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Reliance Pacific Berhad
244521
A
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Annual Report 2014
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the 22nd Annual General Meeting of Reliance Pacific Berhad
will be held at the Perdana Ballroom, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil,
57000 Kuala Lumpur on Friday, 26 September 2014 at 3.30 p.m. to transact the following business :-
AGENDA
A.
ORDINARY BUSINESS
1.0 To receive the audited financial statements together with the reports of the Directors and
Auditors for the financial year ended 31 March 2014.
2.0 Re-appointment of Messrs AljeffriDean as Auditors and that authority be and is hereby
given for the Directors to determine their remuneration.
(Ordinary Resolution 1)
3.0 Approval of directors’ fees for the financial year ended 31 March 2014.
(Ordinary Resolution 2)
4.0 Re-election and re-appointment of Directors.
4.1 Re-election of Tan Sin Chong as a director retiring under Article 91 of the Company’s
Articles of Association.
(Ordinary Resolution 3)
4.2 Re-appointment of Lim Guan Chin as director under Section 129(6) of the Companies’
Act, 1965.
(Ordinary Resolution 4)
B.
SPECIAL BUSINESS
To consider and, if thought fit, pass the following Ordinary Resolutions respectively :-
1.0 Proposed Retention of Independent Non-Executive Director
“THAT subject to the passing of Ordinary Resolution 4, authority be and is hereby given to
Lim Guan Chin who has served as Independent Non-Executive Director of the Company
for a cumulative term of more than 9 years, to continue to serve as an Independent Non-
Executive Director of the Company.”
(Ordinary Resolution 5)
2.0 Section 132D of the Companies’ Act, 1965
“THAT subject to the Companies Act, 1965 (“the Act”) and the Articles of Association
of the Company, the Directors be and are hereby empowered pursuant to Section 132D
of the Act, to allot and issue shares in the Company at any time and upon such terms
and conditions and for such purposes as the Directors may in their absolute discretion,
deem fit provided that the aggregate number of shares to be issued does not exceed ten
percent (10%) of the issued share capital of the Company for the time being and that
the Directors are empowered to obtain the approval for the listing and the quotation of
the additional shares so issued on Bursa Malaysia Securities Berhad AND THAT such
authority shall continue to be in force until the conclusion of the next Annual General
Meeting of the Company.”
(Ordinary Resolution 6)
3.0 Proposed Renewal of Share Buy-Back Authority
“THAT the Directors be and are hereby authorized to purchase the ordinary shares of the
Company on the market of Bursa Malaysia Securities Berhad 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 (which may be treated as treasury shares)
does not exceed ten percent (10%) of the issued capital of the Company; and
(ii) funds allocated for the purchase of shares shall not exceed its retained profits and
share premium account.
AND THAT the Directors be and are hereby further authorized to deal with the treasury
shares in their absolute discretion (which may be distributed as dividends, resold and/or
cancelled).
AND THAT such authority shall continue to be in force until :-
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company
following the forthcoming AGM, at which time it will lapse unless by ordinary
resolution passed at that meeting, the authority is renewed, either unconditionally
or subject to conditions; or
(b) the expiration of the period within which the next AGM is required by law to be held;
or
(c) revoked or varied by ordinary resolution passed by the shareholders in a general
meeting;
whichever occurs first.”
(Ordinary Resolution 7)
4.0 Proposed Renewal of Shareholders’ Mandate on Recurrent Related Party Transactions of
a Revenue or Trading Nature (“Proposed Renewal of Shareholders’ Mandate”)
“THAT subject to the Companies’ Act, 1965 (“the Act”) the Memorandum and Articles
of Association of the Company, the requirements of the Bursa Malaysia Securities Berhad
and all relevant authorities, approval be and is hereby given to the Company and its
subsidiaries, to enter and give effect to specified recurrent related party transactions of
a revenue or trading nature and with specified classes of the related parties as stated in
Section 2.1 of the Circular to shareholders dated 4 September 2014 which are necessary
for the Group’s day-to-day operations subject further to the following :-
(i) the transactions are in the ordinary course of business and are on terms not more
favourable to the related parties other than those generally available to the
public and are not to the detriment of the minority shareholders; and
(ii) the Proposed Renewal of Shareholders’ Mandate is subject to annual renewal,
if approved by the Shareholders of RPB at the forthcoming 22nd AGM shall take
immediate effect from the date of the 22nd AGM and continue to be in force until:-
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company
following the forthcoming 22nd AGM at which such Proposed Renewal of
Shareholders’ Mandate is passed, at which time it will lapse, unless by the resolution
passed at the meeting, the authority is renewed;