|
The
Company is pleased to announce the release of the Circular to Shareholders
(ZIP format, 1,374 KB,
PDF format, 1,452 KB)
dated 31 July 2007 together with the notice and agenda for the forthcoming
Extraordinary General Meeting as follows:
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of IJM
CORPORATION BERHAD (104131-A) will be held at Classics 2, Level 1, Holiday
Villa Hotel & Suites Subang, 9 Jalan SS12/1, 47500 Subang Jaya, Selangor Darul
Ehsan, Malaysia on Wednesday, 29 August 2007, at 10.30 a.m. (or immediately
upon the conclusion of the 23rd Annual General Meeting scheduled at 9.30 a.m.
on the same day and at the same venue) for the purpose of considering and, if
thought fit, passing the following resolutions:-
1.
Ordinary Resolution
PROPOSED RENEWAL OF SHARE
BUY-BACK AUTHORITY
"That the
Directors be and are hereby authorized to purchase its ordinary shares of
RM1 each on the market of the Bursa Malaysia Securities Berhad ("Bursa
Securities") at any time upon such terms and conditions as the Directors in
their absolute discretion deem fit provided that:-
| i) |
the
aggregate number of shares purchased does not exceed ten per cent
(10%) of the issued capital of the Company; |
| ii) |
the
amount allocated shall not exceed the retained profits and share
premium account of the Company; and |
| iii) |
the
shares purchased are to be treated as treasury shares, which may be
distributed as dividends, resold on the Bursa
Securities and/or
cancelled; |
and that such
authority shall commence immediately upon passing of this ordinary
resolution until:-
|
a) |
the conclusion
of the next Annual General Meeting ("AGM") of the Company, unless by
ordinary resolution passed at that meeting, the authority is renewed,
either unconditionally or subject to conditions; |
|
b) |
revoked or
varied by ordinary resolution of the shareholders in a general
meeting; or |
|
c) |
the expiration of the
period within which the next AGM is required by law to be held, |
whichever occurs
first."
2. Ordinary Resolution
PROPOSED
RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS
“That approval be and is hereby given to the Directors to enter into and
give effect to specified recurrent transactions of a revenue or trading
nature with specified classes of Related Parties (as set out in Section
2.1(ii)(b) of the Circular to Shareholders dated 31 July 2007 (“the
Circular”)) which are necessary for the Group's day to day operations in the
ordinary course of business on terms not more favourable to the Related
Parties than those generally available to the public and not detrimental to
minority shareholders of the Company and that the aggregate value of the
recurrent transactions made during a financial year will be disclosed in the
Company’s Annual Report in accordance with the Listing Requirements of Bursa
Malaysia Securities Berhad;
and
that such approval shall continue to be in force until:-
|
a) |
the conclusion
of the next Annual General Meeting ("AGM") of the Company, at which
time it will lapse, unless renewed by a resolution passed at that
meeting; |
|
b) |
the expiration
of the period within which the next AGM is required to be held
pursuant to section 143(1) of the Companies Act, 1965 ("the Act") (but
shall not extend to such extension as may be allowed pursuant to
section 143(2) of the Act); or |
|
c) |
revoked or
varied by resolution of the shareholders in a general meeting, |
whichever occurs
first."
3.
Ordinary Resolution
PROPOSED
RENEWAL OF GENERAL MANDATE AND NEW GENERAL MANDATE FOR RECURRENT RELATED PARTY
TRANSACTIONS
“That approval be and is hereby given to the Directors to enter into and give
effect to specified recurrent transactions of a revenue or trading nature with
specified classes of Related Parties (as set out in Section 2.1(ii)(b) of the
Circular to Shareholders dated 31 July 2007 (“the Circular”)) which are
necessary for the Group's day to day operations in the ordinary course of
business on terms not more favourable to the Related Parties than those
generally available to the public and not detrimental to minority shareholders
of the Company and that the aggregate value of the recurrent transactions made
during a financial year will be disclosed in the Company’s Annual Report in
accordance with the Listing Requirements of Bursa Malaysia Securities Berhad;
and
that such approval shall continue to be in force until:-
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a) |
the
conclusion of the next Annual General Meeting ("AGM") of the Company,
at which time it will lapse, unless renewed by a resolution passed at
that meeting; |
|
b) |
the
expiration of the period within which the next AGM is required to be
held pursuant to section 143(1) of the Companies Act, 1965 ("the Act")
(but shall not extend to such extension as may be allowed pursuant to
section 143(2) of the Act); or |
|
c) |
revoked
or varied by resolution of the shareholders in a general meeting, |
whichever occurs
first."
4.
Ordinary Resolution
PROPOSED
AMENDMENTS TO ARTICLES OF ASSOCIATION AND THE ADOPTION OF NEW ARTICLES OF
ASSOCIATION
“That the alteration, modification, addition and/or deletion to the Articles
of Association as set out in Appendix I of the Circular to Shareholders dated
31 July 2007 be and are hereby approved and that the altered Articles of
Association, signed by the Chairman of this meeting for purpose of
identification, be and is hereby adopted as the new Articles of Association in
substitution for and to supersede all the existing Articles of Association of
the Company.”
Note:
APPOINTMENT OF PROXY
A
member entitled to attend and vote at the meeting is entitled to appoint a
proxy to attend and vote in his stead and such a proxy need not be a member
of the Company. In the case of a corporate member, the instrument appointing
a proxy must be either under its common seal or under the hand of its
officer or attorney duly authorized. The instrument appointing a proxy must
be deposited at the Registered Office not less than forty-eight (48) hours
before the time set for holding the meeting or adjourned meeting. The
Circular and
Form of Proxy
(PDF format, 51 KB)
are available for access and download at IJM website at
http://www.ijm.com. |
