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The
Company is pleased to announce the release of the Statement/Circular to Shareholders
(ZIP format,
941 KB,
PDF format,
1,002 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
PLANTATIONS BERHAD (133399-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 Monday, 27 August 2007, at 10.30 a.m. (or immediately upon
the conclusion of the 22nd 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 RM0.50 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 |
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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(ii) 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
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c) |
revoked or varied by resolution of the
shareholders in a general meeting, |
whichever occurs
first."
3. Special
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 Memorandum & Articles of
Association in substitution for and to supersede all the existing Memorandum &
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, 49 KB)
are available for access and download at IJM website at
http://www.ijm.com. |