TRC SYNERGY BERHAD
(Company No : 413192-D)
(Incorporated in Malaysia under the Companies Act, 1965)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of TRC Synergy Berhad will be held at Indah Ballroom, Flamingo Hotel, 5, Tasik Ampang, Jalan Hulu Kelang, 68000 Ampang, Selangor Darul Ehsan on Friday, 30 April 2004, at 11.00 a.m., for the purpose of considering and if thought fit, passing the following resolutions, with or without modifications:-
SPECIAL RESOLUTION 1-PROPOSED AMENDMENT TO THE MEMORANDUM OF ASSOCIATION IN RELATION TO THE INCREASE IN THE AUTHORISED SHARE CAPITAL
“That, it is resolved that approval be and is hereby given to the Boardfor Clause 5 of the Memorandum of Association of the Company be substituted in entirety to read as follows:-
“The authorised capital of the Company is Ringgit Malaysia Two Hundred Million (RM200,000,000) divided into Two Hundred Million (200,000,000) ordinary shares of Ringgit Malaysia One (RM1.00) only each. The share capital of the Company may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise”.
SPECIAL RESOLUTION 2 -PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION IN RELATION TO THE INCREASE IN THE AUTHORISED SHARE CAPITAL
“That, it is resolved that approval be and is hereby given to the Boardfor Article 3 of the Articles of Association of the Company be substituted in entirety to read as follows:-
“The authorised share capital of the Company is Ringgit Malaysia Two Hundred Million (RM200,000,000) divided into Two Hundred Million (200,000,000) ordinary shares of Ringgit Malaysia One (RM1.00) only each”.
SPECIAL RESOLUTION 3 –PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION
“That, it is resolved that approval be and is hereby given to the Board for the existing Articles 5(e) of the Articles of Association of the Companybe substituted in entirety to read as follows:-
“Every issue of shares or options to employees and/or Directors of the Company shall be approved by the members in General Meeting and no Director shall participate in such issues of shares or options unless the members in General Meeting have approved of the specific allotment to be made to such Director”.
ORDINARY RESOLUTION 1 – PROPOSED INCREASE IN THE AUTHORISED SHARECAPITAL
“That, it is resolved that approval be and is hereby given to the Board to give effect to the authorised share capital of the Company be increased from RM100,000,000 divided into 100,000,000 ordinary shares of RM1.00 each to RM200,000,000 divided into 200,000,000 ordinary shares of RM1.00 each by the creation of an additional 100,000,000 ordinary shares of RM1.00 each ranking pari passu in all respects with the existing shares of the Company”.
ORDINARY RESOLUTION 2 – PROPOSED BONUS ISSUE
“That, contingent upon the passing of the Special Resolution No.1, Special Resolution No.2, Ordinary Resolution No.1 andsubject to the approval of the relevant authorities and Malaysia Securities Exchange Berhad for the listing of and quotation for the 15,400,000 new ordinary shares of RM1.00 each (“Bonus Shares”) to be issued, approval be and is hereby given to the Board to capitalise the sum of RM15,400,000 from the share premium account of the Company and that the same be applied in making payment in full at par for 15,400,000 Bonus Shares, such new ordinary shares to be credited as fully paid-up and distributed to shareholders whose names appear on the Record of Depositors at the close of business on a date to be determined by the Board (“Entitlement Date”) on the basis of one (1) Bonus Share for every five (5) existing ordinary shares of RM1.00 each held by the shareholders on the Entitlement Date and that all such Bonus Shares shall, upon allotment and issue, rank pari passu in all respects with the existing ordinary shares of RM1.00 each of the Company except that they shall not be entitled to any dividend, rights, allotments and/or distributions, the entitlement date of which is prior to the date of the allotment of the said Bonus Shares AND THAT the Board be and are hereby authorised to give effect to and implement the Proposed Bonus Issue with full power to assent to any conditions, modifications, variations and/or amendments in any manner required by the relevant authorities as they may deem fit in the interest of the Company.”
ORDINARY RESOLUTION 3– PROPOSED ESOS
“That, contingent upon the passing of the Special Resolution No.1, Special Resolution No.2, Special Resolution No.3, Ordinary Resolution No.1 and subject to the approval of the relevant authorities and Malaysia Securities Exchange Berhad for the listing of and quotation for the new ordinary shares to be issued hereunder, the Board be and are hereby authorised to:
(a)establish and administer an Employees’ Share Option Scheme for the benefit of eligible employees and Directors of the Company and its subsidiary companies incorporated in Malaysia (save for any Malaysian subsidiaries which are dormant), collectively, to be known as the TRC SYNERGY BERHAD EMPLOYEES’ SHARE OPTION SCHEME (“ESOS”) referred to in the Circular to Shareholders dated 8 April 2004 and the Proposed By-Laws of which are attached in Appendix I thereto and to give effect to the ESOS with full power to assent to any modifications or amendments as may be required by the relevant authorities as they may deem fit;
(b)make the necessary applications and do all things necessary at the appropriate time or times to MSEB for permission to deal in and for quotation of the new ordinary shares in the Company which may from time to time be allotted and issued pursuant to the ESOS;
(c) allot and issue from time to time such number of new ordinary shares of RM1.00 each in the capital of the Company as may be required to be issued pursuant to the exercise of the options (“Options”) under the ESOS provided that the aggregate number of shares to be allotted and issued pursuant to this resolution shall not exceed an aggregate of fifteen percentum (15%) of the issued and paid-up share capital of TRCS at any point of time during the existence of the Proposed ESOS and such new ordinary shares issued will, upon allotment and issue rank pari passu in all respects with the then existing issued ordinary shares of the Company except that the shares so issued will not be entitled to any dividend, rights, allotment or other distributions declared, made or paid prior to the allotment of the new shares pursuant to the ESOS; and
(d)modify and/or amend the ESOS from time to time provided that such modifications and/or amendments are effected in accordance with the By-Laws of the ESOS as contained in this Circular dated 8 April 2004 relating to modifications and/or amendments and to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the Proposed ESOS.”
ORDINARY RESOLUTION 4 –GRANTING OF OPTIONS TO DATO’ HJ SUFRI BIN HJ MOHD ZIN
“That, contingent upon the passing of Ordinary Resolution 3 and subject to the approval of the relevant authorities, the Company be and is hereby authorised at any time, and from time to time, to offer and to grant Dato’ Hj Sufri Bin Hj Mohd Zin, the Executive Chairman/Managing Director of the Company, options to subscribe for new shares under the Proposed ESOS subject to the provisions that:-
(i)not more than 50% of the new shares which are available under the Proposed ESOS, shall be allotted, in aggregate, to Directors and senior management of the Company and its subsidiaries;
(ii) not more than 10% of the new shares which are available under the Proposed ESOS, shall be allotted to any Directors or eligible employees who, either singly or collectively through persons connected to him, holds 20% or more of the issue and paid-up capital of the Company; and subject always to such terms and conditions and/or any adjustments which may be made in accordance with the provisions of the By-Laws; and
and subject always to such terms and conditions and/or any adjustments which may be made in accordance with the provisions of the By-Laws”
ORDINARY RESOLUTION 5 – GRANTING OF OPTIONS TO ABDUL AZIZ BIN MOHAMAD
“That, contingent upon the passing of Ordinary Resolution 3 and subject to the approval of the relevant authorities, the Company be and is hereby authorised at any time, and from time to time, to offer and to grant Encik Abdul Aziz Bin Mohamad, the Executive Director of the Company, options to subscribe for new shares under the Proposed ESOS subject to the provisions that:-
(i)not more than 50% of the new shares which are available under the Proposed ESOS, shall be allotted, in aggregate, to Directors and senior management of the Company and its subsidiaries; and
(ii) not more than 10% of the new shares which are available under the Proposed ESOS, shall be allotted to any Directors or eligible employees who, either singly or collectively through persons connected to him, holds 20% or more of the issue and paid-up capital of the Company;
and subject always to such terms and conditions and/or any adjustments which may be made in accordance with the provisions of the By-Laws.”
ORDINARY RESOLUTION 6 –GRANTING OF OPTIONS TO RAHMAN BIN ALI
“That, contingent upon the passing of Special Resolution No. 3, Ordinary Resolution No. 3 and subject to the approval of the relevant authorities, the Company be and is hereby authorised at any time, and from time to time, to offer and to grant Encik Rahman bin Ali, the Independent Non-Executive Director of the Company, options to subscribe for new shares under the Proposed ESOS subject to the provisions that:-
(i)not more than 50% of the new shares which are available under the Proposed ESOS, shall be allotted, in aggregate, to Directors and senior management of the Company and its subsidiaries; and
(ii) not more than 10% of the new shares which are available under the Proposed ESOS, shall be allotted to any Directors or eligible employees who, either singly or collectively through persons connected to him, holds 20% or more of the issue and paid-up capital of the Company;
and subject always to such terms and conditions and/or any adjustments which may be made in accordance with the provisions of the By-Laws.”
ORDINARY RESOLUTION 7 – GRANTING OF OPTIONS TO NOOR ZILAN BIN MOHAMED NOOR
“That, contingent upon the passing of Special Resolution No. 3, Ordinary Resolution No.3 and subject to the approval of the relevant authorities, the Company be and is hereby authorised at any time, and from time to time, to offer and to grant Encik Noor Zilan bin Mohamed Noor, the Independent Non-Executive Director of the Company, options to subscribe for new shares under the Proposed ESOS subject to the provisions that:-
(i)not more than 50% of the new shares which are available under the Proposed ESOS, shall be allotted, in aggregate, to Directors and senior management of the Company and its subsidiaries; and
(ii) not more than 10% of the new shares which are available under the Proposed ESOS, shall be allotted to any Directors or eligible employees who, either singly or collectively through persons connected to him, holds 20% or more of the issue and paid-up capital of the Company;
and subject always to such terms and conditions and/or any adjustments which may be made in accordance with the provisions of the By-Laws.”
ORDINARY RESOLUTION 8 –GRANTING OF OPTIONS TO Jen. (B) Dato’ Seri Mohd Shahrom bin Dato’ Haji Nordin
“That, contingent upon the passing of Special Resolution No. 3, Ordinary Resolution No.3 and subject to the approval of the relevant authorities, the Company be and is hereby authorised at any time, and from time to time, to offer and to grant Jen. (B) Dato’ Seri Mohd Shahrom bin Dato’ Haji Nordin, the Non-Independent Non-Executive Director of the Company, options to subscribe for new shares under the Proposed ESOS subject to the provisions that:-
(i)not more than 50% of the new shares which are available under the Proposed ESOS, shall be allotted, in aggregate, to Directors and senior management of the Company and its subsidiaries; and
(ii) not more than 10% of the new shares which are available under the Proposed ESOS, shall be allotted to any Directors or eligible employees who, either singly or collectively through persons connected to him, holds 20% or more of the issue and paid-up capital of the Company;
and subject always to such terms and conditions and/or any adjustments which may be made in accordance with the provisions of the By-Laws.”
By order of the Board
ABDUL AZIZ MOHAMED (LS 007370)
DATO’ TANG SWEE GUAN (MIA No. 5393)
Company Secretaries
Selangor Darul Ehsan
8 April 2004
Notes: -
- A proxy may but need not be a member of the Company and the previous of section 149 (1) (b) of the Act shall not apply to the Company.
- To be valid this form duly completed must be deposited at the registered office of the Company not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.
- A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meetings.
- Where a member appoints more than one (1) proxy the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
- Where a member is an authorised nominees as defined under the Central Depositories Act, 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.
- If the appointer is a corporation, this form must be executed under its common seal or under the hand of its attorney.