29. Non-liability of Company, its Director and officers in respect of transfer Neither the Company nor its Directors nor any of its officers shall incur any liability for registering
or acting upon a transfer of shares apparently made by sufficient parties, although the same may, by reason of any fraud or other cause not known to the Company or its Directors or other officers be legally inoperative or insufficient to pass the property in the shares proposed or professed to be transferred, and although the transfer may, as between the transferor and transferee, be liable to be set aside, and notwithstanding that the Company may have notice that such instrument or transfer was signed or executed and delivered by the transferor in blank as to the name of the transferee or the particulars of the shares transferred, or otherwise in defective manner. And in every such case, the person registered as transferee, his executors, administrators and assignees alone shall be entitled to be recognised as the holder as such shares and the previous holder shall, so far as the Company is concerned, he deemed to have transferred his whole title thereto.
30. No transfer to minor, etc. No transfer shall be made to a minor or a person of unsound mind or who is insolvent or to a firm or
partnership.
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31. When transfer books and Register of Members may be closed The transfer books and Register and debenture holders may on due notice being given as required by
the Act and the Exchange or any stock exchange on which the Company’s shares are listed be closed during such time or times as the Directors think fit, not exceeding in the whole thirty days in each year. At least eighteen (18) market days’ notice of such closure shall be given to each stock exchange upon which the Company is listed stating the period and the purpose or purposes of such closure. At least three (3) market days prior notice of such closure shall be given to the Depository to enable the Depository to prepare the appropriate Record of Depositors provided where the Record of Depositories is required in respect of corporate actions seven (7) days prior notice shall be given.
TRANSMISSION OF SHARES 32. (a) Death of holder
In case of the death of a Member the survivor and the legal personal representatives of the deceased where he was a sole holder or debenture holder, shall be the only person recognised by the Company as having any title to his interest in the shares or debenture.
(b) Rights on death or bankruptcy
(i) Any document which is by law sufficient evidence of probate of the will or letters of administration of the estate of a deceased person having been granted to a person shall be accepted by the Company as sufficient evidence of the grant.
(ii) Subject to the provisions of this Constitution, the Company and the Central
Depository shall register the person as a shareholder or debenture holder of the Company within sixty (60) days from receiving the notification.
(c) Election
(i) If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects, provided that where the share or debenture is a Deposited Security and the person becoming so entitled elects to have the share or debenture transferred to him the aforesaid notice must be served by him on the Depository.
(ii) If he elects to have another person registered he shall testify his election by executing
to that person a transfer of the share or debenture, as the case may be. (iii) All the limitations, restrictions and provisions of this Constitution, the Central
Depositories Act, Rules of the Depository, and the Listing Requirements relating to the right to transfer and the registration of transfer of shares or debentures shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer signed by that Member.
(d) Entitled to same rights Where the registered holder of any share or debenture dies or becomes bankrupt his personal
representative or the assignee of his estate, as the case may be, shall, upon the production of such evidence as may from time to time be properly required by the Directors in that behalf, be entitled to the same dividends and other advantages, and to the same rights (whether in relation to meetings of the Company, or to voting, or otherwise), as the registered holder would have been entitled to if he had not died or become bankrupt.
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(e) Tranmission of securities on another stock exchange Where-
(i) the securities of the Company are listed on another stock exchange; and (ii) the Company is exempted from compliance with section 14 of the Securities Industry
(Central Depositories) Act, 1991 or section 29 of the Securities Industry (Central Depositories) (Amendment) Act, 1998, as the case may be, under the Rules of the Depository in respect of such securities,
the Company shall, upon request of a securities holder, permit a transmission of securities held by such securities holder from the register of holders maintained by the registrar of the Company in the jurisdiction of the other stock exchange, to the register of holders maintained by the registrar of the Company in Malaysia provided that there shall be no change in the ownership of such securities.
LIMITATIONS ON SHAREHOLDINGS 33. (a) Interpretation In this Rule:-
“person” includes an individual, body of persons (corporate or unincorporate), government and statutory body corporation or authority;
“Associate” in relation to any person (below referred to in this definition as the “first named person”), means:-
(i) a body corporate (whether registered in Malaysia or elsewhere) of which one half or
more of the voting power exercisable at any general meeting of the body corporate may be exercised or controlled, or of which one half or more of the Directors are appointed (or can be appointed), in either case by the first named person (alone or with any Associate of the first named person); or
(ii) any other person who has (whether or not in a manner which is legally binding)
agreed or committed himself or become obliged or arranged to exercise or refrain from exercising any rights attaching to any share, or any power to dispose of or retain any share or any interest therein in accordance with the suggestions, instructions or directions of the first named person (or of any other Associate of the first named person).
Provided that where a person has been appointed to act as the proxy for the first
named person to vote at a meeting of the Company such proxy for the first named person shall not be the Associate of the other by reason solely of such appointment; or
(iii) in the case where the first named person is a government or government department
or agency or body, such government or any other department agency or body of such government or any body corporate which is an Associate of any of the same by virtue of (i) above; or
(iv) in the case where the first named person is a trustee of any trust, any or all of the
other trustees, any or all settlors of such trust and any or all beneficiaries (including contingent beneficiaries) under such trust; or
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(v) in the case where the first named person is a body corporate, any Director of such body corporate and vice versa;
and any Associate of the first named person shall (unless the Directors otherwise determine) be deemed also to be an Associate of all other Associates of the first named person.
“control” means to be in the position of such a person as is the first named person in paragraph (ii) of “Associate” above. “foreigners” includes foreign corporation and corporation under foreign control as defined under Rule 8. “prescribed limit” means the percentage limits prescribed under sub-rules (b) or (c) as the case maybe.
(b) Total number of shares held by foreigners
The total number of shares that may be held by foreigners at any particular time shall not exceed thirty per cent (30%) of all the shares of the Company then in issued and the Company shall make quarterly announcements by telex or confirmed facsimile to the Exchange or any other stock exchange on which the Company’s shares are listed in respect of such shareholding.
PROVIDED THAT when such shareholding reaches the maximum thirty per cent (30%) limit the announcement in respect of the said shareholding shall be made immediately.
(c) Total number of voting rights by foreigners
The total number of voting rights that may be exercised by foreigners at any particular time shall not exceed thirty per cent (30%) of the total voting rights of all Members having the right to vote at general meetings of the Company.
(d) If it appears to them that in relation to any person the limitations set out in (b) and/or (c)
above may be exceeded, subject to the Central Depositories Act or the Rules of the Depository, the Directors shall be entitled to refuse the register any shares in the name of that person (other than as an allottee under an issue of share by way of capitalization of profits or reserves made pursuant to this Constitution) unless there shall first have been given to them a declaration (in such form as the Directors shall from time to time prescribe) stating the total number of shares held by that person and his Associates) and the total voting rights exercisable) and the total voting rights exercisable by him and his Associates) on a poll at general meetings of the Company and the Directors are satisfied as to the contents thereof.
(e) Subject to the provisions of this Rule, the Directors shall, unless they have reason to believe
otherwise, be entitled to assume without enquiry that no person holds shares or is capable of exercising or controlling the exercise of voting rights of all Members having the right to vote on a poll at general meetings of the Company more than the prescribed limit. Nevertheless, the Directors may at any time give notice in writing to any person requiring him to make a declaration (in such form as the Directors shall prescribe) within such period as may he specified in the notice as to the total number of shares held by him and his Associates (and the names of such Associates) and/or as to the said votes of which he can control the exercise and/or as to whether he is an Associate of any other person or persons [and the names of any such Associate(s) or person(s)] and from the date of service of such notice until the Directors declare themselves satisfied with the contents of a declaration received by them from such person shall not confer any right to receive notices of or to attend or vote at general meetings of the Company.
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(f) If within 21 days after the giving of such notice as is referred to in (e) above (or such shorter or longer period as in all the circumstances the Directors shall consider reasonable and shall specify in the notice) the Directors are not satisfied that the person referred to in such notice given pursuant to (e) above neither holds shares nor is capable of exercising or controlling the exercise of voting rights of all Members having the right to vote on a poll at general meetings of the Company exceeding the prescribed limit, the Directors may give a further notice in writing to such person specifying the other person(s) believed by them to be Associates of such person and requiring him and all or any of his Associates (as the Directors may determine) (as the Directors may determine) to transfer such number of shares (‘Excess Shares’) to other persons who are not his Associates as will result in the Directors being satisfied that the number of the shares held by him and his Associates does not exceed the prescribed limit nor is he capable of exercising or controlling the exercising of the total voting rights of all Members having the right to vote at general meetings of the Company exceeding the prescribed limit.
If within 21 days after the giving of such further notice (or such extended time as in all the circumstances the Directors shall consider reasonable) such notice is not complied with to the satisfaction of the Directors, the Directors may arrange for the Company to sell the Excess Shares at the best price reasonably obtainable. For this purpose the Directors may authorise in writing any officer or employee of the Company to execute on behalf or transfers of the Excess Shares to the purchaser or purchasers. The net proceeds of the sale of such Excess Shares shall be received by the Company whose receipt shall be a good discharge for the purchase money and shall be paid over by the Company to the former holder or holders upon surrender by him or them of the certificates for the Excess Shares, but such proceeds shall in no circumstances carry interest against the Company.
(g) The Directors shall not be required to give any reasons for any decision or declaration taken
or made in accordance with this Rule.
FORFEITURE OF SHARES 34. Directors may require payment of calls with profit or compensation
If any Member fails to pay the whole or any part of any call or instalment of a call on or before the day appointed for the payment thereof, the Directors may at any time thereafter, during such time as the call or instalment or any part thereof remains unpaid, serve a notice on him or on the person entitled to the share by transmission requiring him to pay such call or instalment or such part thereof as remains unpaid together with any profit or compensation that may have accrued by reason of such non-payment.
35. Notice requiring payment to contain certain particulars
The notice shall name a further day (not earlier than the expiration of fourteen (14) days from the date of the notice) on or before which such call or instalment, or such part as aforesaid and profit or compensation that have accrued by reason of such non-payment, are to be paid. It shall also name the place where payment is to be made, and shall state that, in the event of non-payment at or before the time and at the place appointed, the shares in respect of which such call was made will be liable to be forfeited.
36. On non-compliance with notice shares forfeited on resolution of Directors If the requirements of any such notice as aforesaid are not complied with any share in respect of
which such notice has been given shall at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to the effect. A forfeiture of
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shares shall include all dividends in respect of the shares not actually paid before the forfeiture not withstanding that they shall have been declared.
37. Directors may annul forfeiture upon terms Notwithstanding any such forfeiture as aforesaid the Directors may at any time before the forfeited
share has been otherwise disposed of annul the forfeiture upon the terms of payment of all calls and any profit or compensation incurred in respect of the share and upon such further terms (if any) as they shall see fit.
38. Directors may dispose of forfeited shares Every share which shall be forfeited may be sold, re-allotted or otherwise disposed of, either to the
person who was before forfeiture the holder thereof or entitled thereto, or to any other person upon such terms and in such manner as the Directors shall think fit, and the Directors may, if necessary, authorize some person to transfer the same to such other person as aforesaid.
The net proceeds of any such sale or disposal shall be received by the Company and applied in or
towards the total amount of all calls due in respect thereof and the residue after the satisfaction of the unpaid calls and accrued profit and expenses, shall be paid to the person whose shares have been forfeited, or his executors, administrators or assignees or as he directs.
39. Former holder of forfeited shares liable for call made before forfeiture
A shareholder whose shares have been forfeited shall, notwithstanding, be liable to pay to the Company all calls made and not paid on such shares (with profit or compensation at eight per cent (8%) per annum from the date of forfeiture to the date of payment if the Board thinks fit to enforce payment of such profit or compensation) at the time of forfeiture in the same manner in all respects as if the shares had not been forfeited, and to satisfy all (if any) the claims and demands which the Company might have enforced in respect of the shares at the time of forfeiture, without any deduction or allowance for the value of the shares at the time of forfeiture and the liability shall cease if and when the company receives payment in full of all such money in respect of the shares.
40. Consequences of forfeiture The forfeiture of a share shall involve the extinction at the time of forfeiture of all claims and
demands against the Company in respect of the share, and all other rights and liabilities incidental to the share as between the shareholder whose share is forfeited and the Company, except only such of those rights and liabilities as are by these Rules expressly saved, or as are by the Act given or imposed in the case of past Members.
41. Title to forfeited shares
A statutory declaration in writing that the declarant is a Director of the Company or Secretary of the Company, and that a share has been duly forfeited in pursuance of this Constitution, and stating the date upon which it was forfeited, shall, as against all person claiming to be entitled to the share adversely to the forfeiture thereof, be conclusive evidence of the facts therein stated and such declaration, together with the receipt of the Company for the consideration (if any) given for the share on the sale or disposition thereof, shall constitute a good title to the share, and such person shall be registered as the holder of the share and shall be discharged from all calls made prior to such sale or disposition and shall not be bound to see to the application of the purchase money (if any), or nor shall his title to the share be affected by any act, omission or irregularity relating to or connected with the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the share.
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ALTERATION OF CAPITAL 42. (a) Company may increase its capital
The Company in general meeting may from time to time whether all the shares for the time being issued shall have been fully called up or not, increase its share capital by the creation and issue of new shares, such new capital to be of such amount and to be divided into shares of such respective amounts and to carry such rights or to be subject to such conditions or restrictions in regard to dividend, return of capital, voting or otherwise as the Company by the resolution authorising such increase directs.
(b) How far new shares to rank with shares in original capital Except so far as otherwise provided by the condition of issue, or by these Rules, any capital
raised by the creation of new shares shall be considered part of the original capital, and shall be subject to the provisions herein contained with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, surrender and otherwise.
(c) Offer of new shares to existing Members
(i) Subject to any direction to the contrary that may be given by the Company in general meeting, all new shares or other convertible securities shall, before issue, be offered to such persons as at the date of the offer are entitled to receive notices from the Company of general meetings in proportion, as nearly as the circumstances admit, to the amount of the existing shares to which they are entitled.
(ii) The Offer shall be made by notice specifying the number of shares or securities offered
and limiting a time within which the offer, if not accepted, will be deemed to be declined.
(iii) After the expiration of that time or upon being notified by the person to whom the offer
is made that he declines to accept the shares offered, the Directors may issue those shares or securities in such manner as they think most beneficial to the Company.
(iv) The Directors may likewise so dispose of any new shares or securities which (by
reason of the proportion which the new shares bear to shares or securities held by the person entitled to an offer of new shares or securities) cannot, in the opinion of the Directors, be conveniently offered under these Rules.
(d) Waiver from the Exchange
Notwithstanding the above, the Company may apply to the Exchange or any other stock exchange on which the Company’s shares are listed to waive the convening of an Extraordinary General Meeting to obtain shareholders’ approval for further issues of shares (other than bonus or rights issues) where the aggregate issues of which in any one financial year do not exceed ten per cent (10%) of the issued capital.
43. Company may alter its capital in certain ways
Subject to the provisions of the Act and the Listing Requirements, the Company may by Special Resolution:-
(a) Consolidate and divide all or any of its share capital into shares of smaller amount than its
existing shares, the proportion between the amount paid and the amount, if any, unpaid on each subdivided share shall be the same as it was in the case of the share from which the subdivided share is derived; or
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(b) Cancel shares that at the date of the passing of the resolution, have not been taken or agreed
to be taken by any person or have been forfeited and reduce the amount of the shares so cancelled; or
(c) Sub-divide its shares, or any of them, into shares of smaller amount, whatever is in the
subdivision, the proportion between the amount paid and the amount, if any, unpaid on each subdivided share shall be the same as it was in the case of the share from which the subdivided share is derived.
44. The Company may by Special Resolution reduce its share capital in any manner authorized and
subject to any conditions prescribed by the Act.
CONVERSION OF SHARES INTO STOCK 45. (a) Conversion of shares into stock and re-conversion The Company may, by resolution, convert all or any of its paid up shares into stock and re-
convert any stock into paid up shares of any number. (b) Transfer of stock
(i) Subject to sub-rule (ii), where shares have been converted into stock, the provisions of this Constitution relating to the transfer of shares apply, so far as they are capable of application, to the transfer of the stock or of any part of the stock.
(ii) The Directors may fix the minimum amount of stock transferable and restrict or forbid
the transfer of fractions of the minimum. (c) Participation in dividends and profits
(i) The holders of stock have, according to the amount of the stock held by them, the same rights privileges and advantages as regards dividends, voting at meetings of the Company and other matters as they would have if they held the shares from which the stock arose.
(ii) No such privilege or advantage (except participation in the dividends and profits of the
Company and in the property of the Company on winding up) shall be conferred by any amount of stock that would not, if existing in shares, have conferred that privilege or advantage.
(d) Provisions applicable to shares shall apply to stock
The provisions of this Constitution that are applicable to paid up shares apply to stock and references in those provisions to shares and shareholder shall be read as including references to stock and stockholder, respectively.
46. Financial Assistance
(a) Unless otherwise provided in the Act, the Company shall not –
(i) give any financial assistance, whether directly or indirectly and whether by means of a loan, guarantee or provision of security or otherwise, for the purpose of or in connection with a purchase or subscription made or to be made by any person for any shares in the Company or any shares in the holding company, if any, of the Company;
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(ii) in any way deal in or lend money on its own shares; or (iii) give financial assistance, directly or indirectly for the purpose of reducing or
discharging the liability, if a person has acquired shares in the Company or its holding company, if any, and the liability has been incurred by any person for the purpose of the acquisition of the shares.
(b) The Company must comply with the relevant requirements of the Act if it proposes to give
financial assistance or purchase or deal in or lend money on its own shares in any manner which is permitted under the Act.
GENERAL MEETINGS 47. General Meetings
An annual general meeting of the Company shall be held in accordance with the provisions of the Act. All general meetings other than the annual general meetings shall be called extraordinary general meetings.
48. (a) Convening a general meeting
A meeting of Members may be convened by—
(i) the Board; or (ii) any Member holding at least ten per cent (10%) of the issued share capital of the
Company. (b) Convening general meeting by requisition
(i) The Directors shall call a meeting of Members once they receive a requisition to do so from Members representing at least ten per cent (10%) of the paid up capital of the Company carrying the right of voting at meetings of Members of the Company.
(ii) The requisition referred to in (i) –
(aa) shall be in hard copy or electronic form; (bb) shall state the general nature of the business to be dealt with at the meeting; (cc) may include the text of a resolution that may properly be moved and is
intended to be moved at the meeting; and (dd) shall be signed or authenticated by the person making the requisition.
(iii) For the purposes of this Rule, the right of voting shall be determined as at 5.00 p.m. on the date the requisition is deposited with the Company.
(iv) The Directors shall –
(aa) call for the meeting within fourteen (14) days from the date of the requisition
or notice under this Rule, as the case may be; and (bb) hold the meeting on a date which is not more than twenty eight (28) days after
the date of the notice to convene the meeting.
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(v) If the requests received by the Company identify a resolution intended to be moved at the meeting, the notice shall include the text of the resolution.
(vi) If the Directors do not convene a meeting in accordance with this Rule, the Members
who requisitioned the meeting or any number of Members representing more than one half (1/2) of the total voting rights of all of the Members who requisitioned, may call for a meeting of Members. The meeting shall be convened by the Members on a date not more than three (3) months after the date on which the Directors received a requisition under this Rule to call for a meeting of Members.
(vii) Any reasonable expenses incurred by the Members requisitioning the meeting by
reason of the failure of the Directors to call a meeting shall be reimbursed by the Company.
49. (a) Notices of Meetings
The notices convening meetings shall:- (i) be in writing and shall be given to the Members either in hard copy, or in electronic
form, or partly in hard copy and partly in electronic form;
(ii) specify the place, day and hour of the meeting; and
(iii) be at least 14 days’ notice before or 21 days’ notice before in the case where any special resolution is proposed or where it is the annual general meeting, of every such meeting must be given by advertisement in at least 1 nationally circulated Bahasa Malaysia or English daily newspaper and in writing to each stock exchange upon which the company is listed.
(b) The notice of a meeting of Members may include the text of any proposed resolution and
other information as the Directors deem fit. (c) Omissions of notice
The accidental omission to give notice of any meeting to or the non-receipt of any such notice by any of the Members shall not invalidate any resolution passed at any such meeting.
(d) Notice of special or ordinary resolution
The notice convening a meeting to consider a special or ordinary resolution shall specify the intention to propose the resolution as a special or ordinary resolution, as the case may be.
(e) Members right to appoint proxy
In every notice calling a meeting there shall appear with reasonable prominence a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him.
(f) Record of Depositors
(i) The Company shall request the Depository in accordance with the Rules of the Depository, to issue a Record of Depositors to whom notices of general meetings shall be given by the Company.
(ii) The Company shall request the Depository in accordance with the Rules of the
Depository, to issue a Record of Depositors, as at the latest date which is reasonably practicable which shall in any event be not less than 3 market days before the general meeting (hereinafter referred to as “the General Meeting Record of Depositors”).
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(iii) Subject to the Securities Industry (Central Depositories) (Foreign Ownership)
Regulations 1996 (where applicable), a depositor shall not be regarded as a Member entitled to attend any general meeting and to speak and vote thereat unless his name appears in the General Meeting Record of Depositors.
(g) Manner in which notice of meetings to be given
(i) Notice of a meeting of Members –
(aa) given in hard copy shall be sent to any Member either personally or by post to
the address supplied by the Member to the Company for such purpose; or
(bb) given in electronic form shall be transmitted to the electronic address provided by the Member to the Company for such purpose or by publishing on a website.
(ii) Where notice of a meeting of Members is given by the Company by publishing on a
website, the Company must notify the Members of the publication of the notice on the website together with the designated website link or address where a copy of the notice may be downloaded, and such notification shall be in writing and be given in hard copy or electronic form stating –
(aa) that it concerns a meeting of Members; and (bb) the place, date and time of the meeting.
(iii) The notice shall be made available on the website from the date that notice is given
under this Rule until the conclusion of the meeting.
(h) The contact details of the Member as provided to the Depository shall be deemed as the last known address provided by the Member to the Company for purposes of communication with the Member.
50. Special Resolution
(a) If the resolution is to be proposed as a special resolution, the Director shall be considered as not having duly called for the meeting if the notice of the resolution is not given in accordance with Section 292 of the Act.
(b) Where special notice is required of a resolution under the Act, the resolution shall not be
effective unless notice of intention to move such resolution is given to the Company at least twenty eight (28) days before the meeting at which it is to be moved. Where practicable, the Company shall give its Members notice of any such resolution in the same manner and at the same time as it gives notice of the meeting. Where it is not practicable to do so, the Company shall give notice of the resolution to the Members at least fourteen (14) days before the meeting by sending it –
(i) personally or by post to the address provided by the Member to the Company for such
purpose; or (ii) in electronic form to the electronic address provided by the Member to the Company
for such purpose.
(c) For the purposes of this Rule, the contact details of the Member as provided to the Depository shall be deemed as the last known address provided by the Member to the Company for purposes of communication with the Member.
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PROCEEDINGS AT GENERAL MEETINGS
51. No business to be transacted unless quorum present
No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Save as herein otherwise provided three (3) Members present in person shall be a quorum. For the purposes of this regulation a ‘Member’ includes a person attending as a proxy or representing a corporation which is a Member.
52. If no quorum meeting dissolved or adjourned
If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Directors may determine.
53. Chairman of Board to preside at all meetings
The Chairman, if any, of the Board of Directors or in his absence the Deputy Chairman shall preside as chairperson at every general meeting of the Company, or if there is no such Chairman or Deputy Chairman, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Members present shall elect one of their numbers to be chairperson of the meeting. A proxy shall not be eligible to be elected as the chairperson of the meeting.
54. Notice of adjourned meeting
(a) The chairperson may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
(b) Where a resolution is passed at an adjourned meeting of the Company or of holders of any
class of shares, the resolution shall, for all purposes, be treated as having been passed on the date on which it was in fact passed.
55. How resolution decided Subject to Rule 56 at any general meeting a resolution to put to the vote of the meeting shall be
decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:-
(a) by the chairperson; (b) by at least three (3) Members present in person or by proxy;
(c) by any Member or Members present in person or by proxy and representing not less than one-tenth of the total voting right of all Members having the right to vote at the meeting; or
(d) by Member or Members holding shares in the Company conferring a right to vote at the
meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.
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Unless a poll is so demanded a declaration by the chairperson that a resolution has on a show of hands been carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favor of or against the resolution. The demand for a poll may be withdrawn.
56. Resolution in notice to be decided by poll
Any resolution set out in the notice of any general meeting, or in any notice of resolution which may properly be moved and is intended to be moved at any general meeting shall be voted on by poll.
57. How poll to be taken
If a poll is duly demanded shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the chairperson directs, and the result of the poll shall be the resolution of the meetings at which the poll was demanded, but a poll demanded on the election of a chairperson or on a question of adjournment shall be taken forthwith.
58. (a) Chairperson’s determination in case of dispute In case of any dispute as to the admission or rejection of a vote the chairperson shall
determine the same and such determination shall be final and conclusive. (b) Chairperson to have a casting vote In case of an equality of votes, the chairperson (if he is also the Chairman or in his absence,
the Deputy Chairman of the Board of Directors) shall, both on a show of hands and on a poll, not have a casting vote. Where the Chairman or Deputy Chairman is also a Member of the Company, he shall not have the casting vote in addition to the votes to which he may be entitled as a Member.
59. Appointmet of scrutineer
The Company must appoint at least one (1) scrutineer to validate the votes cast by poll at any general meeting of the Company. Such scrutineer must not be an officer of the listed issuer or its related corporation, and must be independent of the person undertaking the polling process. If such scrutineer is interested in a resolution to be passed at the general meeting, the scrutineer must refrain from acting as the scrutineer for that resolution.
VOTES OF MEMBERS 60. Votes of Members
(a) Subject to any rights or restrictions for the time being attached to any class or classes of shares: -
(i) at meetings of Members or classes of Members each member entitled to vote shall be
entitled to be present and may vote in person, or by proxy or, being a corporation, by representative in respect of any share or shares upon which all calls due to the company has been paid;
(ii) On a show of hands every person present who is a Member, a proxy or a representative
of a Member has one vote, and on a poll every person present in person or by proxy or representative has one vote for each share he holds;
(iii) on a show of hands any Member who is a proxy for another Member and any person
who is a proxy for more than one Member shall have only one vote; and
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(iv) on a resolution to be decided by a show of hands, a Member who is a holder of
ordinary shares who is personally present and entitled to vote shall be entitled to one vote.
(b) Any proxy or representative appointed to vote and attend instead of a Member shall have the
same right as the Member to speak at the meeting. (c) Subject to Rules 62, 65, 66, and 67, a Member of the Company entitled to attend and vote at a
meeting of the Company, or at a meeting of any class of Members of the Company, shall be entitled to appoint any person as his proxy to attend and vote instead of the Member at the meeting. There shall be no restriction as to the qualification of the proxy.
(d) Notwithstanding the Rule 60(a) above, no Member shall be entitled to vote at a general
meeting unless all calls or other sums presently payable by the Member in respect of his shares has been paid.
61. Resolutions of Members
(a) An ordinary resolution of the Members or a class of Members of the Company shall be passed by a simple majority of more than half of such Members who are entitled to vote and do vote in person, or where proxies are allowed, by proxy at a meeting of Members.
(b) A special resolution of the Members or class of Members of a company shall be passed by a
majority of not less than seventy-five per cent (75%) of such Members who are entitled to vote and do vote in person, or where proxies are allowed, by proxy at a meeting of Members.
62. Votes of mentally disordered Members
A Member who is of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental disorder may vote whether on a show of hands or on a poll, by his committee or by such other person as properly has the management of his estate, and any such committee or other person may vote by proxy or attorney.
63. Members indebted to Company in respect of shares not entitled to vote
No Member shall be entitled to vote at any general meeting unless all calls, or other sums presently payable by him in respect of shares in the Company have been paid.
64. Raising objections to voting qualifications
No objections shall be raised to the qualification of any voter except at the meeting or adjourned at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes and such objection made in due time shall be referred to the chairperson of the meeting whose decision shall be final and conclusive.
65. Appointment of proxy
(1) Subject to sub-rules (2) and (3), a Member shall be entitled to appoint up to two (2) persons as his proxy to exercise all or any of his rights to attend, participate, speak and vote at a general meeting. A Member who appoints more than one (1) proxy in relation to a general meeting must specify the proportion of his shareholding represented by each proxy.
(2) Where a Member entitled to vote on a resolution has appointed a proxy, the proxy shall only
be entitled to vote on a show of hands if he is the only proxy appointed by the Member.
(3) Where a Member entitled to vote on a resolution has appointed more than one (1) proxy –
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(a) the proxies shall only be entitled to vote on a poll; and (b) the appointment shall not be valid unless he specifies the proportions of his
shareholding to be represented by each proxy. 66. Instrument appointing a proxy to be in writing
The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointer or of his attorney duly authorized in writing or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorized. A proxy may but need not be a Member of the Company. The instrument appointing a proxy to vote on a matter at a general meeting shall be deemed to confer authority to demand or join demanding a poll.
67. (a) Attorney as proxy
A copy of the duly registered power of attorney referred to in Rule 66 shall be deposited with the Company together with the instrument appointing the proxy, as provided for in Rule 70.
(b) Corporation can appoint representative
(i) A Member which is a corporation may by resolution of its Board or other governing body authorise a person or persons to act as its representative or representatives at any meeting of Members of the Company.
(ii) If the corporation authorises only one person, the person shall be entitled to exercise
the same powers on behalf of the corporation as the corporation could exercise if he was an individual Member of the Company.
(iii) If the corporation authorises more than one person as its representative, every one of
the representatives is entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if every one of the representatives was an individual Member of the Company.
(iv) If the corporation authorises more than one person and more than one of the
representatives purport to exercise the power under Rule 67(b)(iii):
(aa) if the representatives purport to exercise the power in the same way, the power is treated as exercised in that way; or
(bb) if the representatives do not purport to exercise the power in the same way, the
power is treated as not exercised. (v) The authority given by a corporation to a representative may be for a particular
general meeting or for all meetings of the Company. In the case of the latter, the person authorised shall be entitled to exercise his powers on behalf of the corporation until his authority is revoked by the corporation.
(vi) A certificate of authorisation by the corporation shall be prima facie evidence of the
appointment or revocation of the appointment, as the case may be, under Rule 67(b)(i).
68. Appointment of more than one proxy
Where a Member of the Company 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.
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69. Appointment of multiple proxies
(a) Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorized nominee may appoint in respect of each omnibus account it holds.
(b) An exempt authorised nominee refers to an authorised nominee defined under the Securities
Industry (Central Depositories) Act 1991 (“SICDA”) which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.
70. Form of proxy may allow voting for or against Where it is desired to afford Members an opportunity of voting for or against a resolution the
instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:-
SYARIKAT TAKAFUL MALAYSIA BERHAD I/We …………………………………….., being a Member/Members of the abovenamed Company, hereby appoint …………..…………………… of …………………………………. or the * Chairman of the meeting failing him ……………………………………… of ………………………………… as my/our proxy to vote for me/us on my/our behalf at the (annual or extraordinary, as the case may be) general meeting of the Company, to be held on the ………….. day of ……………………....20……………. and at any adjournment thereof. *If you wish to appoint other person(s) to be your proxy/proxies, kindly delete the words “The Chairman of the meeting or failing him” and insert the name(s) of the person(s) desired. Please indicate an “X” in the space provided below, how you wish your vote to be cast in respect of the following resolutions. In the absence of specific directions, your proxy may vote or abstain at his/her discretion. If you appoint two (2) proxies, please specify the proportions of holdings to be represented by each proxy. My/Our proxy is to vote as indicated hereunder -
Resolution
For
Against
*To be completed by authorised nominees Dated this .............. day of ............................. ................................................................................... Signature/Common Seal of Shareholder 71. Instrument appointing a proxy to be left at the office The instrument appointing a proxy and the power of attorney or other authority, if any, under which
it is signed or a notarially certified copy of that power or authority shall be deposited at the
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registered office of the Company, or at such other place within Malaysia as is specified for that purpose in notice convening the meeting or adjourned meeting, not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting, at which the person named in the instrument proposes to vote, or , in the case of a poll, not less than twenty-four (24) hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.
72. When vote by proxy valid though authority revoked
A vote given in accordance with terms of an instrument of a proxy or attorney shall be valid notwithstanding the previous death or unsoundness of mind of the principal or revocation of the instrument or of the authority under which the instrument was executed, or the transfer of the share in respect of which the instrument is given, if no intimation in writing of such death, unsoundness of mind, revocation, or transfer as aforesaid has been received by the Company at the registered office not less than twenty-four (24) hours before the time for holding the meeting of Members or adjourned meeting at which the instrument is used.
DIRECTORS’ APPOINTMENT, ETC. 73. First Directors
The first Directors and founder Members of the Company shall be Dr. Abdul Halim bin Haji Ismail and Mohd Fadzli bin Yusof.
74. Retirement of Directors
All Directors of the Company shall retire from the office at least once every 3 years and at the Annual General meeting, one third (1/3) of the Directors for the time being, or if their number is not three or a multiple of three, then the number nearest to one-third (1/3), shall retire from office.
75. Retiring Director eligible for re-election A retiring Director shall be eligible for re-election. 76. Election of Directors An election of Directors shall take place each year. 77. Senior Directors to Retire
The Directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
78. (a) Office may be filled at meeting at which Director retires Where, at any general meeting, any Director retires in the manner provided under Rules 74
and 75, the Company may - (i) appoint a person to fill up the vacancy; or (ii) resolve that the number of Directors be reduced accordingly.
(b) This Rule shall only apply where a retiring Director chooses not to seek re-election, or where he elects to seek re-election by the resolution for his re-election was put to the meeting and lost.
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(c) No notice shall be required to be given in respect of an appointment under sub-rule (a)(i).
79. Person offering himself for election to be Director must give notice
(a) No person, not being a retiring Director shall be eligible for election to the office of Director at any general meeting unless some other Member intending to propose him, has, at least 11 clear days before the meeting left at the Registered Office a notice in writing duly signed by the nominee giving his consent to the nomination and, signifying his candidature for the office, or the intention of such Member to propose him; provided that in the case of a person recommended by the Directors for election, 9 clear days notice only shall be necessary, and notice of each and every candidature for election to the Board of Directors shall be served on the registered holders of shares at least 7 days prior to the meeting at which the election is to take place.
(b) For the avoidance of doubt, this Rule shall not apply in a case where the Company is
appointing a person to be a Director under Rule 78. 80. If places not filled up retiring Director deemed re-elected
Subject to any resolution reducing the number of Directors, if at any meeting at which an election of Directors ought to take place, the places of the Directors retiring at the meeting, or some of them are not filled up the retiring Directors, or such of them as have not had their places filled up, shall, if willing to act, be deemed to have been re-elected, unless at the meeting it is expressly resolved not to fill the vacated office or unless a resolution for the re-election of the Director is put to the meeting and lost.
81. Number of Directors
The number of Directors shall be not less than five (5) and not more than ten (10). Subject to the foregoing, the Company may from time to time by ordinary resolution passed at a general meeting increase or reduce the number of Directors and may also determine in what rotation the reduced or increased number is to go out of office.
82. Directors may be removed by ordinary resolution
(a) The Company may by ordinary resolution remove any Director before the expiration of his period of office, and may by an ordinary resolution appoint another person in his stead; the person appointed shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director.
(b) Special notice is to be given to the Company of a resolution to remove a Director under this
Rule or to appoint another person instead of the Director at the same meeting. (c) Notwithstanding this Rule, if a Director was appointed to represent the interests of any
particular class of Members or debenture holders, the resolution to remove the Director shall not take effect until the Director’s successor has been appointed.
83. Casual vacancy to be filled by Directors The Directors shall have power at any time and from time to time to appoint any person to be a
Director either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at the meeting.
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84. Remuneration of Directors
(a) The fees and any benefits payable to the Directors of the Company shall be subject to annual shareholders’ approval at a general meeting. The Directors must also be paid all traveling, hotel, and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or in connection with the business of the Company.
(b) Fees payable to non executive Directors shall be by a fixed sum and not by a commission on, or a percentage of, profits or turnover. Salaries payable to Directors who hold executive office in the Company may not include a commission on or percentage of turnover.
85. Directors’ qualification
There shall be no shareholding qualification for Directors.
86. Office of Director vacated in certain cases
The office of Director shall ipso facto become vacant if the Director:-
(a) falls within the circumstances set out in Section 208 of the Act;
(b) is dismissed from his office by a written resolution of at least 75% of his co-directors;
(c) without the consent of the Company in general meeting hold any other office of profit under the Company except that of Managing or Executive Director;
(d) is directly or indirectly interested in any contract or proposed contract with the Company and fails to declare the nature of this interest in manner required by the Act;
(e) is dismissed from his office by his fellow Directors on account of his failure to attend at least 75% of the meetings of the Board of Directors held in a financial year;
(f) is absent from more than 50% of the total Board of Directors’ meetings held from the date of his election or appointment as a Director to the end of the then current financial year of the Company, except when an exemption or waiver is obtained from the Exchange or any other relevant authorities; or
(g) is convicted by a court of law, whether in Malaysia or elsewhere, in relation to any of the offences set out in Paragraph 15.05 (1) of the Listing Requirements as follows:-
(i) an offence in connection with the promotion, formation or management of a company;
(ii) an offence involving bribery, fraud or dishonesty or where the conviction involved a finding that he acted fraudulently or dishonestly; or
(iii) an offence under the securities laws (means the Capital Markets and Services Act, 2007, the Securities Industry (Central Depositories) Act, 1991 and the Securities Commission Act, 1993) or the Companies Act, 2016.
87. Acts done in good faith by Director whose office is vacated
Any act done in good faith by a Director whose office is vacated as aforesaid shall be valid unlessprior to the doing of such act written notice has been served upon the Director or an entry has beenmade in the Directors’ Minute Book stating that such Director has ceased to be a Director of theCompany.
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88. The Company shall at every Annual General Meeting review the suitability of any Director who has failed without valid reason to attend at least 75% of the meetings of the Board of Directors held in a financial year and shall remove any Director who has so failed for a period of two (2) consecutive years.
POWERS AND DUTIES OF DIRECTORS 89. (a) General Powers of Directors
The business of the Company shall be managed by the Directors who may pay all expenses incurred in promoting and registering the Company, and may exercise all such powers of the Company as are not, by the Act or by these regulations required to be exercised by the Company in general meeting, subject, nevertheless, to any of these regulations, to the provisions of the Act, and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.
(b) The Directors shall not enter or carry into effect any arrangement or transaction for—
(i) the acquisition of an undertaking or property of a substantial value; or (ii) the disposal of a substantial portion of the Company’s undertaking or property unless-
(aa) the entering into the arrangement or transaction is made subject to the approval
of the Company by way of a resolution; or (bb) the carrying into effect of the arrangement or transaction
has been approved by the Company by way of a resolution.
90. (a) Directors’ borrowing powers
The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property, and uncalled capital or any part thereof and to issue debentures and other securities whether outright or at security for any debt, liability, or obligation of the Company PROVIDED THAT the Directors shall not borrow any money or mortgage or charge any of the Company’s undertaking, property, or any uncalled capital, or to issue debentures and other securities whether outright or at security for any debt, liability or obligation of an unrelated third party.
(b) Issue of notes, etc.
Subject to the Company’s approval at general meeting, any notes, debentures, or other securities may be issued with any special privileges as to redemption, surrender, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.
91. Use of official seal The Directors may exercise all the powers of the Company in relation to any official seal (or use
outside Malaysia and in relation to branch registers. 92. Attorneys
The Directors may from time to time by power of attorney appoint any corporation, firm, or person or body of person whether nominated directly or indirectly by the Directors, to be the attorney or
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attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these regulations) and for such period and subject to such conditions as they may think fit, and such powers dealing with any such attorney as the Directors may think fit and may also authorize any such attorney as the Directors may think fit and may also authorize any such attorney to delegate all or any of the powers, authorities, and discretions vested in him.
93. Signing negotiable instruments and receipts
All cheques, promissory notes, drafts, bill of exchange, and other negotiable instruments, and allreceipts for money paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwiseexecuted, as the case may be by any two (2) Directors or in such other manner as the Directors fromtime to time determine.
94. Directors to cause minutes to be made
The Directors shall cause minutes to be made:-
(a) of all appointments of officers to be engaged in the management of the Company affairs;
(b) of names of Directors present at all meetings of the Company and of the Directors; and
(c) of all proceedings at all meetings of the Company and of the Directors.
Such minutes shall be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting.
PROCEEDINGS OF DIRECTORS
95. (a) Proceedings, meetings of Directors and quorum
The Directors may meet together for the despatch of business adjourn and otherwise regulate their meetings as they think fit, and unless otherwise determined by the Directors, the quorum necessary for the transaction of business shall be at least half of the Board of Directors at the time being. A Director interested in a contract or a proposed contract or arrangement shall not be counted for the purposes of determining a quorum.
(b) A meeting of the Directors for the time being at which a quorum is present shall be competent to exercise all or any of the authorities powers and discretions by or under these Rules for the time being vested in or exercisable by the Directors generally.
96. Meeting of the Directors by Instantaneous Telecommunication Device
(a) A meeting of the Directors may be held either—
(i) by a number of the Directors who constitute a quorum, being assembled together at the place, date, and time appointed for the meeting; or
(ii) by means of audio, or audio and visual, communication by which all Directors participating and constituting a quorum can simultaneously hear each other throughout the meeting.
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(b) Participation by a person in a meeting by means of audio, or audio and visual, communication facilities shall be treated as presence in person by that person at the said meeting and shall be counted towards the quorum notwithstanding the fact that he is not physically present at the venue where the meeting is to be held.
(c) For avoidance of doubt, such a meeting shall be deemed to be held at the place where the chairperson of the meeting is at the start of the meeting.
(d) Such a meeting shall not be deemed to have proceeded for such period or periods where the audio, or audio and visual, communication facilities have been disconnected.
(e) The chairperson shall have the discretion to postpone the meeting which had been disconnected and which cannot be reconnected within a reasonable time, to another date and time to be agreed by the participants of the meeting.
97. Votes of the Directors
(a) Each Director present at a meeting of the Directors shall have one (1) vote.
(b) A Director present at a meeting of the Directors is presumed to have agreed to and to have voted in favour of a resolution of the Directors unless he expressly dissents from or votes against the resolution at the meeting.
98. (a) Directors may contract with the Company
No Director or intending Director shall be disqualified by reason of his office from holding any other office or place of profit under the Company (other than that of auditor) or under any company in which the Company shall be a shareholder or otherwise interested or from contracting with the Company either with regard to his tenure of any such office or place of profit or as vendor, purchaser or otherwise nor shall any such contract or any proposed contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested be liable to be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established provided always that Section 221 and all other relevant provisions of the Act and these Rules are complied with.
(b) No voting in respect of contract of which a Director is interested
A Director shall not vote in respect of any contract or proposed contract or arrangement in which he is interested directly or indirectly and if he shall do so his vote shall not be counted.
(c) A general notice given to the Directors by any Director to that effect that he is a member of any specified company or firm and is to be regarded as interested in any contract which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in relation to any contract so made.
99. Chairman entitled to casting vote
Questions arising at any meeting shall be decided by a majority of votes. In case of an equality ofvotes, the Chairman (if he is also the Chairman of the Board of Directors) shall have a second orcasting vote PROVIDED THAT where the quorum is reduced to less than four (4) pursuant to Rule95(a) the Chairman shall not have a casting vote in the following circumstances:
(a) at a meeting at which only two (2) Directors are competent to vote on the question at issue; (b) at a meeting at which the quorum is reduced to two (2).
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100. Appointment of Alternate Director
Any Director (other than an Alternate Director) may appoint any person to act as his alternate provided that:
(a) such a person is not a Director of the Company; (b) such a person does not act as an alternate for more than one Director of the Company; (c) the appointment is approved by a majority of his co-Directors; (d) such person is willing to act, to be an Alternate Director; (e) such Alternate Director may be removed from office by the Director so appointed him; and (f) any fee paid by the Company to the Alternate Director shall be deducted from that Director’s
remuneration. 101. Calling of meetings
(a) Any two (2) Directors may at any time and the Secretary upon the request of the Directors shall convene a meeting of the Directors.
(b) Except as provided under sub-rule (c), a Director who is at any time not in Malaysia shall not
during such time be entitled to notice of any such meeting.
(c) A notice of a meeting of Directors shall in the case of a foreign Director be sent to his address in Malaysia.
102. Vacancies in Board The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as
their number is reduced below the minimum number fixed by or pursuant to the regulations of the company, the continuing Directors may, except in an emergency, act only for the purpose of increasing the number of Directors to such minimum number, or to summon a general meeting of the company.
103. Directors may delegate their powers The Directors may delegate any of their powers to committees consisting of such member or
members of their body or of such other person or persons as they think fit, any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.
104. Meetings of Committees
(a) The meetings and proceedings of any such committee consisting of two (2) or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors so far as the same are applicable thereto and are not superseded by any regulations made by the Directors under this Rule.
(b) The quorum necessary for any meeting and proceeding of any such committee shall consists
of any two (2) members of the committee. 105. Validity of acts All acts done by any meeting of the Directors or of a committee of Directors or by any person acting
as a Director, Manager, or Secretary or by any other committee shall, notwithstanding that it is
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afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or a member of such other committee. Provided always that nothing in this Rule shall be deemed to give validity to acts done by such Director, Manager, or Secretary or by any other committee or persons acting as aforesaid after it had been discovered that there was some defect in such appointment or that they or any of them were disqualified.
106. Resolution signed by Directors to be valid
(a) A resolution in writing, signed by all the Directors for the time being present in Malaysia and entitled to receive notice of a meeting of the Directors or of a committee of Directors, shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted.
(b) Any such resolution may consist of several documents, including facsimile or other similar
means of communication, in similar form and each document shall be signed or assented to by one or more Directors, all of which taken together and when delivered to the Secretary shall constitute one and the same resolution.
(c) A copy of any such resolution shall be entered in the minute book of board proceedings.
MANAGING DIRECTOR 107. Appointment of Managing or Executive Director
(a) Subject to Rule 10 hereof, the Directors may from time to time appoint one of their body to the office of Managing or Executive Director for such period and on such terms as they think fit but if the appointment is for a fixed term the term shall not exceed three (3) years and subject to the terms of any agreement entered into in any particular case may revoke any such appointment.
(b) A Managing Director, or a person performing the functions of a Managing Director, by
whatever name called, shall be subject to the control of the Directors. 108. Powers The Directors may entrust to and confer upon a managing or executive Director or any officer of the
company for the time being any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers and may from time to time revoke, withdraw, alter, or vary all or any of those powers.
SECRETARY
109. Secretary
(a) The Secretary shall be appointed by the Directors in accordance with the Act, for such term, at such remuneration, and upon such conditions as they may think fit; and any Secretary so appointed may be removed by them.
(b) If deemed fit by the Directors, two (2) or more persons may be appointed as joint Secretaries.
(c) The Directors may also appoint an Assistant or Deputy Secretary and the foregoing provisions of this Rule shall apply in relation to such office.
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SEAL
110. Seal to be used only with authority of Directors and the instruments to be signed by one Director and
counter-signed
The Directors shall provide for the safe custody of the Seal, which shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf, and every instrument to which the Seal is affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose.
ACCOUNTS 111. (a) Accounts The Directors shall cause accounting records to be kept in accordance with the provisions of
the Act:-
(i) to sufficiently explain the transactions and financial position of the Company and enable true and fair profit and loss accounts and balance sheet and documents to be attached thereto to be prepared; and
(ii) in a manner as to enable such accounting and other records to be conveniently and
properly audited.
(b) The Company, its Directors and Managers shall cause the appropriate entries to be made in the accounting and other records within sixty (60) days of the completion of the transactions to which the entries relate.
(c) The records referred to in this Rule shall be retained for seven (7) years after the completion
of the transactions or operations to which the entries relate. (d) Custody of books The accounting records shall be kept at the Registered Office or subject to the Act, at such
other place as the Directors think fit and shall always be open to inspection by the Directors. (e) Inspection
(i) The Directors shall from time to time determine whether in any particular case or class of cases or generally, and to what extent, and at what times and places and under what conditions the accounts and books of the Company or any of them shall be open to the inspection of Members.
(ii) No Member (not being a Director) shall have any right of inspecting any account or
book or document of the Company, except as conferred by Act or authorised by the Directors or by a resolution of the Company in general meeting.
(f) Copy of report to Members
A copy of the reports by the Directors and auditors of the Company, the profit and loss accounts, balance sheet and group accounts (if any) (including all documents required by law to be annexed or attached to all or any of them), in printed form or in CD-ROM form or in such other form of electronic media, shall be sent (not later than six (6) months after the close of the financial year and at least twenty-one (21) days before the general meeting at which they are to be laid) to all Members, holders of debentures and all other persons entitled to
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receive notices of general meetings under the Act or this Constitution. The interval between the close of financial year of the Company and the issue of the annual audited accounts, the Directors’ and auditors’ reports shall not exceed four (4) months. 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. The required number of copies of each of these documents shall at the same time be sent to the Exchange.
AUDITORS 112. Appointment of Auditors Auditors shall be appointed and their duties regulated in accordance with the Act.
DISTRIBUTIONS AND RESERVES 113. Declaration of distributions The Directors may from time to time pay to the Members such distributions and interim distributions
as appear to the Directors to be justified by the profits of the Company. 114. Distributions to be paid only out of profits
(a) No distribution shall be paid otherwise than out of profits of the Company. (b) Before a distribution is made by the Company to any Member, such distribution must be
authorised by the Directors. The Directors may authorise a distribution at such time and in such amount as they consider appropriate, if they are satisfied that the Company will be solvent immediately after the distribution is made. A declaration by the Directors as to the amount of the profits of other monies at any time available for dividends shall be conclusive.
(c) If after a distribution is authorised and before it is made, the Directors cease to be satisfied on
reasonable grounds that the Company will be solvent immediately after the distribution is made, the Directors shall take all necessary steps to prevent the distribution from being made.
(d) For the purposes of this Rule, the Company is regarded as solvent if the Company is able to
pay its debts as and when the debts become due within twelve months (12) immediately after the distribution is made.
115. Directors may form reserve fund and invest The Directors may, before recommending any distributions, set aside out of the profits of the
Company such sums as they think proper as reserves which shall, at the discretion of the Directors be applicable for any purpose to which the profits of the Company may be properly applied, and pending any such application may at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares in the Company) as the Directors may from time to time think fit. The Directors may also without placing the same to reserve carry forward any profits which they may think prudent not to divide.
116. Payment of distributions
Subject to the rights of persons, if any, entitled to shares with special rights as to distribution, all distributions shall be declared and paid according to the amounts paid or credited as paid on the
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shares in respect whereof the distribution is paid, but not amount paid or credited as paid on a share in advance of call shall be treated for the purpose of this regulation as paid on the share. All distributions shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the distribution is paid; but if any share is issued on terms providing that it shall rank for distribution as from a particular date that share shall rank for distribution accordingly.
117. Directors may deduct from distributions sums owed to Company The Directors may deduct form any distribution, bonus or other moneys payable to any Member all
sums of money (if any) presently payable by him to Company on account of call or otherwise in relation to the shares of the Company.
118. General Meeting may pay distribution in specie Any general meeting declaring a distribution or bonus may direct payment of such distribution or
bonus wholly or partly by the distribution of specific assets and in particular of paid-up shares, debentures or debenture stock of any other company or in any one or more of such ways and the Directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution the Directors may settle the same as they think expedient, and fix the value for distribution of such specific assets of any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Directors.
119. Distribution payment through the post or by direct electronic transfer
Any distribution, 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. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Payment of distribution may also be made by direct transfer electronically subject to the provisions of the Act, Rules of the Depository, the Listing Requirements of the Exchange and/or other regulatory authorities, to the bank account of the holder. Payment of distribution by cheque, warrant or by direct electronic transfer as aforesaid shall be a good discharge of the Company regardless of the fact that it may subsequently be found that there is any discrepancy in the details of the bank account given by the holder.
CAPITALIZATION OF PROFITS 120. Company may capitalize reserves and undivided profits The Company in general meeting may upon the recommendation of the Directors resolve that it is
desirable to capitalize any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the Members who would have been entitled thereof if distributed by way of distribution and in the same proportions on condition that the same be not paid cash but applied either in or towards paying up any amounts for the time being unpaid on any shares held by such Members respectively or paying up in full unissued shares or debentures of the Company to be allotted and distribute credited as fully paid up to and amongst such Members in the proportion aforesaid, or partly in the other, and the Directors shall give effect to such resolution.
121. Procedure on capitalisation Whenever such a resolution as aforesaid shall have been passed, the Directors shall do all acts
required to give effect to the resolution and shall have the power to –
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(a) make payment in cash in lieu of issuing fractions of shares or debentures to any Member; and (b) authorise any person to enter on behalf of all the Members entitled to any shares or
debentures into an agreement with the Company for –
(i) the allotment and issue to those Members of any shares or debentures credited as fully paid up, upon such capitalisation; or
(ii) the payment by the Company on behalf of those Members, of their respective
proportions of the profits to be capitalised of the amount or any part of the amount remaining unpaid on their existing shares,
in accordance with the resolution. Any agreement made pursuant to this Rule shall be effective and binding on all Members.
NOTICE 122. (a) How notices to be served on Members A notice may he given by the Company to any Member either by:-
(i) serving it on him personally; (ii) sending it by post to him at his address in Malaysia as shown in the Register or as
supplied by him to the Company for the giving of notices to him; or (iii) sending it to him in electronic form.
(b) Member to notify and register his address If a Member has no registered address in Malaysia and has not supplied to the Company an
address within Malaysia or Singapore for the giving of notices to him a notice advertised in a newspaper circulating in the neighbourhood of the Registered Office of the Company shall be deemed to be duly given to him on the day on which the advertisement appears.
(c) When notice by post deemed to be served
(i) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, preparing, and posting a letter containing the notice, and to have been served, in the case of a notice of a meeting, on the day after the date of its posting and, in any other case, at the time at which the letter would be delivered in the ordinary course of post.
(ii) Where a notice is sent in electronic form to the electronic address of a Member,
service of the notice shall be deemed to be effected at the time of transmission provided always that the Company obtains the reply message or other applicable proof indicating that the electronic communication has been delivered.
(d) Certificate of posting A certificate in writing signed by a Director or any other officer of the Company that the
envelope or wrapper containing the notice was so addressed, prepaid and posted shall be conclusive evidence thereof. Any notice given by advertisement shall be deemed to have been given on the day on which the advertisement shall first appear.
(e) Authority The signature to any notice to be given by the Company may be written or printed.
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(f) Period of notice Where a given number of days’ notice or notice extending over any other period is required to
be given, the day of service and the day on which the notice is to be operative shall be excluded in computing such number of days or other period.
(g) Every person who becomes entitled to a share shall be bound by any notice in respect of that
share which before his name is entered in the Register has been duly given to a person from whom he derives his title.
123. Notices in case of death or bankruptcy A notice may be given by the Company to the persons entitled to a share in consequence of the death
or bankruptcy of a Member by sending it through the post in a prepaid letter addressed to them by name, or by the title of representatives of the deceased or assignee of the bankrupt, or by any like description, at the address, if any, within Malaysia supplied for the purpose by the persons claiming to be so entitled, or (until such an address has been so supplied) by giving notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.
124. Notice of general meeting
(a) Notice of every general meeting shall be given in any manner herein before authorized to:-
(i) every Member of the Company except those Members who (having no registered address within Malaysia) have not supplied to the Company an address within Malaysia for the giving of notice to them;
(ii) every person entitled to a share in consequence of the death, bankruptcy or insolvency
of a Member who, but for his death, bankruptcy or insolvency, would be entitled to receive notice of the meeting;
(iii) the auditor for the time being of the Company; (iv) every stock exchange on which the Company’s shares are listed; and (v) every Director for the time being of the Company. (b) No other person shall be entitled to receive notices of general meetings.
WINDING-UP
125. On a winding up of the Company the balance of the assets available for distribution among the Members shall (subject to any special rights attaching to any class of shares) be applied in repaying to the Members the amounts paid up on the shares held by them and any surplus assets will belong to the holders of any issued ordinary shares according to the respective numbers of shares held by them or, if there are no issued ordinary shares, to the holders of any issued unclassified shares according to the respective numbers of shares held by them.
126. Distribution in specie If the company is wound up the liquidator may, with the sanction of a special resolution of the
Company divide amongst the Members in kind the whole or any part of the assets of the Company (whether they consists of property of the same kind or not) and may for the purpose set such value as he deems fair upon any property to be divided as aforesaid any may determine how the division shall be carried out as between the Members. The liquidator may, with the like sanction, vest the whole or
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any part of any such assets in trustees upon such trusts for the benefit of the contributors as the liquidator, with the like sanction, thinks fit, but so that no number shall be compelled to accept any shares or other securities whereon there is any liability.
INDEMNITY 127. Indemnity
(1) Subject to the provisions of the Act, the Company may indemnify an officer of the Company
for any costs incurred by him or the Company in respect of any proceedings–
(a) that relate to the liability for any act or omission in his capacity as an officer; and (b) in which judgment is given in favour of the officer or in which the officer is acquitted
or is granted relief under the Act, or where proceedings are discontinued or not pursued.
(2) Subject to the provisions of the Act, the Company may indemnify an officer of the Company
in respect of –
(a) any liability to any person, other than the Company, for any act or omission in his capacity as an officer;
(b) any costs incurred by that officer in defending or settling any claim or proceedings
relating to such liability except –
(i) any liability of the Director to pay -
(aa) A fine imposed in criminal proceedings; or (bb) a sum payable to a regulatory authority by way of a penalty in respect of
non-compliance with any requirement of a regulatory nature, howsoever arising; or
(ii) any liability incurred by the Director -
(aa) in defending any criminal proceedings in which he is convicted; or (bb) in defending any civil proceedings brought by the Company, or an
associated company, in which judgment is given against him; or (cc) any costs incurred in connection with an application for relief under the
Act.
(3) The Company may, with the prior approval of the Board, effect insurance for an officer of the Company in respect of –
(a) civil liability, for any act or omission in his capacity as an officer; and (b) costs incurred by that officer in defending or settling any claim or proceeding relating
to any such liability; or (c) costs incurred by that officer in defending or settling any proceedings that have been
brought against that person in relation to any act or omission in that person’s capacity as an officer –
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(i) in which that person is acquitted; (ii) in which that person is granted relief under the Act; or (iii) where proceedings are discontinued or not pursued.
(4) The provisions of sub-rules (1), (2)(a) and 2(b) above shall not apply to any civil or criminal
liability in respect of a breach by a Director of his duties under section 213 of the Act.
(5) The Directors shall –
(a) record or cause to be recorded in the minutes of the Board; and (b) disclose or cause to be disclosed in the Directors’ report referred to in section 253 of
the Act.
(6) The particulars of any indemnity given, or insurance effected for any officer of the Company.
For the purpose of this Rule –
(a) “officer” includes –
(i) any Director, Manager, Secretary or employee of the Company;
(ii) a former officer;
(iii) a Receiver or Receiver and Manager of any part of the undertaking of the Company appointed under a power contained in any instrument; and
(iv) any Liquidator of the Company appointed in a voluntary winding up, but does
not include –
(aa) any Receiver who is not also a Manager; (bb) any Receiver and Manager appointed by Court; or (cc) any Liquidator appointed by the Court or by the Creditors of the Company;
(b) “effect insurance” includes payment, whether directly or indirectly, the costs of the
insurance; and
(c) “indemnify” includes relief or excuse from liability, whether before or after the liability arises, and “indemnity” has a corresponding meaning.
SECRECY 128. Secrecy Save as may be expressly provided by the Act, no Member shall be entitled to enter into or upon or
inspect any premises or property of the Company nor to require discovery of any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret, mystery of trade or secret process which may relate to the conduct of the business of the Company and which, in the opinion of the Directors, it would be inexpedient in the interests of the Members of the Company to communicate to the public.
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ALTERATION OF CONSTITUTION
129. Alteration of Constitution No deletion, amendment or addition to any of this Constitution shall be made unless prior written
approval has been sought and obtained from the Exchange or any other stock exchange on which the Company’s shares are listed from such deletion, amendment or addition.
130. Effect of the Exchange Listing Requirements
(a) Notwithstanding anything contained in this Constitution, if the Listing Requirements prohibit an act being done, the act shall not be done.
(b) Nothing contained in this Constitution shall prevent an act being done if the Listing
Requirements require such act to be done. (c) If the Listing Requirements require an act to be done or not to be done, authority is given for
that act to be done or not to be done (as the case may be). (d) If the Listing Requirements require this Constitution to contain a provision and they do not
contain such a provision, this Constitution shall be deemed to contain such provision. (e) If the Listing Requirements require this Constitution not to contain a provision and they
contain such a provision, this Constitution shall be deemed not to contain such provision. (f) If any provision of this Constitution is or becomes inconsistent with the Listing
Requirements, this Constitution shall be deemed not to contain such provision to the extent of the inconsistency.
(g) For the purpose of this Constitution, unless the context otherwise requires, “Listing
Requirements” means the Listing Requirements of the Exchange including any amendment to the Listing Requirements that may be made from time to time.”
COMPLIANCE
131. Notwithstanding these Rules, the Company shall comply with the Act, the Central Depositories Act, the Rules of the Depository and the Listing Requirements in respect of all matters where applicable.
132. If any of the Rules in this Constitution is inconsistent with or in breach of any of the provisions of
the Act other than any replaceable Rule which has been modified, replaced or excluded by the provisions in this Constitution, then –
(a) that Rule shall be read down to the extent necessary to comply with the provisions of the Act;
and (b) that Rule or those portions thereof which are inconsistent with or in breach of any provision
of the Act shall be struck out and deemed not to form part of this Constitution.
174
SYARIKAT TAKAFUL MALAYSIA BERHAD (Company No: 131646-K)(Incorporated in Malaysia)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING (“EGM”) of SYARIKAT TAKAFUL MALAYSIA BERHAD will be held at Dewan Ahmad Mohamed Ibrahim, 5th Floor, Annexe Block, Menara Takaful Malaysia, No. 4, Jalan Sultan Sulaiman, 50000 Kuala Lumpur on Thursday, 24 May 2018 at 2:30 p.m. to consider and if deemed fit, to pass with or without modifications, the following Special Resolutions:
1. Proposed Change of Name of the Company from “Syarikat TakafulMalaysia Berhad” to “Syarikat Takaful Malaysia Keluarga Berhad”(“Proposed Change of Name”)
“THAT the name of the Company be changed from “Syarikat Takaful MalaysiaBerhad” to “Syarikat Takaful Malaysia Keluarga Berhad” effective from thedate of issuance of the Notice of Registration of New Name by the CompaniesCommission of Malaysia to the Company and that all references in theCompany’s Constitution in relation to the name “Syarikat Takaful MalaysiaBerhad” wherever the same may appear, shall be deleted and substituted with“Syarikat Takaful Malaysia Keluarga Berhad”.
AND THAT the Board of Directors be and are hereby authorised andempowered to carry out all the necessary steps and formalities in effecting theProposed Change of Name.” (Special Resolution 1)
2. Proposed Amendments to the Company’s Constitution (“ProposedAmendments”)
“THAT the Proposed Amendments as set out in Appendix I and the Constitutionincorporating the Proposed Amendments as set out in Appendix II of theCircular to Shareholders dated 2 May 2018 be and are hereby approved andadopted as the Constitution of the Company in substitution for, and to theexclusion of the existing Constitution of the Company.
AND THAT the Board of Directors of the Company be and are herebyauthorised and empowered to take all acts, deeds and things as are necessaryand/or expedient in order to implement, finalise and give full effect to theProposed Amendments with full powers to assent to any conditions,modifications and/or amendments as may be required by any relevantauthorities.” (Special Resolution 2)
FURTHER NOTICE IS HEREBY GIVEN THAT for the purpose of determining a member who shall be entitled to attend the EGM, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd., in accordance with Article 41(f)(ii) of the Constitution of the Company and Section 34(1) of the Securities Industry (Central Depositories) Act 1991, to issue a General Meeting Record of Depositors as at 16 May 2018. Only a depositor whose name appears on the Record of Depositors as at 16 May 2018 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his/her behalf.
By Order of the Board
MOHAMAD ASRI YUSOFF (MIA 14171) Company Secretary Kuala Lumpur 2 May 2018
174 175
Explanatory Notes: 1. Appointment of Proxy
(i) A member of the Company entitled to attend and vote at this meeting is entitled to appoint not more than
two (2) proxies to attend and to vote instead of him at the same meeting and a proxy need not be a member of the Company.
(ii) Where a member of the Company appoints two (2) proxies, the appointments shall be invalid unless he
specifies the proportions of his holdings to be represented by each proxy.
(iii) Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
(iv) The instrument appointing a proxy in the case of an individual shall be signed by the appointer or his
attorney and in the case of a corporation, must be under seal or under the hand of an officer or attorney duly authorised.
(v) The instrument appointing a proxy must be deposited at the Office of the Share Registrar of the Company,
Symphony Share Registrars Sdn. Bhd. (378993-D), Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor not less than twenty-four (24) hours before the time for holding the meeting or any adjournment thereof.
(vi) Only members whose names appear in the Record of Depositors on 16 May 2018 shall be eligible to attend,
speak and vote at the EGM or appoint proxy(ies) to attend, speak and/or vote on their behalf. (vii) Pursuant to Paragraph 8.29A(1) of the Bursa Malaysia Securities Berhad Main Market Listing
Requirements, all resolutions set out in the Notice of EGM will be put to vote by poll.
2. Special Resolution 1 – Proposed Change of Name of the Company from “Syarikat Takaful Malaysia Berhad” to “Syarikat Takaful Malaysia Keluarga Berhad” The Special Resolution 1 was proposed pursuant to the proposed reorganisation of the Company involving the conversion of the composite licence to single licences for the Company’s family takaful business and general takaful business as required under Sections 16(1) and 286 of the Islamic Financial Services Act 2013 (“IFSA”) as announced to Bursa Securities on 10 August 2017. Further details are set out in the Circular to Shareholders dated 2 May 2018.
3. Special Resolution 2 – Proposed Amendments to the Company’s Constitution
The Special Resolution 2 if passed, shall streamline the Constitution of the Company with the Companies Act 2016 which came into force on 31 January 2017, the updated provisions of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, BNM’s guidelines and other prevailing statutory and regulatory requirements as well as to render clarity and consistency throughout the Constitution. Further details are set out in the Circular to Shareholders dated 2 May 2018.
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SYARIKAT TAKAFUL MALAYSIA BERHAD (Company No: 131646-K)(Incorporated in Malaysia)
FORM OF PROXY FOR EGM
NUMBER OF ORDINARY SHARES HELD CDS ACCOUNT NO
I/We……………………………………………………………………………………………………………………...(Full Name of Shareholder as per NRIC)
NRIC No. / Passport No. / Company No……………………………………………………………………………...
of………………………………………………………………………………………………………………………... (Full Address)
Telephone No. ……………………………being a Member / Members of Syarikat Takaful Malaysia Berhad (“the Company”), hereby appoint:
or failing him/her, the Chairman of the Meeting as my / our proxy to vote for me / us on my / our behalf at theEXTRAORDINARY GENERAL MEETING of SYARIKAT TAKAFUL MALAYSIA BERHAD, to be held at Dewan Ahmad Mohamed Ibrahim, 5th Floor, Annexe Block, Menara Takaful Malaysia, No. 4, Jalan Sultan Sulaiman, 50000 Kuala Lumpur on Thursday, 24 May 2018 at 2:30 p.m. and any adjournment thereof.
Please indicate an “X” in the space provided below, how you wish to cast your vote in respect of the following resolutions. In the absence of specific directions, your proxy may vote or abstain at his/her discretion. If you appoint two (2) proxies, please specify the proportions of holdings to be represented by each proxy.
My / Our proxy is to vote as indicated hereunder:
NO. RESOLUTION FOR AGAINST1 Special Resolution 1
Proposed Change of Name of the Company from “Syarikat Takaful Malaysia Berhad” to “Syarikat Takaful Malaysia Keluarga Berhad”
2 Special Resolution 2
Proposed Amendments to the Company’s Constitution
Dated this.......day of .........................2018
__________________________________ Signature/Common Seal of Shareholders
Proxy 1 No. of Shares %Full Name of Proxy as per NRICNRIC / Passport No.Full Address
and/or failing him/her;Proxy 2 No. of Shares %Full Name of Proxy as per NRICNRIC / Passport No.Full Address
TOTAL SHARES 100%
Notes: (i) A Member of the Company entitled to attend and vote at this meeting is entitled to appoint not more than two (2) proxies to attend and to
vote instead of him at the same meeting and a proxy need not be a Member of the Company.
(ii) Where a Member of the Company appoints two (2) proxies, the appointments shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
(iii) Where a Member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act
1991 which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
(iv) The instrument appointing a proxy in the case of an individual shall be signed by the appointer or his attorney and in the case of a corporation, must be under seal or under the hand of an officer or attorney duly authorised.
(v) The instrument appointing a proxy must be deposited at the Office of the Share Registrar of the Company, Symphony Share Registrars
Sdn. Bhd. (378993-D), Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor not less than twenty-four (24) hours before the time for holding the meeting or any adjournment thereof.
(vi) Only members whose names appear in the Record of Depositors on 16 May 2018 shall be eligible to attend, speak and vote at the EGM or
appoint proxy(ies) to attend, speak and/or vote on their behalf. (vii) Pursuant to Paragraph 8.29A(1) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, all resolutions set out in the
Notice of EGM will be put to vote by poll.
……………………………………………………………………………………………………………………………………………………………..
SYMPHONY SHARE REGISTRARS SDN BHD (378993-D) LEVEL 6, SYMPHONY HOUSE PUSAT DAGANGAN DANA 1 JALAN PJU 1A/46 47301 PETALING JAYA SELANGOR
……………………………………………………………………………………………………………………………............................
AFFIX STAMP
HERE
Notes: (i) A Member of the Company entitled to attend and vote at this meeting is entitled to appoint not more than two (2) proxies to attend and to
vote instead of him at the same meeting and a proxy need not be a Member of the Company.
(ii) Where a Member of the Company appoints two (2) proxies, the appointments shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
(iii) Where a Member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act
1991 which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
(iv) The instrument appointing a proxy in the case of an individual shall be signed by the appointer or his attorney and in the case of a corporation, must be under seal or under the hand of an officer or attorney duly authorised.
(v) The instrument appointing a proxy must be deposited at the Office of the Share Registrar of the Company, Symphony Share Registrars
Sdn. Bhd. (378993-D), Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor not less than twenty-four (24) hours before the time for holding the meeting or any adjournment thereof.
(vi) Only members whose names appear in the Record of Depositors on 16 May 2018 shall be eligible to attend, speak and vote at the EGM or
appoint proxy(ies) to attend, speak and/or vote on their behalf. (vii) Pursuant to Paragraph 8.29A(1) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, all resolutions set out in the
Notice of EGM will be put to vote by poll.
……………………………………………………………………………………………………………………………………………………………..
SYMPHONY SHARE REGISTRARS SDN BHD (378993-D) LEVEL 6, SYMPHONY HOUSE PUSAT DAGANGAN DANA 1 JALAN PJU 1A/46 47301 PETALING JAYA SELANGOR
……………………………………………………………………………………………………………………………............................
AFFIX STAMP
HERE