pejabat pendaftar syarikat i - bimb · pdf filei . ' . ' . no. syarikat pejabat...

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No. Syarikat

PEJABAT PENDAFTAR SYARIKAT

(Registry of Coni1wnics) MALAYSIA

BoRANG 8

AKTA SYARIKAT 1965

[Seksyen 16 ( 4)]

423-858 X

PERAKUAN PEMERBADANAN SYARIKAT AW.AM.

Adalah--diperakui bahawa

. Bil'!B HOLDINGS BERHAD

telah diperbadankan di bawah Akta Syarikat 1965, pada dan

mulai dari 2 O haribulan Mac ,19 97 . dan bahawa

syarikat ini adalah sebuah syarikat berhad menurut syer.

Dibeii di bawah tandatangan dan meterai saya di Kuala Lumpur

pada 20 haribulan Mac , 1997

RAJA HABIBAH BTE RAJA SAIDIN Penolong Pendaftar Syarikat

Malaysia

[Bora.ng lnl dlterjcmahkan al...,h Pr:guam Nl'~ara, Malay~ln. mr1\11r111 l'1·111lwnlnli11 l!i11l:ml.(,"1 Not !2 1al11,i1 1964: PN (SBKI 2:J Pt. 11, P.S. 7/6! J1d. 21.

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423858 IX I

FORM 11 Companies Act 1965 Section 21 (2) Section i 54(1)

NOTICE OF RESOLUTION BIMB HOLDINGS BERHAD

To the Registrar of Companies;

At an Extraordinary General Meeting of the members of BiMB HOLDINGS BERHAD ("BHB") duly convened and.held at Ballroom 3, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur on the 17th day of October 2013 the Ordinary Resolutions set out in the annexure marked with the letter "A" and signed by me for purposes of identification were duly passed.

Dated this 17th day of October 2013 . ., /

,,

0009400) Co ny Secretary

OLDINGS BERHAD

(This document is lodged on behalf of the company by MARIA MAT SAID (LS 0009400) of 31 st Floor, Menara Bank Islam, No. 22 Jalan Perak, 50450 Kuala Lumpur Tel No.: 03-27812999).

J 423858 J X J

(This is the annexure marked "A" referred to in the notice of resolutions signed by me on the 17th day of October 2013)

'.

ORDINARY RESOLUTION 1

PROPOSED ACQUISITIONS BY BHB OF THE REMAINING 49% ISSUED AND PAID-UP ~HARE CAPITAL OF BANK ISLAM MALAYSIA BERHAD ("BANK ISLAM") COMPRISING THE FOLLOWING:-

(A)

(B)

690,196,000 ORDINARY SHARES OF RM1.00 EACH IN BANK ISLAM ("BANK ISLAM SHARES") HELD BY DUBAI FINANCIAL GROUP LLC ("DFG"), REPRESENTING APPROXIMATELY 30.47% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF BANK !SLAM Ci'DFG BLOCK"), FOR

.·. A CASH CONSIDERATION· OF· UNITED STATE$ DOLLAR ("USO") 550,000,000 ("PROPOSED ACQUISITION OFDFG'.BLOCK"); AND

·, ,·

419,894,000 BANK !SLAM SHARES HELD BY LEMBAGA TABUNG HAJI ("L TH"), REPRESENTING APPROXIMATELY 18'.53% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF BANK ISLAM'('/LTH BLOCK"), FOR A CASH CONSIDERATION OF THE RINGGIT , MALAYSIA ("RM") EQUIVALENT OF USD334,603,069 ("PROPOSED,ACQUISITION OF LTH BLOCK");

:·:;.

(COLLECTIVELY REFERRED TO AS "PROPOSED ACQUi~ITIONS")

'' RESOLVED:

"THAT, subject to the passing of Ordinary Resolution 2 and approvals being obtained from the relevant regulatory authorities and parties (where required), approval be and is hereby given to the Company to acquire:-

(a) 690,196,000 Bank Islam Shares held by DFG, repfE;il,enting _ approximately 30.47% of the issued and paid-up share capital of.Bank Islam, for a cash consideration of USD550,000,000; and

(b) 419,894,000 Bank Islam Shares held by L TH, representing approximately 18.53% of the issued and paid-up share capital of Bank Islam, for a cash consideration of the RM equivalent of USD334,603,069,

upon amongst others the following terms and conditions:-

(i) the receipt by the Company of the entire gross proceeds to be raised pursuant to the Proposed Rights Issue with Warrants (as defined in Ordinary Resolution 2 below) on or before 24 December 2013 (or such other date as may be mutually agreed by DFG, L TH and BHB acting reasonably);

(ii) the receipt by the Company of the entire gross proceeds to be raised pursuant

(iii)

to the proposed issue of ten (10)-year Islamic securities of up to an indicative issue size of RM2.120 billion in nominal value to raise indicative gross

. proceeds of up to approximately RM1 .388 billion on or before 24 December 2013 (or such other date as may be mutually agreed by DF<3, L TH and BHB acting reasonably); or

the procurement by the Company of the purchase of, and/or conversion of its RM funds into, an aggregate amount ofUS0550,000,000 at an exchange rate of no more than USD1=RM3.35 within a period of three (3) weeks from the date of passing of this Ordinary Resolution 1 and Ordinary Resolution 2, for the purpose of satisfying the consideration payable by the Company for the acquisition of690,196,000 Bank Islam Shares from DFG,

and together with such other terms and conditions as more particularly stipulated in the sale and purchase agreement dated 31 July 2013 between DFG, LJH and BHB ("SPA"), as amended ·-by the supplemental agreement dated 30 Se'ptember 2013 between DFG, L TH and BHB.

THAT, approval be and is hereby given to the Board of Directors of the Company ("Board") to carry out and proceed with the Proposed Acquisitions for' .,fnd on behalf of the Company. . ., .. F

THAT, authority be and is hereby given to the Board to assent to any modifications to the SPA and to sign and execute any other ancillary agreements and, documents in relation thereto (as may be amended from time to time by furthei'agrei3nient between the parties) in connection with the Proposed Acquisitions, for and on behalf of the Company.

THAT, .authority be and is hereby given to the Board to give full effect to the Proposed Acquisitions with full powers to approve, agree and assent to any conditions, variations, revaluations, modifications, and/or amendments in any manner as may be required/permitted by the relevant regulatory authorities or deemed necessary by the Board, to deal with· matters, incidental, ancillary to and/or relating the.r,et,o and take all steps and do all acts and to execute or enter into all such agreements; am,ingements, undertakings, indemnities, transfers, extensions, assignments, deeds, confirmatkms, declarations and/or guarantees, with any party or parties, to deliver or cause to be delivered all such documents and to do all such acts and matters as they may consider necessary to implement, finalise and give full effect to and complete the Proposed Acquisitions. ·

AND THAT, all previous acts made and/or.done by the Board in connection with the Proposed Acquisitions be and hereby confirmed, approved and ratified."

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ORDINARY RESOLUTION 2

PROPOSED RENOUNCEABLE RIGHTS ISSUE OF 426,715,958 NEW ORDINARY SHARES OF RM1.00 EACH IN BHB ("BHB SHARES") ("RIGHTS SHARES") TOGETHER WITH 426,715,958 FREE DETACHABLE WARRANTS ("WARRANTS"), ON THE BASIS OF TWO (2) RIGHTS SHARES AND TWO (2) WARRANTS FOR EVERY FIVE (5) EXISTING BHB SHARES HELD BY THE ENTITLED SHAREHOLDERS OF BHB ON AN ENTITLEMENT DATE TO BE DETERMINED LATER ("ENTITLEMENT DATE"), AT AN INDICATIVE ISSUE PRICE OF RM3.80 PER RIGHTS SHARE TO RAISE INDICATIVE GROSS PROCEEDS OF APPROXIMATELY RM1.622 BILLION ("PROPOSED RIGHTS ISSUE WITH WARRANTS")

RESOLVED:

"THAT, subject to the passing of Ordinary Resolution 1 and approvals being obtained from the relevant regulatory authorities and parties (where required), approval be and is hereby given to the Board to:- .

(i)

(ii)

issue by way of a renounceable rights issue of 426,715,958 Rights Shares and 426,715,958 Warrants at such issue price as the Board may deem fit, on the basis of two (2) Rights Shares with two (2) Warrants for every five (5) existing BHB Shares held on the Entitlement Date to the entitled sharehplders;

create and i~sue the Warrants based on the indicative salierttterms as set out in Appendix I of the circular to shareholders dated 2 October: 2.013 ("Circular") and the terms and conditions of a deed poll to be executed by the Company ("Deed Poll"); and 1 •

- .. :, .. .-{ .

(iii) allot and issue such number of new Shares credited as fully paid-up pursuant to the exercise of the Warrants which may be exercised during the exercise period of the Warrants at an exercise price to be determined and announced later.

THAT, fractional entitlements, if any arising from the Proposed Rights Issue with Warrants wiil be dealt with in such manner as the Board in its 'absolute discretion deems fit and in the best interest of the Company.

THAT, any Rights Shares which are not validly taken up shall be m_ade available for excess applications in such manner as the Board shall determine in a fair and equitable manner.

THAT, the Rights Shares will, upon allotment and issuance, rank piiripassu in all respects with each other and the then existing BHB Shares, save and except that the Rights Shares will not carry any rights to participate in any dividends, distributions and/or other entitlements declared by BHB where the entitlement date in respect of such dividends, distributions and/or other entitlements falls a day which is prior to the date of allotment and issuance of the Rights Shares.

I

I I I I 11

• • Ii

• • • • • • • • \

• • • II

THAT, the new Shares arising from the exercise of the Warrants will, upon allotment and issuance, rank pari passu in all respects with each other and the then existing BHB Shares, save and except that new Shares arising from the exercise of the Warrants will not carry any rights to participate in any dividends, distributions and/or other entitlements declared by BHB where the entitlement date in respect of such dividends, distributions and/or other entitlements falls a day which is prior to the date of allotment and issuance of the new Shares arising from the exercise of the Warrants.

THAT, the Board be and is hereby authorised to allot and issue such further Warrants as may be required br permitted to be issued pursuant to any adjustments under the terms and provisions of the Deed Poll at an adjusted price to be determined and announced later and to be dealt with in such manner as the Board shall at its absolute discretion deem fit and in the best interest of the Company.

THAT, the Board be and is hereby authorised to utilise the proceeds from the Proposed Rights Issue with Warrants in the manner set out in Section 2.4 of Part A of the Circular and the Board be authorised with full power to .vary the manner and/or purpose of utilisation of such proceeds in the manner as the Board shall in its absolute discretion deem fit, necessary or expedient and in the best interest of the Company.

THAT, the .Board be and is hereby autt10rised to enter into, ex~c1;1te and sign the Deed Poll with fulf power to assent to any-condition, modificatidr(dr amendment as they deem fit, necessary or expedient or as may be impose'.d ·. by any relevant authorities, and full power to implement and give effect to the terms 'and conditions of the Deed Poll.

THAT, authority be and is hereby given to the Board to give:full effect to the Proposed Rights Issue with Warrants with full powers to approve,• agree and assent to any conditions, variations, revaluations, modifications, and/or amendments in any manner as may be required/permitted by the relevant regulatory authorities or deemed necessary by the Board, to deal with matters, incidentali,.a)1cillary to and/or relating thereto and take all steps and do all acts and to execute or e,mfor into all such agreements, arrangements, undertakings, indemnities, · transfers, . extensions, assignments, deeds, confirmations, declarations and/or guarantees, with any party or.parties, to deliver or cause to be delivered all such documents and to do all such acts and matters as they may consider necessary to implement, finalise and give fuli effect to and complete the Proposed Rights Issue with Warrants,

AND THAT, all previous acts made and/or done by the Board in_ connection with the Proposed Rights Issue with Warrants be and hereby confirmed, approved and ratified."

(This document is lodged on behalf of ihe company by MARIA MAT SAID (LS 0009400) of 31 st Floor, Menara Bank Islam, No. 22 Jalan Perak, 50450 Kuala Lumpur Tel No.: 03-27812999).

423858 ! X I

FORM11 Companies Act 1965 Section 21 (2) Section 154( 1 )

NOTICE OF RESOLUTION B!MB HOLDINGS BERHAD

To the Registrar of Companies,

At the 15th Annual General Meeting of the members of BIMB HOLDINGS BER.HAD duly convened and held at Tun Rahah 1, Level 1, Menara Yayasan Tun Razak, 200 Jalan Bu kit Bintang, 55100 Kuala Lumpur on the 8th day of May 2012 the Special Resolution set out in the annexure marked with the letter "A" and signed by me for purposes of identification were duly passed.

Dated this 8th day of May 2012

S 0009400) pany Secretary

BiMB HOLDINGS BERHAD


423858 IX \ ( This is the annexure marked "A" referred io in the notice of resolution signed by me on the 8th day of May 2012)

' '

(LS 0009400) C any Secretary

SIM HOLDINGS BERHAD

SPECIAL RESOUJTUON 1

IPROPOSIED AMENDMENT TO THE COMPANY'S .ARTICLES OF ASSOCIATION

RESOLVED:

That the Company's Articles of Association be and is hereby amended by inserting new Article 51(e) and 51(f) immediately after the existing Article 51(d), to read as follows:-

Article 51 /el Appointment of multiple proxies

(i) 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.

(ii) An exempt authorised nominee refers to an authorised nominee defined under the Securities Industry (Central Depositories) Act 1991 ("SICIJA") which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.

Article 51 /fl Appointment of Multiple Proxies by individual Members

(i) A member shall not be entitled to appoint more than two proxies to attend and vote at the same general meeting.

(ii) Where a member appoints two proxies the appointments shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy."


423858 / X /

FORM 11 Companies Act 1965 S@elion-&1 (2) Section 154(1)



At the 13th Annual General Meeting of the members of 81MB HOLDINGS BERHAD duly convened and held at Tun Rahah 1 & 2, Level 1, Menara Yayasan Tun Raza!\ 200 Jalan Bukit Bintang, 55100 Kuala Lumpur on the 12 day of May 2011 the Special Resolution set out in the annexure marked with the letter "A" and signed by me for purposes of identification were duly passed.

Dated this 12 day of May 2011

MARIA MAT_J31l(l (L 0009400) Cowrpany Secretary

81MB HOLDINGS BERHAD

(This document is lodged on behalf of the company by MARIA MAT SAID (LS 0009400) of Level 18, Menara Yayasan Tun Razak, 200 Jal an Bu kit Bintang, 55100 Kuala Lumpur. Tel No.: 03-27812999).

423858 1 x 1

( This is the annexure marked "A" referred to in the notice of resolution signed by me on the 12 day of May 2011)

,...,,-,,_= 0009400) Com y Secretary

LDINGS BERHAD

SPECIAL RESOLUTION 1

PROPOSED AMENDMENT TO ARTICLE 100 OF Tl-IE COMPANY'S ARTICLE OF ASSOCIATION ON THE ELECTRONIC DIVIDEND PAYMENT (eDIVIDEND)

RESOLVED:

THAT the following existing A1iicle 100 be deleted in its entirety and replaced with the following new Article 100:-

Existing Article 100 Any dividend, 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 01; in the case of joint holders to the registered address of that one of the joint holders who is first named on the Register of Members or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to who it is sent. Anyone of two or more joint holders may give effectual receipts of any dividend, bonuses or other money payable in respect of the shares held by them as joint holders.

Proposed Amendment to Article 100 "Any dividend, or other money payable in cash in respect of securities may be paid by cheque or warrant sent through the post directed to the last registered address of the holder or paid via electronic transfer of remittance to the bank account provided by the holder whose name appears in the Register of Members and/or Record of Depositors. Every such cheque or warrant or electronic transfer of remittance shall be made payable to the order of the person to whom it is sent or remitted, ancl the payment of any such cheque or warrant or electronic transfer of remittance shall operate as a goocl discharge of the Company's obligation in respect of the dividend, interest o, other money payable in cash thereby represented."

(This document is lodged on behalf of the company by MARIA MAT SAID (LS 0009400) of Level 18, Menara Yayasan Tun Razak, 200 Jalan Bukit Bintang, 55100 Kuala Lumpur. Tel No.: 03-27812999).

. ------ --· ---------------·-·- ________ ,. __ ---·--·---------· ----~---- --------------------- -------·----·-----·--------------·----------·-·-··-·--

423858 / X /

FORM 11 Companies Act 1965 Section 154(1)



At a general meeting of the members of BIMB HOLDINGS BERRAD duly convened and held at Tun Rahah l & 2, Level 1, Menara Yayasan Tun Razak, 200 Jalan Bukit Bintang, 55 I 00 Kuala Lun1pur on the 13 day of December 2007 the Special Resolution set out in the arinexure marked with the letter "A" and signed by me for purposes of identification was duly passed.

Dated this 13 day of December 2007

AF -L NIZAM YASIN (LS 08955) Secretary

BIMB HOLDINGS BERHAD

(Tbis document is lodged on behalf of the company by SAIFUL NIZA.JvI YASIN (LS 08955) . of Level 18, Menara Yayasan.Tun Razak, 200 Jalan Bukit Bintang, 55100 Kuala Lumpur. Tel No.: 03-27812999).

423858 IX I ( This is the annexure marked "A" refened to in the notice of resolution signed by me on the 13 day of Dec.ember 2007)

SAI UL NIZAM YASIN (LS 08955) Secretary


SPECIAL RESOLUTION

PROPOSED ANIEJ\'Dl\IBNTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

RESOLVED that the Articles of Association of the Company be altered as follows :-

Article 2

Article 8(b)

INTERPRETATION

"Approved Market Place" means a stock exchange whicb is specified ·to be an approved market place. in the Securities Industry (Central) (No.2) Order, 1998.

"'Depositor" means a holder of a securities account

INTERPRETATION

Deleted in ]ts entirety.

A holder of Securities Account established by the Central Depository.

REDEEMABLE SHARES

PREFERENCE REDEEMABLE PREFERENCE SHARES

The Company shall have .power to issue preference shares carrying a right to redemption o.ut of profits or liable to be redeemed at the option of the CompB.Dy or to issue preference capital ranking equally with or in prjority to preference shares already issued and the Directors may, subject to the provision pf such Act, ·redeem such shares on such terms and in such maiJner and either at par or at a pre1D1um as they may th.ink fit PROVIDED THAT the total nominal value of issued preference shares shall not exceed the total nominal value of the issued ordinary s~ares at any time.

To delete the last part of Article 8(b) as follows:

" ... PROVIDED THAT the total nominal value of issued preference shares shall not exceed .the total nominal value of the issued ordinary shares at any time."

The new sub clause 8(b) shall nm/ be read as follows:

The Company shall have power to issue preference shares carrying a right to redemption o·ut of profits or·Jiable 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 provision of such Act1

redeem such shares on such terms and in such manner and either at par or at ·a

remium as they ma 'think fit.

Article 8 ( e )(iii)

Article 4l(a)(ii)

Article 51

Article 60A

RIGHTS OF SHAREHOLDERS

PREFERENCE JUGHTS OF PREFERENCE SHAREHOLDERS

Holders of preference shares shall also be Deleted in its entirety. entitled to a return of capital in preference to holders Df ordinary shares when the Company is wound up.

NOTICE OF MEETINGS

The Company shall by written request made in the duplicate in the prescribed form request the Central Deposito])' at least three (3) market days prior to and not including the date of notice of the general meeting to prepare the Record of Depositors to whom, subject to the provisions of the 1.vritten law, notice of the general meeting shall be given by the Company.

VOTES OF MEMBERS

NOTICE OF MEETINGS

To amend asfollows:-

The Company shall request the Centrai Depository in accordance ivith 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 da}'s before the general meeting.

To insert an additional new clause immediately after the existing Article 51 (a)(iiV :-

Article 5 l(a)(iv):-

"On a resolution to be decided by a shmv of hands, a member who is a holder of ordinary shares or preference shares who is personally present and entitled ta vote shall be entitled to one vote".

All the Directors of the Company shall be Deleted in its entirety. natural persons.

---·--···-·· -·-• "'-eac.- --,,-,.A.,"-

Article 70

··--~--·--·--- -- - -- -~-------- - ----------------- ------------·---------------·----

VACATION OF OFFICE

The office of Directors shall ipso facto be vacated jf such Director:-

VACATION OF OFFICE

a) ceases to be a Director by virtue of No changes the Act;

b) · becomes bankrupt or make any arrangement or composition with its creditors generally:

To amend as follows_.-

b) becomes b8llkrupt or . makes any arrangement or composition with its creditors generally during his term of office;

c) becomes prohibited from being a No changes Director by reason of any order made under the Act;

d) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental disorder;

e} resigns his office by notice in vfilting to the Company;

To amend as follows:-

d) becomes of unsound mind or a person whose person or estate is liable _to be dealt with in any way under the law relating to mental disorder during his term of office;

No changes

f) is absent from more than 50% of the To amend asfollows:tota1 board of directors' meetings held during a financial year, unless an exemption or waiver is obtained from the Kuala Lumpur Stock Exchange or any other relevant aufuorities.

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 ,vben an e:xemption or ·waiver is obtained from the Bursa MaJaysia Securities Berhad or any other relevant authorities.

----·------·---------

To insert an additional new clause as follows:-

g) is convicted by a court of Ja\Y, whether in Malaysia or elsewhere, in relation to any of the offences set out in Sectioll 15.05 (l) of the Listing Requirements as follows:-

i) an offence in connection ·with the promotion, formation or management of a company;

ii) an offence involving 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 Market and Services Act 2007, the Securities Industry (Centra1 Depositories) Act 1991 and the Securities Co=ission Act 1993) or the Companies Act 1965.

423858 / X I

FORlvI 11 Companies Act J 965 Section J 54(])

NOTICE OF RESOLUTION BIMB HOLDINGS BERBAD


At a general meeting of the members ofBIMB HOLDINGS BERHAD duly convened and held at ll th Floor, Darul Takaful, Jalan Sultan Ismail, 50250 Kuala Lumpur on the 15th day of December 2006 the special resolution set out in the am1exure marked with the letter "A" and signed by me for purposes of identification was duly passed.

Dated this 15th day of December 2006

-ir: NIW,: Aim (Ls 089s5i Secretaiy


(Th.is document is lodged on behalf of the company by SAIFUL NIZAM YASIN (LS 08955) of H.tio Floor, Dam] Takaful , Jalan Sultan Ismail, 50250 Kuala Lumpur. Tel No.: 03-26168000).

423858 ! X !

( This is the annexure marked "A" referred to in the notice of resolution signed by me on the 15 th day of December 200 )

UL NIZAM YASIN (LS 08955) Secretary

BJMB HOLDINGS BERHAD

ORDINARY RESOLUTION

RESOLVED

Authority to issue shares pursuant to Section 132D of the Companies Act 1965.

That pmsuant to the Company's Employees Shares Option Scheme ("the Scheme") as approved at the Extraordinary General Meeting of the Company held on 5 July 1997 and subsequently tl1e duration of tl1e Scheme was extended for another 5 years from 20. August 2002 to 21 August 2007 via Extraordinary General Meeting held on 20 August 2002, approval be and is hereby given to the Directors pursuant to Section l32D of the Companies Act 1965 to issue shares in the Company at anytime and in accordance with the tenns and conditions of the Scheme and tl1at such antl101ity sha11 continue to be in force until the conclusion of the next Annual General Meeting of the Company.

SPECIAL RESOLUTION

RESOLVED

Proposed Amendment to the Article 51 (c) of the A:t1icles of Association ofBHB

Article 51 (c)- Voting of Members

That the existing Article 51 (c) which read as follow:-

Article 51 (c)

"Subject to Articles 53,56 and 56A, a member shall not be entitled to appoint a person who is not a member as his pro:q unless that person is a Director o.f the Company, an advocate and solicitor, an approved company auditor or person approved by the Registrar in a particular case".

2

423858 / X (

( This is the annexure marked "A'' refen-ed to in the notice ofresolution signed by me on the J 5"' day of December 2006)

Be deleted in its entirety and substitnted with the following:-

Aiiicle 51 (c)

"Subject to Articles 53, 56 and 56A, a member of the Company may appoint a person to be aprmy. A proxy need not be a member of the Company. Section 149 (1) (b) of the Act shall not be applicable. "

3

413858 j X /

FORM 11 Companies Ac! J965 Section 154(1)



At a general meeting of the members of BIMB HOLDINGS BEIUIAD duly convened and held at l 8 th Floor, Darn] Takaful, Jal an Sultan Ismail, 50250 Kuala Lumpur on the 14u. day of Jnne 2006 the special resolution set out in the annexure marked witl1 the letter "A" and signed by me for purposes of identification was duly passed.

Dated this 16"" day of June 2006

. . .............................. .. SAfFUL NIZA.M YASIN (LS 08955)

Secretary BIJ\1B HOLDINGS BERHAD

(This document is lodged 011 behalf of the company by SA.IFUL NIZl\.M YA.SIN (LS 08955) of 14°' Floor, Dani! Takaful, .Talan Sultan Ismail, 50250 Kual.a Lm11pur. Tel No.: 03-26 I 68000).

423858 /XI

( This is the am1exure marked "A" refe1Ted to i11 the notice of resolution signed by rne 011 u tbe J 6 ' day of Jnne 2006)

SA.IF JL NIZAM YASIN (LS 08955) Secretary

BIMB HOLDINGS BERJ-IAD

Special Resolution

Amendments to the Articles of Association ofBIMB Holdings Berhad

Resolved that tbe .A.rtic]es of Association of the Company be altered as follows:-.

!)

2)

Deletion

i) by deleting in its entirety the following v.rords and meanings ascribed to it in the existing ii..11icle 2:-

Words Meanings

"Bumiputra Company" A company incorporated in Malaysia the membership or sharehoiders v.rbereof is or are restricted to Bumipu1T~.

"Bumiputra Institution" A body corporate or aut11ority inco1porated in J\1alaysia under a Federal Law of I\1alaysia or a law of any State of Malaysia, or any company i11corporated in Malaysia tbe membership or shareholders whereof is or are restricted to the Federal or any State Government or such body corporate authority.

ii) by deleting the existing A.11ick 5 in its entirety

Substitution

By deleting tbe 'Nord "Article 5" in line two of the Article 21 (d) and the amended Article 21 (a) shall be read as follows:-

"The Directors may reguesl the Central Depository to decline to register any Deposited Security in respect of which the restrictions under Article 27 apply'··.

1

423858 IX f

FORMll Companies Act 1965 Section 154(1)



At a general meeting of the members of BIMB HOLDJNGS BERHAD duly convened and held at 18 th Floor, Darnl Taka:ful, Jalan Sultan Ismail, 50250 Kuala Lumpur on the 29th day of November 2004 the special resolution set out i:nthe a:n:nexure marked with the letter "A" and signed by me for purposes of identification was duly passed.


~ ~~ .. .. ............................. .. S UL N1ZAM YASIN (LS 06929)

Secretary BIMB HOLDINGS BERHAD

(This document is lodged on behalf of the company by SAIFUL NIZAM YASIN (LS 06929) of 14th Floor, Dami Takaful, Jalan Sultan Ismail, 50250 Kuala Lumpur. Tel No.: 03-26168000).

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423858 \ X \

( This is the annexure marked "A" referred to in the notice of resolution signed by me on the 14th day of December 2004)

Special Resolution

4.,A p (, ' __..~ ............................... .

SAIFUL NIZAM YASIN (LS 06929) Secretary


Amendments to the Memorandum of Association of BIME Holdings Berhad

THAT the Company's Memorand= of Association be and hereby altered by deleting Clause 6 in its entirety and substituting therefore the following:-

Clause 6 The capital of the Company is Ringgit Malaysia Two Billion (RM2,000,000,000.00) divided into 2,000,000,000 ordinary shares of RMl.00 each.

Amendments to the Articles of Association of BIMB Holdings Berhatl

1) i) Article 2 -=-Interpretation

THAT the meanings of the following words in the existing Article 2 which read as follows:- ·

Words Meanings

"Government Directors appointed by the Special Shareholder Appointed Directors"

"Special Share" The one Special Right Redeemable Preference Share of RMl.00

2

"Special Shareholder" The Minister of Finance (Incorporated), a body corporate established under Minister of Finance (Incorporation) Act, 1957.

Be deleted in its entirety.

ii) THAT the meaning of the following word in the existing Article 2 which read as follows:-

"Central Depository" Malaysian Central Depository Sdn. Bhd.

Be deleted in its entirety and substituted with the following:-

"Central Depository" Bursa Malaysia Depository Sdn. Bhd.

2) Article 6 -Authorised Capital

IBAT the existing Article 6 which reads as follow:

"The capital of the Company 1s RM2,000,000,000.00 divided into 1,999,999,999.00 ordinary shares ofRMl.00 each and one Special Share ofRMl.00"

Be deleted in its entirety and substituted with the following:-

Article 6 "The capital of the Company is RM2,000,000,000.00 divided into 2,000,000,000 ordinary shares of RMI. 00 each."

3) Article 7 (a), Cb), (cl, (d), (e), (f) (i) & (ii) - Shares

·.

IBAT the existing Article 7 (a), (b), (c), (d), (e) and (f) (i) & (ii) which read as follows:-

7 (a) "The Special Share may only be issued to and held by the Special - Shareholiiet:" - · --- · --- - - - -- -- · -- - --- - --

7 (b) "The Special Shareholder shall have the right from time to time to appoint not more than two persons to be Directors who shall be called 'Government Appointed Directors."

3

7 (d)

7 (e)

7 (f)

"The Special Shareholder shall be entitled to receive notices of and to attend and speak at all General Meetings or any other meeting of any class of shareholders of the Company, but the Special Share shall carry no right to vote nor any other rights at any such meeting"

"The Special Shareholder may, subject to the provisions of the Act, require the Company to redeem the Special Share at par at any time by serving written notice upon the Company and delivering the relevant share certificate. In a distribution of capital in a winding up of the Company, the Special Shareholder shall be entitled to repayment of the capital paid up on the Special Share in priority to any repayment of capital to any other Member. The Special Share shall confer no other right to participate in the capital or profits ofthe Company."

''Notwithstanding any provisions in these Articles to the contrary, each of the following matters shall be deemed to be a variation of the rights attaching to the Special Share and shall accordingly only be effective with the consent in writing of the Special Shareholder:-

(i) Amendment of certain articles

The amendment, removal or alteration of the effect of all or any of following articles or where specified parts of the following articles:

The definitions of "Special Share" and "Special Shareholder" in Article 2, This Article (The Special Share), Article 27 (Limitation on Shareholdings) Article 60B (Government Appointed Directors)

(ii) Winding up

A proposal·forthe-voluntary ·winding0 up· ·or ·dissolution· of the Company"

Be deleted in its entirety

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4) Article 60A [bl-Minister's consent for Director's Appointment

THAT the existing Article 60A (b) which read as follows:-

"No person shall be elected or appointed as a Director or an alternate Director of the Company without prior written consent of the Minister to such election or appointment."

Be amended by deleting the words "consent of the Minister" appearing in line 2 and by inserting the words "approval of Bank Negara Malaysia" immediately after the word "written" appearing in line 2 and the amended Article 6DA(b) shall read as follows:-.

Article 60A (b)

"No person shall be elected or appointed as a Director or an alternate Director of the Company without prior written approval of Bank Negara Malaysia to such election or appointment."

5) Article 60B (a). (b). (c) (i) & (ii] and (d) - Government Appointed Directors

THAT the existing Article 60B (a), (b), (c) (i) & (ii) and (d) which read as follows:-

60B (a) "The appointment, nomination, removal or termination of the appointment or nomination of any Government Appointed Director shall be in writing served on the Secretary together with in the case of an appointment or nomination, the consent of the person concerned and such notice shall be signed by or on behalf of the Special Shareholder."

60B (b) "Save as provided in this Article, the provisions of these Articles (relating to Directors genera11y) shall apply to the Government Appointed Directors as they apply to other Directors."

60B (c) "Notwithstanding anything to the Contrary in these Articles, but subject to the Act :-

(i) If a Government Appointed Director ceases to hold such office the vacancy may only be filled by appointment by the Special Shareholder pursuant to this Article.

(ii) The provision of these Articles relating to the appointment and retirement of Directors shall not apply to Government Appointed Directors."

5

60B ( d) "If an existmg Director 1s nominated to be a Government Appointed Director he shall on the termination of his nomination continue to be a Director of the Company but shall retire at the next following Annual General".

Be deleted in its entirety.

6) Article 70-0ffice of Director vacated in certain cases

THAT the existing Article 70 which reads as follows:-

"The office of Director including a Government Appointed Director shall ipso facto be vacated if such Director-

70 (a) ceases to be a Director by virtue of the Act;

70 (b) becomes banlaupt or makes any arrangement or composition with its creditors generally;

70 ( c) becomes prohibited from being a Director by reason of any order made under the Act;

70 (d) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental disorder;

70 ( e) resigns his office by notice in writing to the Company;

70 (f) The office of a Director including a Govemment Appointed Director shall ipso facto be vacated if such Director is absent from more than 50% of the total board of directors' meetings held during a financial year, unless an exemption or waiver is obtained from the Kuala Lumpur Stock Exchange or any other relevant authorities.,,

6

Be amended as follows:-

i) by deleting the word "including a Government Appointed Director" appearing at line 1 of Article 70

ii) by deleting the word "including a Government Appointed Director" appearing in line 1 of Article 70 (±).

and TIIAT amended Article 70, shall read as follows:-

"The office of Dfrector shall ipso facto be vacated if such Director

Article 70 (a) ceases to be a Director by virtue of the Act;

Article 70 (b} becomes bankrupt or makes any arrangement or composition with its creditors generally;

Article 70 (c) becomes prohibited from being a Director by reason of any order made under the Act;

Article 70 (d) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental disorder;

Article 70 (e) resigns his office by notice in writing to the Company;

Article 70 (f) the office of a Director shall ipso facto be vacated if such Director is absent from more than 50% of the total board of directors' meetings held during a financial year, unless an exemption or waiver is obtained from the Kuala Lumpur Stock Exchange or any other relevant authorities."

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7) Proceeding of Directors

To insert the following new Article 77 (d), (e), (f) & (g) immediately after the existing Article 77 (c) to read as follows:-

Article 77 (d) "for the purpose of Article 77 (a) and subject to the laws for the time being in force in Malaysia the contemporaneous linking together by an instantaneous telecommunication device of a number of Directors no

· less than the quorum required by Article 77 (a), whether or not any one or more of the Director (s) is out of Malaysia, is deemed to constitute a meeting of the Directors and all provisions of these Articles as to the meetings of the Directors will apply to such meeting held by instantaneous telecommunication device so long as the following conditions are met:-

(i) all Directors shall have received notice of a meeting for the purpose of such meeting. Notice of any such meeting will be given on the instantaneous telecommunication device or in any other manner permitted by these Articles;

(ii) each of the Directors taking part in the meeting by the instantaneous telecommunication device must be able to hear and/or see each of the other Directors taking part at the commencement and for the duration of the meeting;

(iii) at the commencement of the meeting, each member Directors must acknowledge his presence for the purpose of the meeting to all of the other Directors taking part.

Article 77 (e) A Director may not leave the meeting by disconnecting his instantaneous telecommunication device unless he

··has·prevwusly obtained t/rrexpress·-consent ·· of the·· Chairman or chairman of the meeting, as the case may be, and a Director will be conclusively presumed to have been present and to have formed part of the quorum at all times during the meeting by instantaneous telecommunication device unless he ·has previously obtained the express consent of the Chairman or chairman of the meeting, as the case may be, to leave the meeting.

8

Article 77 (/) Minutes of the proceedings at a Directors meeting by instantaneous telecommunication device will be sufficient evidence of such proceedings and of the observance of all necessary formalities if certified as correct minutes by the Chairman or chairman of the meeting, as the case may be.

Article 77 (g) For the purpose telecommunication telecommunication visual capacity. "

of Article 77, ·"instantaneous device'' means any

conferencing device with or without

8) Article 83 - Chairman of Board of Directors

THAT the existing Article 83 which read asfollows:-

"The Special Shareholder shall have the right to appoint one of the Government Appointed Directors as the Chairman of the Board of Directors for such period as the Special Shareholder shall detennine. The Chairman or in ms absence the Deputy Chairman (if so appointed by the Directors) shall preside at meetings of the Directors, but if the Special ·shareholder shall have not so appointed the Chairman or if at any meeting the Chairman or the Deputy Chairman is not present within half an hour after the time appointed for holding the meeting, the Directors present may choose one of their number to be Chairman of the meeting".

Be deleted in its entirety and THAT the following be inserted in place thereof:

Article 83 "The Chairman or in his absence the Deputy Chairman (if so appointed by the Directors) shall preside at meetings of the Directors, but if at any meeting the Chairman or the Deputy Chairman is not present within half an hour after the time appointedfor holding the meeting, the Directors present may choose one of their number to be Chairman of the meeting".

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9) Article 87 - Resolution Signed by Directors to be Valid

THAT the existing Article 87 which read as follows:-

"A resolution in writing signed by all the Directors or their Alternates who may at the time be present in Malaysia at least one of whom shall be a Government Appointed Director, shall be as valid and effectual as if it had been passed by a meeting of Directors duly called and constituted. Any such resolution may consist of several documents in like form each signed by one or more Directors. A Directors' Resolution shall be inoperative if it shall purport to anthorise or to do any act which a meeting of the Directors has decided shall not be authorised or done, until coniirmed by a meeting of the Directors."

Be amended be deleting the words "at least one of whom shall be a Government Appointed Director" appearing in line 2 and the amended Article 87 shall read as follows:-.

Article 87 "A resolution in writing signed by all the Directors or their Alternates who may at the time be present in Malaysia, shall be as valid and effectual as if it had been passed by a meeting of Directors duly called and constituted. Any such resolution may consist of several documents in like form each signed by one or more Directors. A Directors' Resolution shall be inoperative if it shall purport to authorise or to do any act which a meeting of the Directors has decided shall not be authorised or done, until confirmed by a meeting of the Directors."

I 0) General Amending Provision

THAT the phrase "Kuala Lumpur Stock Exchange" whenever appearing in the Articles of Association of the Company be substituted with "Bursa Malaysia Securities Berhad".

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FORl\l! 11 Companies Act 1965


To tbe Registrar of Companies,

Section 154(1)

At a general meeting of the members of BIMB HOLDINGS BERHAD duly convened and held at 11 th Floor, Darul Takaful, Jalan Sultan Ismail, 50250 Kuala Lumpur on the 28 th day of June, 2002 the special resolution set out in the annexure marked with the letter "A" and signed by me for purposes of identification was duly passed.

Dated this I st day ofJuly, 2002

UL NIZAM YASIN (LS 06929) Secretary

BIMB HOLDIN"GS BERHAD

(This document is lodged on behalf of the company by SAIFUL N1ZAM YASIN (LS 06929) of 14th Floor, Darul Takaful , Jalan Sultan Ismail, 50250 Kuala Lumpur. Tel No. : 03-26935566).

( This is the annexure marked "A" referred to in the notice of resolution signed by me h SC T • en L~e l 02.v of Julv ')fl1Y1 )

., ., ! -vu ....

SPECIAL RESOLUTION

~ .................. P ..... -:· ......... . SAlFUL NIZAM YASIN (LS 06929)


AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1) That the existing Article 2 be amended by inserting the -following definitions:-

Words

"Approved Ma1·ket Place"

"Authorised Nominee"

"Securities"

Meanings

A stock exchange which is specified to be an approved market place in the Securities Industry(Central) (Depositories) (Exemption) (No. 2) Order 1998

A person who is authorised to act as nominee as specified under the Rules.

Includes shares, debentures, stock or bonds issued or proposed to be issued and any right or option in respect thereof

"Government Directors"

Appointed Directors appointed by the Special Shareholder

2) Article 8(e)(i) & (ii)- Rights of preference shareholders

That the existing Article 8(e)(i) & (ii) which reads as follows :-

8(e)(i) "Preference shareholders shall have the same rights as ordinary shareholders as regards receiving notices, reports and balance sheets and attending general meetings of Company."

8(e)(ii) ''.Preference shareholders shall also have the right to vote at any meeting convened for the purpose of reducing the capital or winding up or sanctioning a sale of the principal undertaking or where the proposition to be submitted to the meeting directly affects their rights and privileges or when the dividend on the preference shares 1s m arrears for more than six months."

be amended as follows:

i) by substituting the words "balance sheets" appearing at line 4 of Article 8(e)(i) with the words "audited accounts'';

ii) by deleting the existing Article 8( e) (ii) in its entirety and inserting in place thereof the following;

(ii) Preference shareholders shall have the right to vote at any general meeting in each of the following circumstances

a) when the dividend or part of the dividend on their shares is in arrears for more than six (6) months; .

b) on a proposal to reduce the capital;

c) on a proposal to dispose the whole of the Company's property, business and undertaking;

d) on a proposal that affects rights ·attached to their shares;

e) on a proposal to wind up the Company; and

f) during the winding up of the Company.

(iii) Holders of preference shares shall also be entitled to a return of capital in preference to holders of ordinary shares when the Company is wound up.

423858 I X I

and that the amended Article 8(e)(i) & (ii) & (iii) shall read as follows:-

8(e)(i)

8(e)(ii)

"Preference shareholders shail have the same rights as ordi11ary shareholders as regards receiving 11otices, reports and audited accounts and atte11di1tg genel'al meetings of the Compa11y."

"Prefere11ce .shareholders shall have the right to vote at any ge11eral meeting in each oft!tefollowi11g circumsta11ces:

a) whe,i the dividend or part of the divide11d 011 their shares is i11 arrears for more t/za11 six (6) mo11ths;

b) 011 a proposal to reduce t/ze capital;

c) 011 a proposal to dispose the whole of the Compai,y's property, business a11d u11dertaki11g;

d) 011 a proposal that affects rights attached to their shares;

e) 011 a proposal to wind up the Compa11y; and

j) during the wi11di11g up of the Compa11y."

8 (e)(iii) "Holders ofprefere11ce shares shall also be entitled to a return of capital ill preference to holders of ordi11ary shares whe11 the

, Company is wound up. "

3) Article 2l(a) - Form of transfer

That the existing Article 2l(a) which reads as follows:-

"Subject to the restrictions of these Articles and as otherwise provided under the Rules and the Central Depositories Act, shares shall be transferable but every transfer must be in writing and in such fonn approved from time to time by The Kuala Lympur Stock Exchange or any other Exchange on which the Compar!.y' s shares are listed."

be deleted in its entirety and that the following be inserted in place thereof :

[ 423858 X

Article 21 (a) "The transfer of any Deposited Security of the Company shall be by way of book entry by the Central Depository in accordance with the Rules of the Central Depository and, notwithstanding Sections 103 and 104 of the Act, but subject to sub-section 107C (2) of the Act and any exemption that may be made from compliance with Sub-Section 107C (1) of the Act , the Company shall be precluded from registering and effecting any transfer of the Deposited Security."

4) . By inserting a new Article 21(i) immediately after the existing Article 21(h) to read as follows:-

21(i)-Transmission of securities from foreign register

(a) "Where:-

i) the securities of the Company are listed on an Approved Market Place; and

ii) the Company is exempted from complia,,ce with Section 14 of the Central Depositories Act 1991 or Section 29 of the Securities Industry (Central Depositories) (Amendme11t) Act 1998, as the case may be, under the Rules of the Ce11tral Depository in ll'espect of such securities,

the Company shall, upon request of a securities holder, permit a transmission of securities held by such securities holder from t!te register of holders maintained by t!ie Share Registrar of the Company in the jurisdiction oftlte Approved Market Place (hereinafter referred to as "the Foreign Register''), to the register of holders maintained by the Share Registrar of the Company i11 Malaysia (hereinafter referred t'o as "the Malaysian Register'') provided that there' shall be 1w change in the ownership of such securities."

(b) "For tlte avoidance of doubt, where Paragraph (a) (i) and (ii}) above applies, the Company shat/. not allow any transmission of securities fi·om the Malaysia11 Register to the Foreign Register."

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5) Article 21(d)-Refusal to transfer

6)

That the existing Article 2l(d) which reads as follows:

"The Directors may decline to register any transfer of shares or stock (not I being a fully paid share) to a person of whom they shall not approve, and they may also decline to register the transfer of a share on which the Company has a lien or the transfer of a share to which the restrictions under Articles 5 and 27 apply."

be deleted in its entirety and that the following b~ inserted in place thereof:

Article 21 ( d) "The Directors may request the Central Depository to decline to register any Deposited Security ill respect of which the restrictions under Articles 5 and 27 apply."

Article 41(a)(i) - Notice of meetings

That the existing Article 4l(a)(i) which reads as follows:

"Subject to the provisions of the Act relating to special resolutions and agreements for shorter notice, 14 days notice at the least (exclusive of the day on which the notice is served or deemed to be served, and the day for which notice is given) specifying the place, the day and the hour of meeting and in case of speci&l business, the general nature of that business accompanied by a statement regarding the effect of any proposed resolution in respect of any such special business shall be given to such persons as are entitled to receive these notices from the Company, as provided for in these Articles, and by advertisement in the daily press and in writing to the Kuala Lumpur Stock Exchange and any other Exchange npon which the Company's shares are listed."

be deleted in its entirety and that the following be inserted in place thereof:

Article 41 ( a)(i) "The 11otice convening a meeti11g shall specify the place, day and hour of the meeting and shall be given to all shareholders at least fourteen (14) days before the meeting or at least twenty one (21) days before the meeting where any special resolution is to be proposed or it is an annual meeting. Any 11otice of a meeti11g called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolution in respect of such special business. At least fourteen (14) days' or twenty one (21) days' notice i11 the case where any special resolution is proposed or where it is· the a1111ual meeting of every such meeting shall be give11 by advertiseme11t in the daily press and in writing to the Kuala Lumpur Stock Exchange .and any other exchange upon which the Company's securities are listed."

,.:

I '.

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f l I j

l i 1

(423858 / X / --7) To insert the foHowing new Article 51(d) immediately after the existing

Article SI(c) to read as follows:-. ·

5J(d)-Appointment Of More Than One Proxy

" Where a member of the Company is au Authorised Nominee as defi11ed under the 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 staniling to (he credit of the said Securities.A.ccoimt,"

8) Article 60B (c)(i) & (ii)-Government Appointed Directors

That the existing Article 60B (c)(i) & (ii) which reads as follows:-

60B(c) "Notwithstanding anything to the contrary in these Articles, but subject to the Act:-

(i) If a Government Appointed Director ceases to hold such office the vacancy may only be filled by appointment by the Special Shareholder pursuant to this Article."

(ii) "The provisions of these Articles relating to the appointment and retirement of Directors shalJ not apply to Government Appointed Directors".

be amended by deleting the existing Article 60B(c) (ii) in its entirety anp that' the amended Article 60B (c) (i) shall read as follows:- ·

60B(c) "Notwithstandbig anyt!iing to the contrary in these Articles, but subject to the A ct :-

(i) If a Governmellt Appointed Director ceases to hold such office the vaca11cy may only be filled by appointment by the Special Shareholder pursuallt to this Article."

j i, )i

I 423858 X

9) Article 61-Retirement of Directors

That the existing Article 61 which reads as follows:

"Subject to Article 60B, at th\l first annual general meeting of the Company all the Directors shall retire from office, and at the annual general meeting in every subsequent year one-third of the Directors for the time being, or if their number is

not three or a multiple of three, then the number nearest one-third, shall retire from office."

be amended by deleting the words "Subject to Article 60B" appearing at line 1 Article 61 and by inserting the words "and be eligible for re-election, PROVIDED that all Directors shall retire from office once at least in each three years, but shall be eligible for re-election" immediately after the words "from office" appearing in line 6 and the amended Article 6 I shall read as follows:-

"At tlte first a11nual general meeti1tg of tlte Company all tlte Directors shall retire from office, and at t/ze an1tual ge11eral meeting in every subsequent year one-third of tlze Directors for the time bei1tg, or if their 1tumber is not tltree or a multiple of three, tlte11 tlte 11umber larger than one-third, shall retire from office and be eligible for re-election, PROVIDED that all Dil'ectors shall relire from office once al least in each three years, bul _shall be eligible for re-election."

10) Article 70(f)-Office of Director vacated in certain cases

That the existing Article 70(f) which reads as follow :-

"The office of Director including a Government Appointed shall ipso facto be vacated if such Director for more than six month is absent without permission of the Directors from meetings of the Directors held during that period."

be deleted in its entirety and inserting in place thereof the following:

"Tfte office of a Director illcludillg a Government Appointed Director shall ipso facto be vacated if suclt Director is absent from more than 50% of tlze total board of directors' meetings held during a fi11a1tcial year, unless an exemption or waiver is obtained from the Kuala Lumpur Stock Exclta11ge or any other relevant authorities."

11) Article 88-Appointment Of Managing Or Executive Director

That the existing Article 8 8 which reads as follows:

"Subject to Article 4 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 term as they think fit but if the appointment is for a fixed term, the terms shall not exceed 5 years and subject to the term of any agreement entered into any

particular case may revoke any such appointment. A Director so appointed shall not, while holding that office, be subject to retirement by rotation or be taken into account in determining the rotation or be taken into account in determining the rotation ofretirement of Directors, but his appointment shall be automatically determined ifhe ceases from any cause to be a Director."

be amended as follows :

i) by deleting the word "five" appearing at line 5 of Article 88 and substituting with the word "three (3)"

ii) by deleting the words "A Director so appointed shall not, while holding that office, be subject to retirement by rotation or be taken into account in determining the rotation or be taken into account in determining the rotation of retirement of Directors, but his appointment shall be automatically determined if he ceases from any cau~e to be a Director."

and that the amended Article 88 shall read as follows:-

"Subject to Article 4 hereof, the Directors may from lime to time appoint one of their body to the office of managing or executive Director for such period and on such terms as they tlti11k 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 any particular case may revoke any such appointment."

12) Article 89-Powers

That the existing Article 89 which reads as follows:

"The Directors may entrust to and confer upon a managmg 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 may from time to time revoke, withdraw, alter or vary all or any of those powers."

be amended by inserting the words "A managing director shall be subject to tbe control of the board of directors." after the words " ... those powers." appearing at line 6 Article 89 and that the amended Article 89 shall read as follows:-

"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, a1td may from time to time revoke, withdraw, alter or vary all or a1ty of those powers. A ma1tagi1tg director shall be subject to the control of the board of directors."

13) Article 92(d)(i) & (ii) - Presentation of accounts

That the existing Article 92(d)(i) & (ii) which reads as follows:

i) "The Directors shall from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and reports in accordance with the Act."

ii) "The interval between the close of a financial year of the Company and the issue of accounts relating to it shall not exceed 6 months."

be amended as follows:

i) by substituting the words "profit and loss account " appearing at line 3 and 4 with the words "income statements " and inserting the words "explanatory notes" after the words "balance sheet" appearing at line 4 of Article 92(d)(i); and

ti) by substituting the words "accounts relating to it shall not exceed 6 months." appearing at line 2 and 3 of Article 92(d)(ii) with the words " the annual audited accounts and the Directors' and Auditors' reports relating thereto shall not exceed four (4) months".

; /

and that the amended Article 92( d)(i) & (ii) shall read as follows :-

(i) "The Directors shall from time to time cause to be prepared and to be laid before the Company in general meeting income statements, balance sheets, explanatory 1totes, group accou1tts (if any) and reports in accordance with the Act."

(ii) "The inten,al between the close of a financial year of the Company and the issue of the annual audited accounts and the Directors' and Auditors' reports relating thereto shall not exceed four (4) months."

14) Articlel07A-~indingUp

That the existing Article I 07 A which reads as foJlows

"On the voluntary liquidation of the Company no commission or fee shall be paid to a liquidator unless it shall have been approved or ratified by the shareholders. The amount of such payment shall be notified to all shareholders at least 7 days prior to the meeting at which it is to be considered."

be amended by deleting the word "or ratified" appearing at line two and that the amended Article 107A shall read as follow:-

Article 107A "On the voluntary liquidation of the Company no commission or fee shall be paid to a liquidator unless it shall have been apprITTJed by the shareholders. The amount of such paj1111ent shall be notified to all shareholders at least seven (7) days prior to the meeting at which it is to be considered."

I 5) That a new Article 111 be inserted to read-as follows:-

Article 111 (1) Notwithsta11di11g a11ythi11g co11tai11ed in these Articles, if the Listi11g Requireme11ts prohibit an act being done, the act shall 1101 be done.

Nothi11g co11tained i11 these Articles prevellts an act bei11g do11e that the Listing Requireme11ts require to be do11e.

If the Listing Requirei11e11ts require an act to be done or 110t to be dolle, authority is given for that act to be done or /lot to be done (as the case may be).

If the Listing Requireme11ts require these Articles to contai11 a provision and they do 1101 co11tain such a provisio11, these Articles are deemed to contai11 that provisio11.

If the Listing Requirements require these Articles not to co11taiJt a provision and they co11tai11 such a provision, these Articles are deemed 11ot to contain that.provisioll.

If ally provision of these Articles is or becomes inconsistent wit!{ the Listing Requirements, these articles are deemed Jtot to contain that provision to the exte11t of the inconsistency.

For the pwpose of this article, unless the context otherwise requires, "Listing Requirenzents" 11tean.s the Listing Requirements of Kuala Lumpur Stock Exchange including any amendment to the Listing Requirements that may be made from time to time.

(This document is lodged on behalf of the company by SAJFUL NIZAM YASIN (LS 06929) of 14th Floor, Darul Takaful , Jalan Sultan Ismail, 50250 Kuala Lumpur. Tel No. : 03-26935566).

I 4Lj~.)~ / X

FORM 11 Companies Act I 965


Section I 54(1)


At a general meeting of the members of BIMB HOLDINGS BERHAD duly

convened and held at 5th Floor, Wisma .Bandar, No. 18, Jalan Tuanku Abdul

RlJJ!man, 50100 Kuala Lumpur on the 28th day of November 1998 the special

resolution set out in the annexure marked with the letter "A" and signed by me .for

purposes of identification was duly passed.

Dated this 21st day of December 1998

--~~······················ FADZIL BINYUSOFF (LS 01264)


(This document is lodged on behalf of the company by F ADZIL BIN YUSOFF (LS 01264) of 9th Floor, Menara Tun Razak, Jalan Raja Laut, 50350 Kuala.Lumpur. Tel No. 2935566)

·1 ,f I i ! I I '

•

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: 423858. 1 _~ 1_

(This is the annexure marked "A" referred to in the notice ofresolution signed by me on the 21st day of December 1998)

SPECIAL RESOLUTION I

FADZIL BIN YU OFF (LS 01264) Secretary


AMENDMENT TO THE MEMORANDUM OF ASSOCIATION

THAT the Company's Memorandum of Association be and are hereby amended by renumbering the existing clauses 4(50), 4(51) and 4 (52) as Clauses 4 (51 ), 4 (52) and 4 (53) respectively and by inserting a new Clause 4(50) to read as follows:-

4(50) To acquire the Company's own shares and stocks and to deal with the acquired shares and stocks in a manner as may from time to

time be prescribed and allowed by law.

(This document is lodged on behalf of the company by FADZIL BIN YUSOFF (LS 01264) of 9th Floor, Menara Tun Razak, Jalan Raja Laut, 50350 Kuala Lumpur. Tel No. 2935566)

i '' i~. j -1, F p .1

E42}85is+x--/------- ----------- ---------------- ---- -- ----- --- -- ---- ------ ---

FORM II Companies Act 1965

Section 154(1)



At a general meeting of the members of BIMB HOLDINGS BERHAD duly

convened and held at S'h Floor, Wisma Bandar, No. 18, Jalan Tuanku Abdul

Rahman, 50100 Kuala Lumpur on the 28th day of November 1998 the special

resolution set out in the annexure marked with the letter "A" and signed by me for

purposes of identification was duly passed.


............................ , ............................. .. FADZILBINYUSOFF(LS 01264)


(This document is lodged on behalf of the company by F ADZIL BIN YUSOFF (LS 01264) of 9th Floor, Menara Tun Razak, Jalan Raja Laut, 50350 Kuala Lumpur. Tel No. 2935566)

i !

\,

i ..

(This is the annexure marked "A" referred to in the notice ofresolution signed by me on the 9th day of December 1998)

SPECIAL RESOLUTION 11

FADZIL BIN YUSOFF (LS 01264) Secretary


AMENDMENTS TO THE ARTICLES OF ASSOCIATION

That the Company's Articles of Association be and are hereby amended in the following manner:-

i. ARTICLE 2

That the existing Article 2 be amended as follows:-

By deleting the words· 'Corp-oratron UmterForargn Control' and the meaning ascribed to it in its entirety.

By deleting the words 'Entitled Person' and the meaning ascribed to it in its entirety.

By deleting the words 'Foreign Corporation' and the meaning ascribed to it in its entirety.

By substituting the existing meaning of the word 'Foreigner' with the following:-

shall have the same meaning assigned to it under Regulation 2 of the Foreign Ownership Regulations.

1423858 1 xi 2

ii. ARTICLE 4

That the existing Article 4 be amended as follows:-

i) By deleting the words 'or any foreign corporation or any corporation under foreign control' appearing at lines 4, 5 and 6 of sub-article 4(a); and

ii) By deleting the existing sub-article 4(b) and inserting in place thereof the following;

No person other than a Malaysian citizen shall be qualified to hold .office as a chief executive officer (by whatever name called) or Secretary of the Company and no person other than a Malaysian citizen or no body corporate or firm which is not controlled by Malaysian citizens shall be appointed as Auditor of the Company;

and that the amended Article 4 shall read as follows :- .

4 (a) 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.

(b) No person other than a Malaysian citizen shall be qualified to hold office as a chief executive officer (by whatever name called) or Secretary of the Company and no person other than a Malaysian citizen or no body corporate or firm which is not controlled by Malaysian citizens shall be appointed as Auditor of the Company.

iii. ARTICLE 5(a)

That the existing Article 5(a) which reads as follows:~·

5(a) The Directors shall ensure that not less than fifty one (51) per cent of the shares in the Company shall at all times consist of or be issued or allotted to and registered in the name of the Federal or State Governments or Bumiputra Institution or body corporate, being Bumiputra companies and not being corporations under foreign control, duly approved for the purpose of this Article by the Minister.

j 423~5~ [ X[

3

The Directors shall further ensure that the shares so issued, allotted to or registered shall not thereafter at any time be assigned or transferred to or held by anybody or institution which is not abovestated.

be deleted in its entirety and that the following be inserted in place thereof:-

5 (a) The Directors shall ensure that not Jess than fifty one (51) per cent · of the shares in the Company shall at all times be held by or be issued or allotted to and registered in the name of the Federal or State Governments or Bumiputra Institutions or bodies corporate, being Bumiputra companies and not being a Foreigner, duly approved for the purpose of this Article by the Minister.

The Directors shall further ensure that the shares so issued, allotted to or registered shall not thereafter at any time be assigned or transferred to or held by anybody or institution which is not abovestated.

iv. ARTICLE 7

That the existing Article 7 be amended by inserting a new sub-article (g) to read as follows:~

7 (g) Where the capital of the Company consists of shares of different monetary denominations, voting rights shall be prescribed in such a manner that a unit of capital in each class, when reduced to a common denominator, shall carry the same voting power when such right is exercisable.

v. ARTICLE 8

That the existing Article 8 be amended by inserting the following new Article S(vi) immediately after the existing Article S(v) :-

Notwithstanding anything to the contrary in these Articles but subject always to the provisions of the Act and the requirements of the Kuala Lumpur Stock Exchange or any other Exchange on which the Company's shares are listed and/or any other relevant authority, the Company may buy ordinary shares in itself. Any ordinary shares in the Company so purchased by the Company shall be dealt with as provided by the Act and the requirements of the Kuala Lumpur Stock Exchange or any other Exchange on which the Company's shares are listed and/or any other relevant authority.

4

vi. ARTICLE 21(a)

That the existing Article 21 (a) be amended by deleting the words 'and as' appearing at line 2 and by substituting the word 'The' appearing at line 6 with the word 'the' and that the amended Article 21 (a) shall read as follows:-

21. (a) Subject to the restrictions of these Articles and as otherwise provided under the Rules and the Central Depositories Act, shares shall be transferable but every transfer must be in writing and in such form approved from time to time by the Kuala Lumpur Stock Exchange or any other Exchange on which the Company's shares are listed.

vii. ARTICLE 21 (g)

That the existing Article 21 (g) be amended by inserting the words 'together with the certificate' immediately after the word 'transfer' appearing at line 2 and by deleting the words 'together with the certificate of the shares to be transferred' appearing at lines 3 and 4 and that the amended Article 21 (g) shall read as follows:- ·

21 (g) For the purpose of registration every instrument of transfer together with the certificate shall be left at the office of the Company's registrar and such other evidence as the Company may require to prove the title of the transferor or his right to transfer the shares.

viii. ARTICLE 26 (c) (i)

Thai the existing Article 26 {c) (i) be amended by substituting the words 'the aforesaid notice must be served by him oh the Central Depository' appearing at lines 7 and 8 with the words 'he shall do so in accordance with the Rules' and that the amended Articles. 26(c) (i) shall read as follows:-

lf 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 is a Deposited Security and the person becoming so entitled elects to have the share transferred to him he shall do so in accordance with the Rules.

I' i· 1· i

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1423858 1 xi 5

ix. ARTICLE 27(a)

That the existing Article 27(a) be amended by deleting in its entirety the penultimate paragraph thereof which reads as follows:-

"foreigners" includes foreign corporation and corporation and corporation under foreign control and persons who are not Entitled Person as defined under Article 2.

and by inserting the following additional definitions:-

'written procedures' means the written procedures established by the Company pursuant to Regulation 5 of the Foreign Ownership Regulations.

"entitled Foreigner" means a Foreigner who is determined in accordance with the written procedures to be entitled to Rights and Obligations including the right to vote at general meetings of the Company.

"non-entitled For!3igner" means a Foreigner who is determined in accordance with the written procedures to be entitled to all the Rights and Obligations except the right to vote at general meetings of the Company.

and that the amended Article 27 (a) shall read as follows:-

27(a) In this Article :-

'person' includes an individual, body of persons (corporate or unincorporate), government and statutory body corporation or authority but does not include the Federal Government of Malaysia or any one acting on its behalf;

'Associate' in relation to any person (below referred to in this definitions 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

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---t4~}-8-58-&-11--------------------6

(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 n,amed 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

(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.

"entitled Foreigner" means a Foreigner who is determined in accordance with the written procedures to be entitled lo Rights and Obligations including the right to vote at general meetings of the Company.

"non-entitled Foreigner" means a Foreigner who is determined in accordance with the written procedures to be entitled to all the Rights and Obligations except the right to vote at general meetings of the Company.

I

I

.,I 'I ,i ii : li '

i ·' I

'written procedures' means the written procedures established by the Company pursuant to Regulation 5 of the Foreign Ownership Regulations.

x. ARTICLE 27 (b)

That the existing Article 27(b) which reads as follows:-

27(b) The total number of shares that may be held by foreign.ers at any particular time shall not exceed thirty (30) per cent of all the shares of the Company then in issue arid the Company shall make quarterly announcements by telex or confirmed facsimile to the Kuala Lumpur Stock Exchange or any other Exchange in which the Company's shares are listed in respect of such shareholding.

PROVIDED THAT when such shareholding reaches the maximum thirty (30) per cent limit the announcement ·in respect of the said shareholding shall be made immeciiately.

be deleted in its entirety and that the following be inserted in place thereof:-

27(b) Rights and obligations attaching to shares heid by Foreigners shall be determined in accordance with the written procedures.

The total number of shares held by foreigners to be determined to be entitled to Rights and Obligations, including the right to vote at general meetings of the Company in accordance with the written procedures shall not at any particular time exceed thirty (30) per cent of all the shares .of the Company then in issue. The Company shall make quarterly announcements by confirmed telex or facsimile to the Kuala Lumpur Stock Exchange or any other Exchange in which the Company's shares are listed in respect of the total number of shares held by Foreigners setting out the percentage of shares held by entitled Foreigners, which shall be within the prescribed limit and the shares held by non-entitled Foreigners, if any, respectively."

xi. ARTICLE 27(d)

That the existing Article 27(d) be amended by inserting the words 'in accordance with the provision of written law' immediately after the word 'person' appearing at line 4 and that the amended Article 27(d) shall read as follows:-

27 (d)

xii. ARTICLE 65

65

8

If it appears to them that in relation to any person the limitations set out in (b) and/or (c) above may be exceeded the Directors shall be entitled to refuse to register any shares in the name of that person in accordance with the provisions of written law 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 names of such Associates) and the total voting rights exercisable by him and his Associates (and the names of such Associates) on a poll at general meetings of the Company and the Directors are satisfied as to the contents thereof.

That the existing Article 65 be amended by substituting the word 'thirteen' appearing at line 6 with the word 'fifteen' and that the amended Article 65 shall read as follows :-

The Company may from lime 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 increased or reduced number is to go out of office. Until and otherwise determined as aforesaid the number of Directors shall not be less than five nor more than fifteen.

(This document is lodged on be,half of the company by FADZIL BIN YUSOFF (LS 01264) of 9th Floor, Menara Tun Razak, Jal an Raja Laut, 50350 Kuala Lumpur. Tel No. 2935566)

FORNI I I Companiscs Act I''·>:'

>iOTICE OF RESOLl.'TJ!_i\ BEvlB HOLDINGS BI':RH.-\D

To the Registrar of Companies.

.--:._,..:Li,"!!

At a general meeting of1he members of BI~YlE :-:10LDI~·iG.) BE:R~-L-~D -::Li:·

convened and held at 9th Floor\ l\'{enara Tun Raz:L{, .Jal:Jn R:1j~1 2-~n:r. 2'1.3.5G .:-~:.1:;.J~

Lumpur 0n ,he 5th dav of .July 1997 the speci~. reso1ut;cn ;c,: •:Ln :n °':c cu,ns::;_cr·=

marked \vith rhe krrer "A" and signed by me for :-,q;1:,c:,::·-~ :,f :·-=:-: :, ... .:: ... , , .... ·-,;:-:..:. ......... .

passed.

Dated this 10th dav of .fob : '·9~

f.-\LZIL s;~...;

S:I\IS

!This document is lodged on behalf of the rnrnpc11 1 :- ·,.

l)lc6-!1 ,)f9th Floor. \,[emra Tun Razak_ hlan Re1::.1 :_ ,1,t.

No. _2l)~556()

,_, .... ·--

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(This is the annexure marked "A" referred to in the notice of resolution signed by me on the 10th day of July 1997)

~ FADZIL BIN YUSOFF (LS 01264)

Secretary BIMB HOLDINGS BER.HAD

Pindaan kepada Artikel 65 Tataurusan Persatuan Syarikat RESOLUSIKHAS

DIPUTUSKAN

Bahawa tataurusan Persatuan Syarikat dipinda seperti berikut:-

Artikel 65 yang sediada dipinda dengan menggantikan perkataan 'eleven' dibaris keenam dengan 'thirteen' dan Artikel 65 yang dipinda hendaklah dibaca seperti berikut:-

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 increased or reduced number is to go out of office. Until and otherwise determined as aforesaid the number of Directors shall not be less than five nor more than thirteen.

(TlJis docwnent is lodged on behalf of the company by FADZIL BIN YUSOFF (LS O 1264) of 9th Floor, Menara Tun Razak, Jalan Raja Laut, 50350 Kuala

----------btlffij,UF-,--T-€-l--No--J9llioo.)------------------------------------------------

THE COMPANIES ACT, 1965

PUBLIC COMP ANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF


1. The name of the Company is "BIMB HOLDINGS BERHAD".

7 The Registered Office of the Company will be situate 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 :-

(!) To acquire upon such terms as the Company think fit, all or any of the stock, shares and securities of, and the whole of or any interest in the undertaking of any company, firm or person carrying_ on.lslamic _banking business, or any Takaful business or any business of deali;;:g in securiti~s or as an investment holding company or as investment advisers or as a management company as defined in Section 84( 1) of the Act, or as trustees or nominees, whether the same are carried on together with any other business or not, and to carry on the same or any similar business.

(:Z) To carry on business as an investor and to engage in investment activities generally and in particular (but without prejudice to the generality of the foregoing words) to take and hold or otherwise acquire shares, stocks, debentures, debenture stocks, bond obligations and securities issued or guaranteed by any other company constituted or carrying on business in Malaysia or elsewhere and debentures and debenture stocks, bonds. obligations and securities issued or guaranteed by any government, sovereign. ruler. commissioners, public body or authority. supreme, municipal, local or otherwise, whether at home or abroad.

(3) To raise and borrow money by the issue of shares, stocks, debentures, debenture stocks, bonds, obligations. deposit notes, transferable subscription rights, warrants and otherwise howsoever and to underwrite any such issue.

( 4) To carry on the business of capitalists. financiers and concessionaires, and to undertake. carry on and execute all kinds of financial, commercial, trading and similar operations.

:z

( 5) To act as managers of portfolio investments, agents, trustees or brokers for the sale and purchase of any stocks, shares, investments or securities or in or for any other monetary or mercantile transactions and provide corporate advisory services.

(6) To carry on the business of buying, selling, leasing or letting on hire, hirepurchase or easy payment system of, manufacturers and contractors of and dealers in manufacturing and production machinery, business machines, vessels, aircraft and retail store facilities for use in all industrial commercial fields, computers, agricultural implements and machinery of all sorts, household or office fumiture, domestic or business appliances, motor- vehicles of all kinds and descriptions, building materials and all other things of whatsoever nature or description capable of being used therewith.

(7) To guarantee the payment of any money or the discharge or performance of any obligation by any government, provincial or local authority, governing body, person, firm, corporation or other association, a:nd to give and take counter guarantees.

(8) To issue on commission, subscribe for, take. acquire and hold, sell, exchange and deal in shares, stocks, bonds, and securities of any government, state, company, corporation, municipal or local or other body or authority and to buy or otherwise acquire, hold, issue, place or sell or otherwise deal in stocks, shares, bonds, and securities of all kinds and to give any guarantee or security in relation thereto or otherwise in connection with any stocks, shares, bonds, or securities.

(9) To act as agents for any government or other authority and for public or privme bodies or persons.

( I 0) To act as agents for the issue of any loan by and to, issue and place any stocks, bonds. shares, or securities of any sovereign state or authorities, supreme, local, or otherwise, and to transact all kinds of agency business, and in particular to collect debts and negotiate loans and generally to carry on and undertake any business transaction commonly carried on or undertaken by promoters of companies, financiers, concessionaires, contractors for public works. capitalists, merchant or traders.

( 11) To buy, sell, alter, repair, exchange, deal in and finance the sale of furniture. apparatus, machinery, materials, goods and articles of every description, to hire out or sell any of the same on the hire-purchase system and to carry out by contract or otherwise any work connected therewith.

3

(12) To amalgamate with any company having objects altogether or in part similar to those of this Company and to enter into partnership or into any arrangements for sharing profits, union of interests, co-operation, joint venture or reciprocal concession, with any person or company carrying on or engaged in, any business or transaction which this Company is authorised to carry on or engage in, or any business or transaction capable of being conducted so as directly or indirectly to benefit this Company; and to lend money to, guarantee the contracts of, or otherwise assist, any such person or company, and take or otherwise acquire shares and securities of any such company, and to sell, hold, re-issue with or without guarantee, or otherwise deal with the same.

( 13) To form, promote, subsidise, and assist companies, syndicates and partnerships of all kinds.

(14) To carry on the business of buyers, sellers, importers, exporters, manufacturers of, and dealers in motor cars, cabs, omnibuses, bicycles, sidecars, vans, tmcks, lorries and other vehicles of every description and all kinds of apparatus and conveyances for the transportation by land, sea or air of passengers, produce of goods (whether propelled or moved by spirit, oil, vapour, steam, electricity, or other motive or mechanical power) and of and in all parts thereof and accessories thereto respectively and also of and in all kinds of plant, machinery, appliances, apparatus, implements, tools, utensils, lamps, oils, petrol, spirit and other propelling agents and of and in all articles and things useful or necessary in connection with the above and to lease, lend, let out on hire or hire-purchase all or any of the same.

( 15) To purchase or acquire for investment or otherwise and to traffic in lands, houses, buildings and immovable property of any tenure, or any interest therein, and any movable properly of any desription, or any interest therein, and to sell, exchange, surrender, lease, mortgage, charge, convert, tum to account, dispose of, and deal with property and rights of all kinds, and in particular with mortgages, debentures, produce, concessions, options, contracts, patents, licences, stocks, shares, bonds, book debts, business concerns and undertakings and claims, privileges and choses in action of all kinds.

(16) To undertake or direct the management of the prope11y, buildings, lands and estates (of any tenure or kind) of any person. persons or corporation in the capacity of stewards, receivers or otherwise.

( 1 7) To purchase and sell for any person, persons or corporation freehold or other housing property, buildings or lands, or any shares, interest or interests therein, and to transact on commission or otherwise the general business of an estate agent

4

(18) To import, export, barter, contract, buy, sell, deal in, and to engage in, conduct and carry on the business of importing, exporting, bartering, trading, contracting, buying, selling and dealing in goods, wares and merchandise of every class and description raw, manufactured or produced in any place thoughout the world.

(19) To purchase, construct, equip, improve, alter, develop, maintain, work, manage, carry out or control docks, dams, piers, buildings, airports, watercourse, hydraulic works, telephones, · gasworks, offices, factories, warehouses, mills, shops, schools, machinery, engines, roads, tramways, railways, branches or sidings, bridges, reservoirs, storage tanks, waterhouses, wharves, electricworks, mosques, surau and other buildings works and conveni~nces. which may seem calculated directly or indirectly to advance the Company's interests and to contribute, subsidise or otherwise assist or take part in the construction, equipment, development, improvement, maintenance, working, management, carrying out or control thereof and take any lease and enter into any working agreement in respect thereof.

(20) To take or otherwise acquire and hold shares, stocks, debentures or other securities of or interests in any other company having objects altogether or in part similar to those of this Company or carrying on or about to carry on any business apable or being conducted so as directly or indirectly to benefit this Company.

(21) To undertake and execute any trusts the undertaking where of may seem desirable, and also to undertake the office of executor, administrator, receiver, treasurer, registrar or auditor, and to keep for any company, government authority, or body, any register relating to any stocks, funds, shares, or securities, or to undertake any duties in relation to the registration of transfers and the issue of certificates.

(22) To carry on the business of godown keepers or warehousemen and to hire, purchase, erect or otherwise to acquire a warehouse or godown for any of the purposes of the Company.

(23) 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.

(24 I To carry on the business of manufacturers of and dealers either wholesale or retail in goods. materials, substances and articles made or manufactured or moulded of wood. metal. textiles, fibres, whether natural or artificial. stone or of any plastic or other manufactured or natural substance or material or of any combination thereof.

(25) To improve. manage, develop, lease, grant tight or privileges in respect of, or otherwise deal with, all or any part of the land or other property and rights of the company.

5

(26) To apply for, purchase, or otherwise acquire, (and protect and renew in any part of the world) any patents (patent rights), brevets d'invention (trademarks, designs), licences, concessions and the like, conferring any exclusive or non-exclusive or limited rights to their use, or any secret infonnation as to any invention which may seem capable of being used for any of the purposes of the Company, or the acquistion of which may ·seem calculated directly or indirectly to benefit the Company, and to nse, exercise, develop, or grant licences in respect of, or otherwise tum to accow1t the property, rights or information so acquired, (and to expend money in experimenting upon, testing or improving any such patents, inventions or rights).

(27) To enter into any arrangements with any governments or authorities, supreme, mW1icipal, local or otherwise, or any person or company that may seem conducive to the objects of the Company, or any them, and to obtain from any such government, 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.

(28) To talce concur in tal<i.ng all such steps and proceedings as may seem best calculated to uphold and support the credit of the Company, and to obtain and justify public confidence, and to ave11 or minimise financial disturbances which might affect the Company.

(29) To establish or promote any company or companies for the purpose of acquiring all or any of the property, rights and liabilities of this Company, or for any other purpose which may seem directly or indirectly calculated to benefit this Company.

(30) (a) To carry on the business of prospectors and miners and to undertake all operations in connection therewith and to get, work, raise, win, buy, make merchantable, use, sell, dispose of or deal in all metals or minerals, other substances or production and to grant prospecting, mining and other licences, permits, rights and privileges for such purposes and to carry on any other mettalurigical operations capable of being usefully or profitably carried on in connection with the business of the Company and to sell, dispose of and deal in such produce either in a manufactured state or otherwise or any materials or substances resulting from or to be obtained in the process· of smelting, refining . or manufacturing the same and either free from or in connection with other substances.

6:

(b) To purchase, obtain options to purchase, take on lease or in exchange, hire or otherwise acquire or obtain control of and hold any estate or interest in any metalliferous land or other mineral properties, mines and mining or mineral rights, quarries, grant, concessions, leases, claims or licences or permits to bore or authorities of and over any mines, lands, mineral properties, mining, water and other rights and to explore for petroleum either on-shore or off-shore, produce, refine, treat, distill, manufacture, transport, store, buy, sell, exchange and otherwise acquire, handle and generally deal in and dispose of petroleum and petroleum products, oil, sulphur, natural and artifical gas, asphalt, bitumen, bituminuous substances, carbon, carbon black coal, tin ore and all other minerals and hydrocarbon· and mineral substances of all grades, kinds, forms, descriptions and combinations and all products and by-products which may be derived from the said minerals and substances of any of them.

(31) (a) To carry on the business of planters, growers, cultivators, millers, importers and exporters of cocoa, oil palm, rubber, tobacco, padi, sugar cane, coffee, tea, tapioca, pineapple, coconut, fibre, pepper, spices and any other produce of the soil and to treat, prepare, manufacture, render marketable, buy, sell and dispose of any of such product either in their raw or manufactured stme or by-products derived therefrom and in any other manner thought convenient or advisable whether the same are grown or purchased or sold in Malaysia or elsewhere in the world.

(b) To purchase, lease or otherwise acquire, bold, sell, develop, manage, work, exchange, tum to account, dispose of and deal in land, concessions, estates and agricultural plantations, forest and trading rights and to clear, plant, farm, cultivate, irrigate, grow such agricultural products and to deal in any such produce in any state and or any such lands and to let out sites for and establish temporary or permanent camps, towns and villages on any such lands.

(32) To deal in commodities (including contracts for future delivery thereof) of every kind. character and description whatsoever and purchase, borrow, acquire, hold. exchange, sell. distribute, lend, mortgage, peldge or otherwise dispose of, import, exp01t or tum to account in any manner and generally to deal in or otherwise effect any and all transactions of every kind, character or description whatsoever in or in respect to commodities and products. merchandise, a1ticles of commerce. materials. personal property of every kind. character or description whatsoever and any interest therein and instruments evidencing rights to acquire such interest and to guarantee any obligation relating to transaction made on any board of trade, commodity exchanges or similar institutions in Malaysia or any other pan of the world and to do any and all things which may be useful in connection with or incidental to the conduct of such business.

7

(33) 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 the Company is authorised to carry on, or possessed of property suitable for the purposes of this Company or which can be carried on in conjunction therewith or which is capable of being conducted so as directly or indirectly to benefit the Company.

(34) To pay for any land or rights or other property acquired by the Company and to remunerate any person or company whether by cash payment or by the allotment of shares, or other securities of the Company credited as paid up in full or in pat1 or otherwise.

(35) To vest any immovable or movable, real or personal property, rights or interest acquired by or belonging to the Company in any person or company on behalf of or for the benefit of the Company, and with or without any declared trust in favour of the Company.

(36) To draw, make, accept, endorse, execute, and issue promissory notes, bills of exchange, bills of lading, warrants, at1d other negotible or transferable instruments.

(37) To invest and deal with ilie moneys of the Company not immediately required in any manner as may from time to time be detennined.

(38) To receive money on deposit or loan and borrow or raise money in such matmer 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 ilie 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.

(3 9) To sell, exchange or dispose of the undertakings in land or other property or rights of the Company or any part thereof for such consideration as the Company may think fit, and in particular for shares, or securities of any other company having objects altogether or in part similar to those of this Company.

( 40) To procure the Company to be registered or recognised in any part of the world outside Malaysia.

8

( 41) To establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension or supemnuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or 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 company, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid, and their wives, widows and families, and to subsidise and subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being of the Company or of any such other company as aforesaid, either alone or in conjunction with any such other company as aforesaid.

(42) To apply for, promote and obtain the passing of any Act, Ordinance or Enactment, charter, privilege, concession, licence or authorisation of any government, state or municipality, provisional order or licence or other autbcirity for enabling the Company to carry any of its objects into effect or for extending any of the powers of tbe Company or for effecting any modification of the constitution of the Company or for any other purpose which may seem expedient, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the interests of the Company.

(43) To pay all, or any part of the expenses of, and preliminary and incidental to, the promotion, fom1ation, establishment and registration of any company promoted, formed, established or registered by or on behalf of the Company, and all commission brokerage, discount, underwriting and other expenses lawfully payable which may be deemed expedient for taking, placing or underwriting all or any of the shares orother ob ligations of the Company, or of any company so promoted, formed, established or registered by the Company.

(44) To act as agents or brokers and as trustees for any person or company to undertake and perform sub-contracts and to do all or any of the above things in any part of the world. and either as principals, agents, trustees, contractors or otherwise, and either alone or jointly with others. and either by or though agents, sub-contractors, trnstees or otherwise.

(45) To carry on any other business (whether manufacturing or otherwise) which may seem to the Company capable of being conveniently carried or in connection with the above or calculated directly or indirectly to enhance the value of or render profitable the property or rights of the Company.

(46) To adopt such means of making known and advertising the business and services of the Company as may seem expedient.

9

(47) To issue and allot fully or partly paid shares in the capital of the Company in payment or part payment of any movable or immovable property purchased or otherwise acquired by the Company or any services rendered to the Company.

(48) To make donations for religious, patriotic or charitable purposes.

( 49) To transact any lawful business in aid of Malaysia in the prosecution of any war or hostilities in which Malaysia is engaged.

(50) Subject always to the proviso lastly hereinafter contained to carry on or be interested in all kinds of insurance business, hire purchase business, or other undertal<.ings or operations commonly carried on or undertaken by bankers, capitalists, promoters, financiers or concessionaires, and any other business of any kind whatsoever which may seem to the Company capable of being conveniently carried on in connection with any business of the Company or calculated or indirectly to enhance the value of or facilitate the realisation of the develpoment of, or render profitable, any of the Company's property or rights and to manage real and personal properties and investments either for the Company or for others.

(5 I) To distribute any of the property of the Company among the members in specie or otherwise.

(52) To do all such things as may be deemed 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 clause shall be deemed to include any partnership or other body of persons whether incorporated or not incorporated and whether domiciled in Malaysia or elsewhere and the objects specified in each of the paragraphs of this clause 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 paragraph, but may be carried out in as ti.LIi 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 Memorandum contained shall empower the Company to carry on the business of life assurance or to re-insure any risk under any class of assurance business to which any ordinance relating thereto applies AND that nothing in this Memorandum contained also shall empower the Company to carry on any business or do any thing involving any element which is not approved by the Religion of Islam.

5. The liability of the Members is limited.

10

6. The capital of the Company is Ringgit Malaysia Two Billion (RM2,000,000,000) divided into 1,999,999,999 ordinary shares of RMI.OD each and one Special Rights Redeemable Preference Share of RMI .00 with. power for the Company to increase or reduce the said capital, and to vary or abrogate the rights attached to any class of shares in 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 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 (51) per cent of the membership of and shares in the Company shall at all times consists of or be issued to the Federal and_ any State Government or any Bumiputra Institution or body corporate, being a Bumiputra company and not a corporation under foreign control, duly approved for the purpose ohhis Clause 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 is not any one of the abovestated bodies.

8. Words or expressions contained herein which are defined in the Articles of Association shall be interpreted in accordance with those definitions.

11

We, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association; and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.

Names, Addresses and Descriptions of Subscribers Number of Shares

Tan Sri Dato' Sharnsuddin Bin Abdul Kadir (NRJC No.310819-08-5211) No.1, Lorong Batai Barat Damansara Heights 50490 Kuala Lumpur

Dato' Ahmad Tajudin Bin Abdul Rahman (NRJC No. 471029-02-5289}.

No. 142, Jalan Athinahapan l Tarnan Tun Dr. lsmail 60000 Kuala Lumpur

Total number of shares taken

Dated this 6th day of March. 1997

Witness to the above signatures

taken by each Subscriber

One (1) Sgd.

Company Director

One(!) Sgd.

Banker

Two (2)

Sgd.

MOHAMED ISMAIL BIN MOHAMED SHARJFF Advocate and Solicitor Suite 7.05. 7th Floor Wisma Equity. 150 Jalan Ampang 50450 Kuala Lumpur

12

THE COMPANIES ACT, 1965

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF


TABLE A

1. The regulations in Table A in the Fourth Schedule to the Act shall not apply to the Company except so far as the same are repeated or contained in these Articles.

INTERPRETATION

2. In these Articles 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

the Act

these Articles

Bumiputra Company

Bumiputra Institution

MEANING

- The Companies Act, 1965 and any statutory modification or amendment thereto or re-enactment thereof.

These Articles of Association as 01iginal1y framed or as altered from time to time by Special Resolution.

A company incorporated in Malaysia the membership or shareholders whereof is or are restricted to Bumiputra.

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.

Central Depositories Act

Central Depository

Chairman

the Company

Corporation under foreign control

13

The Securities Industry (Central Depositories) Act 1991 and any statutory modification or amendment thereto or re-enactment thereto.

Malaysian Central Depository Sdn. Bhd.

Includes, in the absence of the Chairman, the Deputy Chairman except for the purposes of Articles 46. SO(b) and 83.

BIMB Holdings Berhad.

Includes:-

(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 these expressions contained in this Article.

( e I A trustee administering a trust which 1s constituted under any foreign law:

(f) a nominee company incorporated in Malaysia which:-

(ii is identified with the word "(Asing)" in its name: and

Deposited Security

Depositor

the Directors

Entitled Person

Foreign corporation

14

(ii) perfom1s the services of a nominee, agent or trustee solely for or on behalf of legal or beneficial owners of securities who are foreigners.

A security standing to the credit of a Securities Account and includes securities in a Securities Account that is in suspense.

A holder of a securities account

- The Directors for the time being of the Company.

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 Malysian citizens and, for the purpose of these Articles, includes the Federal Government or any State Government.

(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 Jaw of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the society. 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 unicorporated society. association or other body which if it were a corporation would be a corporation under foreign control.

Foreign Ownership Regulations- Securities Industry (Central Depositories) (Foreign Ownership) Regulations I 996 and any smtutory modification or amendment thereto or re-enactment thereof.

Foreigner

Malay

Managing Director

Market day

Member

Minister

the Office

Proxy

Record of Depositors

Rights and Obligations

Rules

the Seal

the Secretary

15

A person who is not an Entitled Person.

· A person who professes the religion of Islam, habitually speaks the Malay language, conforms to Malay custom and is a citizen of Malaysia.

includes an executive Director.

Any day between Mondays and Fridays which is not a market holiday or Public holiday.

Any person/persons for the time being holding shares in the Company and whose name appears in the Register of Members ( except Malaysian Central Depository Nominees Sdn. Bhd.) and, subject to the provisions of the Foreign Ownership Regulations, a Depositor whose name appears on the Record of Depositors.

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.

The Registered Office for the time being of the Company.

Includes an attorney duly constituted under a power of attorney.

A record provided by Central Depository to the Company under Chapter 24.0 of the Rules of the Central Depository.

All the rights. benefits, powers, privileges, liabilities. duties and obligations under subregulation 6(1) of the Foreign Ownership Regulations:

The Rules of the Central Depository.

The common Seal of the Company.

/illy person appointed to perform the duties of the Secretary of the Company including any person appointed temporarily.

Securities Account

Special Share

Special Shareholder

16

An account established by the Central Depository for a Depositor for the recording of deposit or withdrawal of securities and for dealing in such securities by the Depositor.

The one Special Rights Redeemable Preference Share of RMl.00.

The Minister of Finance (Incorporated) , a body corporate established under Minister of Finance (Incorporation) Act 1957.

Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representation or reproduction in 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 these Articles shall be interpreted in accordance with the provisions of the Interpretation Act 1967, and of the Act in force at the date at which these Articles become binding on the Company.

3.

17

SHARIAH MATTERS

The Company shall adhere to and comply with the rulings of the Religious Supervisory Council of Bank Islam Malaysia Berhad on matters pertaining to its business so as to ensure that such business does not involve any element which is not approved by the Religion oflslam.

CONTROL

4. ( a) 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) No person other than an Entitled Person shall be qualified to hold office as a chief executive officer (by whatever name called). Secretary or Auditor of the Company.

Shariah Matters

Control

Only Entitled Person to hold office

'

5. (a)

(b)

18

The Directors shall ensure that not less than fifty one (51) per cent of the shares in the Company shall at all times consist of or be issued or allotted to and registered in the name of the. Federal or State Governments or Bumiputra Institution or body corporate. being Bumiputra companies and not being corporations under foreign control, duly approved for the purpose of this Article by the Minister.

The Directors shall further ensure that the shares so issued, allotted to or registered shall not thereafter at any time be assigned or transferred to or held by anybody or institution which is not. abovestated.

The Directors of the Company shall have absolute discretion in deciding whether any person or company is a Bumiputra or Bumiputra company and any decision made by the Directors in the course of the exercise of any discretion conferred upon them by this Article shall be final and binding 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 are reasonably of the opinion that any share in the Company which is allotted or registered in the name of a person who is a Bumiputra or a company which is a Bumiputra company or a Bumiputra Institution or any other party 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 holder 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 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 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 days after such notice the Directors may sell the shares in such manner as they think fit and the provisions of Articles 12 and 13 inclusive shall apply

j

Not less than 51 per cent of shares allotted to Government and/or Bumiputra Institution

19

mutatis mutandis and the shareholder concerned shall have no further claim against the Company or the Directors or any of them in respect of such sale.

5A. (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 the class)

may, whether or not the Company is being wound up, be made or varied as the case may be, with the consent in writing of the holders of three-quarters of the issued shares of that class, or 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 of the preference shares concerned within two months of the meeting, shall be as valid and effectual as a special resolution carried at the meeting.

(b) The provisions of these Articles 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 5 persons who, between them. hold or represent by proxy onethird 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

Class rights may be modified

- i •

6.

7.

20

equally with the first-mentioned shares.

(d) To every special resolution the provisions of the Act shall with such adaptation as are necessary apply.

SHARES

The capital of the Company 1s RM2,000,000,000 divided into 1,999,999,999 ordinary shares of RMl.00 each and one Special Share ofRMl.00.

(a) The Special Share may only be issued to and held by the Special Shareholder.

(b) The Special Shareholder shall have the right from time to time to appoint not more than two persons to be Directors who shall be called 'Government Appointed Directors'.

(c J Except as expressly provided in these Articles, the Special Share shall not confer any other rights to the Special Shareholder.

(d) The Special Shareholder shall be entitled to receive notices of and to attend and speak at all General Meetings or any other meeting of any class of shareholders of the Company, but the Special Share shall carry no right to vote nor any other rights at any such meeting.

(e) The Special Shareholder may. subject to the provisions of the Act, require the Company to redeem the Special Share at par at any time by serving written notice upon the Company and delivering the relevant share certificate. In a distribution of capital in a winding up of the Company, the Special Shareholder shall be entitled to repayment of the capital paid up on the Special Share in priority to any repayment of capital to any other Member. The Special Share shall confer no other right to participate in the capital or profits of the Company.

Authorised capital

The Special Share

Right to appoint Government Appointed Directors

No further rights except as provided herein

Right to attend and speak at general meetings

Rights of redemption and repayment of capital

·.

(f)

8.

21

Notwithstanding any provisions in these Articles to the contrary, each of the following matters shall be deemed to be a variation of the rights attaching to the Special Share and shall accordingly only be effective with the consent in writing of the Special Shareholder:-

(i)

(ii)

(a)

The amendment, removal or alteration of the effect of all or any of following articles or where specified parts of the following articles:

The definitions of"Special Share" and "Special Shareholder" in Article 2, This Article (The Special Share), Article 27 (Limitation on Shareholdings) Article 60B (Government Appointed Directors)

A proposal for the voiuntary winding-up or dissolution of the Company.

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 determine.

(aa) In respect of shares held by a Foreigner in his Securities Account, in the exercise of its obligations pursuant to the Foreign Ownership Regulations the Company shall determine whether the Foreigner is entitled to all rights, benefits. powers and privileges and is to be subject to all liabilities. duties and obligations in respect of or arising from such shares whether conferred or imposed by the Act or these Articles or otherwise as if he is a member in the Register of Members.

Matters reqmrmg consent of Special Shareholder

Amendment of certain articles

Winding up

Special rights

(b)

(c)

(d)

22

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 and either at par or at a premium as they may think fit PROVIDED THAT the total nominal value of issued preference shares shall not exceed the total nominal value of the issued ordinary shares at any time.

(i)

(ii)

(i)

(ii)

Subject to the provisions of the Act and approval of the shareholders in general meeting, the shares shall be at the disposal of the Directors and they may allot, grant options or otherwise dispose of them to such persons at such times and on such terms and either at a premium or at par or at a discount and at such times as the Directors think fit.

The rights attaching to shares of a class other than ordinary shares shall be expressed.

The Company shall not issue shares to transfer a controlling interest without prior approval of shareholders in general meeting.

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 and unless he holds office in an executive capacity.

Redeemable preference shares

Shares to · be under control of Directors

Rights of other class of shares

Transfer of controlling interest

J ssue of shares to Directors

(e)

(f)

(g)

(h)

(i)

?" _.)

Preference shareholders shall have the same rights as ordinary shareholders as regards receiving notices, reports and balance sheets and attending general meetings of the Company.

(ii) Preference shareholders shall also have the right to vote at any meeting convened for the purpose of reducing the capital or winding up or sanctioning a sale of the principal undertaking or where the proposition to be submitted to the meeting direct[ y affects their rights and privileges or when the dividend on the preference shares is in arrears for more than six months.

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.

(i) The Company may exercise the powers to make payments by way of commissions 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.

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 it has notice of the interest or rights concerned) any equitable. contingem. future or partial interest in any share or unit of a share or ( except as otherwise provided by these Articles or by law) any other right in respect of a

Rights of preference shareholders

Power to differentiate

Payment of commission and brokerage

Trust affecting shares

(i)

(j)

(k)

share except an absolute right of ownership in the registered holder.

The Company is empowered to reqrnre any member or transferee prior ·10 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.

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.

Where two or more persons are registered as the holders of any share, they shall be deemed to

hold the same as joint tenants with benefit of survivorship subject to the following prov1swns:-

(i) The Company shall not be bound to register more than 3 persons as the holders of any share except where such persons are the executors or trustees of a deceased shareholder.

(ii) The joint holders of a share shall be liable severally as well as jointly in respect of all payments which ought to be made in respect of such share.

(iii) On the death of any one of such joint holders, the survivor shall be the only person recognised by the Company as having any title to such share but the Directors may require such evidence of death as they may deem fit

(iv) Any one of such joint holders may give effectual receipts for any dividend payable to such joint holders.

Power to ask particulars

Shares not to be registered in the name of minor etc.

Joint holders of shares to hold as joint tenants

9. (a)

(b)

(C)

25

(v) Only the person whose name stands first in the Register of Members as one of the joint holders of any share shall be entitled to the delivery of the certificate relating to such shares or to receive notice from the Company and any notice. given to such persons shall be deemed notice to all the joint holders.

CERTIFICATES

Subject to the provisions of the Central Depositories Act and the Rules the certificates for all shares shall be issued under seal and signed by one Directors and countersigned by the Secretary or by a second Director or some other person appointed by the Directors; or with the authority of a resolution of the Directors and subject to the approval of the Company's Auditors for the time being, such certificate may be issued under the seal with such signatures affixed by means of some method or system of mechanical signature.

Subject to the provisions of the Act, the Central Depositories Act and the Rules every member shall be entitled to receive within ten (l 0) market days after allotment up to a maximum of ten ( 10) share certificates in reasonable denominations without charge or within fifteen (15) market days after lodgement of transfer a certificate specifying the shares alloted or transferred to him and the amow1t paid up thereon, provided that in ·the case of joint holders the Company shall not be bound to issue more than one certificate to all the Joint holders and delivery of such certificate to any one of them shall be sufficient delivery to

all such holders.

Subject to the provisions of the Central Depositories Act and the Rules every member shall be entitled to receive share certificates in reasonable denominations for his holdings. If any member shall require more than one certificate in

Issue of shares certificates

Member entitled to share certificate

Additional share certificate

(d)

(el

I fJ

u

shall pay such fee as shall be determined by the Directors, the Kuala Lumpur Stock Exchange or any other Exchange on which the Company's shares are listed plus any stamp duty levied by the Governmet from time to time·.

Subject to the provisions of the Act the Central Depositories Act and the Rules :-

(i) If any certificate is worn or defaced then upon production thereof to the Directors, they may order the same to be cancelled, and may issue a new certificate in lieu thereof;

(ii) If any certificate is lost or destroyed or stolen, then upon proof thereof to the satisfaction of the Directors, and on such indemnity being given by the shareholder, transferee, persons entitled or purchaser, member-company of the Kuala Lumpur Stock Exchange or on behalf of its/their client/s, as the Directors deem adequate being given, a new certificate in lieu thereof shall be issued to the party entitled to such lost or destroyed or stolen certificate.

For every ce1tificate issued under sub-article (d) there shall be paid to the Company such sum as shall be determined by the Directors, the Kuala Lumpm Stock Exchange or any other Exchange on which the Company's shares are listed in addition to all expenses including out-of-pocket expenses incurred in connection with the investigation by the Company of such loss or destruction.

When any shares are sold by the Directors under the powers in that behalf in these. Articles and the certificate thereof has not been delivered up to the Company by the former holder of tbe said shares, the Directors may issue a new certificate for such shares distinguishing it in such manner as they may think fit from the certificate not so delivered up.

Issue of new certificate in place of one defaced, lost or destroyed

Fee and cost

Delivery or issue of cenificate of shares sold by Directors

27

LIEN

10. The Company shall have a first and paramount lien upon all shares (not being fully paid share) 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 the Company may be called upon by law to pay in respect of the shares of the members or deceased members but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. ,

11. The Directors may sell any shares subject to such lien at such time or time and in such manner as they think fit. but no sale shall be made until such time as the moneys in respect of which such lien exists or some part thereof are or is presently payable or a liability or engagement in respect of which such lien exists is liable to be presently folfilled or discharged, and until a demand and notice in writting stating the amount due or specifying the liability or engagement and demanding payment or fulfilment or discharge thereof. and giving notice of intention to sell in default, shall have been served on such member or the persons (if any) entitled by transmission to the shares, and default in payment. fulfilment or discharge shall have been made by him or them for fourteen days after such notice.

12. To give effect to any such sale the Directors may authorise 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. nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

Company to have lien on shares and dividends

Lien may be enforced by sale of shares

Directors may authorise transfer and enter purchaser's name in the register

28

13. 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.

14. 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, whether alone or jointly with any other person together with expenses (if any).

15. (a)

CALLS

The Directors may, from time to time, 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) 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.

( c I 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.

(d) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

16. (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.

Application of proceeds of sale

Member not entitled to privileges of membership until all calls paid

Calls

Notice of co.II

29

I 7. Any 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, whether on account of the nominal value of the share or by way of premium, shalt for the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the sum becomes payable, and, in case of non-payment, all the relevant provisions of these Articles as to payment of expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a call duly made and nmified.

18. 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 of Members 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 dully recorded in the min me book and that notice of such call was duly given to the member sued in pursuance of these Articles; and it shal! 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.

19. The Directors may if they think fit. accept from a member the who le or a part of the amount unpaid on a share although no part of that amount has been called up.

20. Capital paid on shares in advance of calls shall be treated as a loan to the Company and not as part of its capital calls and shall be repayable at anytime if the Directors so decide. S,ich capital shall not carry interest or confer a right to participate in profits.

~ I. (aJ

TRANSFER OF SHARES

Subject to the restrictions of these Articles and as and as otherwise provided under the Rules and the Central Depositories Act . shares shall be transferable but every transfer must be in writing

Sums payable on allotment or at fixed times or by instalments deemed to be calls

Proof of debt

Payment of calls m advance

Capital paid on shares in advance of calls

F om1 of transfer.etc.

(b)

(c)

(d)

(el

(f)

(g)

30

and in such form approved from time to time by The Kuala Lumpur Stock Exchange or any other Exchange on which the Company's shares are listed.

Subject to any written law and the Rules, the instrument of transfer of any share lodged with the Company shall be signed both by the transferor and the transferee and the transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register of Members.

Subject to Articles 5, 7 and 27, there shall be no restriction on the transfer of fully paid shares which are listed on the Kuala Lumpur Stock Exchange ·or any other Exchange except where required by law and the Rules (with respect to transfer of Deposited Secmity).

The Directors may decline to register any transfer of shares or stock (not being a fully paid share) to a person of whom they shall not approve, and they may also decline to register the transfer of a share on which the Company has a lien or the transfer of a share to which the restrictions under Articles 5 and 27 apply.

The Directors may refuse to _register more than 3 persons as joint holders except the registration of executors or trustees of a deceased shareholder.

If in the exercise of its rights under this Article, the Directors refuse to register a transfer they shall within ten (10) market days after the date on wbich the transfer was lodged with the Company send to the transferor and to the transferee notice of the refusal.

For the purpose of registration every instrument of transfer shall be left at the office of the Company's registrar together with the certificate of the shares to be transferred and such other evidence as the Company may require to prove the title of the transferor or his right to transfer the shares.

Execution of transfer

No restriction on fully paid shares

Refusal to transfer

Joint holders

Notice of refusal for registration

Transfer to be left at office and evidence of title given

(h)

31

Before registering any transfer tendered for registration the Directors may, if they so think fit, give notice by letter posted in the ordinary course to the registered ho Ider that such transfer deed has been lodged and that unless objection is taken, the transfer will be registered and if such registered holder fails to lodge an objection in writing at the registered office of the Company within ten days from the posting of such notice to him, he shall be deemed to have admitted the validity of the said transfer.

22. 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 tranferor and transferree, be liable to be set aside, and notwithstanding thaUhe 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 assigns alone shall be entitled to be recognised as the holder of such shares and the previous holder shall, so far as the Company is concerned, be deemed to have transferred his whole title thereto.

23. No transfer shall be made to a minor or a person of unsound mind or who is insolvent or to a firm or partnership.

24. (a)

(bl

An instrument of transfer must be in respect of only one class of shares.

A fee not exceeding RM3.00 (excluding the stamp duty) or any other amount as shall be determined from time to time by the Kuala Lumpur Stock Exchange or any Exchange on which the Company's shares are listed may be charged for each transfer and shall if required by the Directors

Notice of transfer to registered holder

Non-liability of Company its Directors and officers in respect of transfer

No transfer to minor.etc.

Transfer restricted to one class of shares

Fee on transfer

32

be paid before the registration thereof.

25. The transfer books and Register of Members and debenture holders may on due notice being given as required by the Act and the Kuala Lumpur Stock Exchange or any 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 (30) days in each year . At least eighteen (18) markets 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 Central Depository to enable the Central Depository to prepare the appropriate Record of Depositors provided where the Record of Depositors is required in respect of corporate actions at least seven (7) market days prior notice shall be given to the Central Depository.

26. ( a)

(b)

TRANSMISSION OF SHARES

In case of the ·death of a member the survivor or survivors where the deceased was a joint holder, and the legal personal representatives ofthe deceased where he was a sole holder. shall be the only person recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased joint holder from any liabilityin respect of any share which had been jointly held by him with other persons.

lrny person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof. but the Directors shall. in either case in accordance with the provisions of any written law. have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that

When transfer books and Register of Members may be closed

Death of holders

Rights on death or bankruptcy

(c)

(d)

(i)

33

Provided always that where the share is a deposited security, subject to the provisions of any written law a transfer or withdrawal of the share may be carried out by a person so entitled.

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 is a Deposited Security and the person becoming so entitled elects to have the share transferred to him the aforesaid notice must be served by him on the Central 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.

(iii) All the limitations, restrictions, and provisions of these Articles relating to the right to transfer and the registration of-transfer of shares shall be applicable to any snch 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.

(i) Where the registered holder of any share 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 advantaged. 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.

(ii) Where two or more persons are jointly entitled to any share in consequence of the death of the registered holder they shall. for the. purposes of these Articles. be deemed to be joint holders of the share.

Election

Entitled to same rights

34

LIMITATIONS ON SHAREHOLDINGS

· 27. (a) In this Article :-

"person" includes an individual, body of persons (corporate or unincorporate), government and statutory body corporation or authority but does not include the Federal Government of Malaysia or any one acting on its behalf;

"Associate" in relation t_o any person (below referred to in this definitions as the "first named person"), means :-

(i) a body corporate (whetherregistered 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 tl1e 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

Interpretation

35

(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

(v) in the case where the first named person is a body corporate, any director 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 and persons who are not Entitled Person as defined under Article 2.

"prescribed limit" means the percentage limits prescribed under sub-articles (b) or (c), as the case may be.

36

., .-. .)} -::--. ·~ ~'IJ

1,.. ii ~q .,,, ~ ~-,v

"1Cl ':.<;'

J .J .,.

/(c)

The total number of shares that may be held by ½' • foreigners at any particular time shall not exceed thirty (30) per cent of all the shares of the Company then in issue and the Company shall make quarterly announcements by telex or confirmed facsimile to the Kuala Lumpur Stock Exchange or any other Exchange in which the Company's shares are listed in respect of such shareholding.

PROVIDED THAT when such shareholding reaches the maximum thirty (3 0) percent limit the announcement in respect of the said shareholding shall be made immediate! y.

The total number of voting rights that may be exercised by foreigners at any particular time shall not exceed thirty (30) per cent 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 the Directors shall be entitled to refuse to register any shares in the name of that person 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 names of such Associates) and the total voting rights exercisable by him and his Associates (and the names of such Associates) on a poll at general meetings of the ·Company and the Directors are satisfied as to the contents thereof.

/

Total number of shares held by foreigners

Total number of voting rights by foreigners

37

(e) Subject to the provisions of this Article, 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 be specified in the notice as to the total number of shares held by him and his Associate (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 any shares held by any such person shall not confer any right to receive notices of or to attend or vote at general meetings of the Company.

(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(sl believed by them to be Associates of such person and requiring him and all or any of his Associates (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 his shares held by him and his Associates does not exceed the prescribed limit nor is he capable of exercising or controlling the exercise of the total voting rights of all members having the right to vote at general meetings of the Company exceeding the 1 ~~sc·t; fy ,,/ 101 1'."-1

'"

38

If within 21 days after the giving of such fiu1her 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 of the person in question a transfer or transfers of the Excess Shares to the purchaser or purchasers and may issue a new certificate 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 Article.

FORFEITURE OF SHARES

28. 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 parnhereof 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 expenses that may have accrued by reason of such non-payment.

Directors may require payment of calls with expenses

39

29. The notice shall name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which such call or instalment, or such part as aforesaid and expenses 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.

30. If the requirements of any such notice as aforesaid are not complied with any share in respect of which such notice has been given may 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 shares shall include all dividends in respect of the shares not actually paid before the forfeiture notwithstanding that they shall have been declared.

3 I. When any share has been forfeited in accordance with these Articles, notice of the forfeiture shall forthwith be given to the holder of the share or to the person entitled to the share by transmission, as the case may be, and as entry of such notice having been given, and of the forfeiture with the date thereof. shall forthwith be made in the Register of Members opposite to the share; but the provisions of this Article are directory only, and no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to make such entry as aforesaid.

32. Notwithstanding any such forfeiture as aforesaid the Directors may at any time before the forfeited share has heen otherwise disposed of annul the forfeiture upon the terms of payment of all calls and all expenses incurred in respect of the share and upon such further terms (if any) as they shal I see fit.

Notice requmng payment to contain certain particulars

On non-compliance with notice shares forfeited on resolution of Directors

Notice of forfeiture to be given and entered in register

Directors may annul forfeiture upon terms

40

33. Every share which shal! 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, authorise 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 tl1e Company and applied in or towards the total amount of all calls due in respect thereof and the residue, if any after deducting all expenses shall be paid to the person whose shares have been forfeited, or his executors, administrators or assigns or as he directs.

34. 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 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.

35. 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 Articles expressly saved or as are by the Act given or imposed in the case of past members.

Director may dispose of forfeited shares

Former holder of forfeited shares liable for cal! made before fofeiture

Consequences forfeiture

of

41

36. A statutory declaration in writing that the declarant is a director of the Company, and that a,share has been duly forfeited in pursuance of these Articles _and stating the date upon which it was forfeited shall as against all persons 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 and a certificate of proprietorship of the share under the seal delivered to the person to whom the same is sold or disposed of shall constitute a good title to the share and such person shall be registered as the holder of the share and shall be uischarged 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) nor shall his ti tie 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.

37. (a)

(bi

ALTERATION OF CAPITAL

The Company in general meeting may from time to time whether all the shares for the time being authorised shall have been issued or all the shares for the time being issued shall have been fully cal led up or not, increase its share capital by the creation and issue of new shares. such new capital to be of such an1ount and to be divided into shares of such respective aniounts 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.

Except so far as otherwise provided . by the conditions of issue, or by these Anicles. 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

Title to forfeited share

Company may increase its capital

How far new shares to rank with· shares 111

original capital

(c) (i)

42

Subject to any direction to the contrary that may be given by the Company in general meeting, all new shares 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 specifiying the number of shares offered and limiting a time within which the offer, if not accepted, will be. deemecl 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 acceptthe shares offered, the Directors may issue those shares in such manner as they think most.beneficial to the Company.

(iv) The Directors may likewise so dispose of any new shares which (by reason of the proportion which the new shares bear to shares held by the person entitled to an offer of new shares) cannot, in the opinion of the Directors, be conveniently offered under these Articles.

(v) Notwithstanding the above, the Company may apply to the Kuala Lumpur Stock Exchange or any other 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 ,ights issues) where the aggregate issue of which in any one financial year do not exceed l O percent of the issued capital.

Offer of new shares to existing members

Waiver from the Exchange

38. (a)

43

The Company may by ordinary resolution :-

(i) Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares.

(ii) 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.

(iii) Subdivide its shares or any of them into shares of smaller amount than is fixed by the memorandum; so however that in the subdivision the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or

(b) The Company may by special resolution, reduce its share capital, any capital redemption reserve fund or any share premium account in any manner authorised and subject to any conditions prescribed by the Act.

CONVERSION OF SHARES INTO STOCK

39. (a)

(bi

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 nominal value.

(i I Subject to sub-article (ii). where shares have been converted into stock. the provisions of these Articles 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.

Company may alter its capital in certain ways

Conversion of shares into stock and reconversion

Trans fer of stock

( C)

(d)

44

(ii) The Directors may fix the mimmum amount of the stock transferable and restrict or forbid the transfer of fractions of that minimum, but the minimwn shall not exceed the aggregate of.the nominal values of the shares from which the stock arose.

(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.

The provisions of these Articles that are applicable to paid up shares apply to stock and references in those provisions to share and shareholder shall be read as including references to stock and stockholder, respectively.

GENERAL MEETINGS

40. An annual general meeting of the Company shall be held in accordance with the Act. All general meetings other than the annual general meetings shall be called extraordinary general meetings.

40A. (a) The Directors may, they think fiL convene an extraordinary general meeting. and the Directors shall, on the requisition of Members in accordance with the Act forthwith proceed to convene an extraordinary general meeting.

Participation 1n dividends and profits

Provisions applicable to shares shall apply to stock

General Meetings

Directors may convene general meeting

(b)

41.(a) (i)

45

In the case of an extraordinary general meeting called in pursuance of a requisition no business other than that stated in the requisition as the objects of the meeting shall be transacted.

Subject to the provisions of the Act relating to special resolutions and agreements for shorter notice, 14 days notice at the least (exclusive of the day on which the notice is served or deemed to be served, and the day for which notice is given) specifying the place, the day and the hour of meeting and in case of special business, the general nature of that business accompanied by a statement regarding the effect of any proposed resolution in respect of any such special business shall be given to such persons as are entitled to receive these notices from the Company, as provided for in these .Articles, and by advertisement in the daily press and in writing to the Kuala Lumpur Stock Exchange and any other Exchange upon which the Company's shares are listed.

(ii) The Company shall by written request made in the duplicate in the prescibed from request the Central Depository at least three (3) market days prior to and not including the date of notice of the general meeting to prepare the Record of Depositors to whom. subject to the provisions of the written law, notice of the general meeting shall be given by the Company.

(iii) The company shall infonn the Central Depository of the dates of the general meeting and shall in written request made in duplicate in the prescibed form request the Centarl Depository at least three (3)

market days prior to and not including the date of the general meeting to prepare the Record of Depositors. The general meeting Record of Depositors, subject to the provisions of written law. shall be the final record of all depositors wl10 shall be deemed to be the registered holders of the ordinary shares of the Company eligible to be present and vote at such meetings.

Business at requisitioned meeting

Notice of meetings·

46

(b) Every notice calling an annual or extraordinary general meeting shall be serv.ed in the manner as provided for in these Articles.

(c)

(d)

( e)

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 or any proceedings at such meeting.

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.

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.

42. All business shall be special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance-sheets, and the report of the Directors and auditors, the election of Directors in the places of those retiring and the appointment and fixing of the remuneration of the Auditors.

43. Subject to the provisions of the Act resolution in writing signed by all the members for the time being entitled to receive notice of and attend and vote at general meetings ( or being corporations by their duly authorised representative) shall be valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. and may consist of several documents in the like from each signed by one or more members.

PROCEEDINGS AT GENERAL MEETINGS

44. No business shall be transacted m any general meeting unless a quorum of members is present at the time when the

Omission of notice

Notice of special or ordinary resolution

Members right to appoint proxy

Business of General Meetings

Resolution signed by all members as effective as if passed at General Meeting

No business to be transacted unless quorum

47

quorum. For the purpose of this regulation a 'member' includes a person attending as a proxy or representing a corporation which is a member_

45. 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.

46. The Chairman, if any, of the Board Of Directors or in his absence the Deputy Chairman shall preside as chairman 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 chairman of the meeting.

47. The Chairman 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 wilinished 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 as 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.

48. At any general meeting a resolution 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 Chairman:

(b) by at least three members present in person or by proxy:

I c I by any member or members present in person or by

If no quorum meeting dissolved or adjourned

Chairman of Board to preside at all meetings

I / /

Notice of adjourned meeting

How resolution decided

48

total voting rights of all the members having the right to vote at the meetings; or

( d) by a member or members present in person or by proxy holding shares in the Company cenferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to ncit less than one-tenth of the total sum paid up on all the shares conferring that right.

Unless a poll is so demanded a declaration by the Chairman that a resolution has on a show of hands been carried or 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 or proportion of the votes recorded in favour ofor against the resolution. The demand for a poll may be withdrawn.

49. [fa poll is duly demanded it shall be taken in such manner and either at once or after an interval or adjourrunent or otherwise as the Chairman directs, and the result of the poll shall be the resolution of the meeting at which the poll was demanded, but a poll demanded on the election of a chairman or on a question of adjourrunent shall be taken forthwith.

50. (a)

(b)

5 J. (a)

In case of any dispute as to the admission or rejection of a vote the Chairman shall determine the same and such determination shallbe final and conclusive.

In case ofan equality of votes, the Chairman (ifhe 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. have a casting vote. Where the chairman of the meeting is also a member of the Company. he shall have the casting vote in addition to the votes to which he may be entitled as a member.

VOTES OF MEMBERS

Subject to any rights or restrictions for the time being

How poll to be taken

Chairman's determination in case of dispute

Chairman to have a casting vote

Votes of members

49

(i) at meetings of members or classes of members each member entitled to vote may be present and vote 1n person, or by proxy or, being a corporation, by representative in respect of any share of shares upon which all calls due to the Company have been fully paid.

(ii) on a show of hands every person present who 1s 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; and

(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.

(b) Any proxy or represetative 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 Articles 53, 56 and 56A, a member shall not be entitled to appoint a person who is not a member as his proxy unless that person is a Director of the Company, an advocate and solicitor, an approved company auditor or a person approved by the Registrar in a particular case.

52. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

53. 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 hyand 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.

Votes of joint holders of shares

Votes of mentally disordered members

50

54. 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.

55. No objection shall be raised to the qualification of any voter except at the meeting or adj owned meeting at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairrnan of the meeting, whose decision shall be final and conclusive.

56. The instnunent appointing a proxy shall be in writing (in the common or usual forrn) under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy may but need not be a member of the Company. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

56A. (a)

(b)

A copy of the duly registered power of attorney referred to in Article 56 shall be deposited with the Company together with the instrument appointing the proxy, as provided for in Article 57.

Any corporation which is a member of the Company may by resolution of the directors of that corporation or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company.

5 7. 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 fom1 or a fom1 as near thereto as circumstances admit :-

Members indebted to Company in respect of shares not entitled to vote

Raising objections to voting qualifications

Instrument appointing a proxy to be in writing

Attorney as proxy

Corporation can appoint representative

Fonn of proxy may allow voting for or against

51


!/We* ...................................... being a member/members* of the abovenamed Company, hereby appoint.. ........................... of. .................................. or failing him ........................................... . of... ........................................................... as my/our* behalf at the (annual or extraodinary, as the case may be) general meeting of the Company, to be held on the ........... day of ................... 19 ............ and at any adjournment thereof.

Signed this ................................... day of. ........................ 19 .............. .

My/Our proxy is to vote as indicated hereunder-

Resolution For ** Against **

*Strike out whichever is not desired.

* * Please mark 'X' wherever desired.I Unless otherwise instructed the proxy may vote as he thinks fit. J

52

58. 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 registered office of the Company, or at such other place within Malaysia as is specified for that purpose in the notice convening the meeting not less than forty-eight 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 twentyfour hours before the time appointed for the taking of the poll and in default the instrument shall not be treated as valid.

59. A vote given in accordance with the terms of the instrument referred to in Article 58 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 was 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 before the commencement of the meeting or adjourned meeting at which the instrument is used.

DIRECTORS' APPOINTMENT,ETC.

60. The first Directors of the Company shall be Tan Sri Dato' Shamsuddin bin Abdul Kadir (NRIC No. 310819-08-5211) and Dato' Ahmad Tajudin bin Abdul Rahman (NRIC No. 4 71029-02-5289).

60A. I a I All the Directors of the Company shall be natural persons.

lb J No person shall be elected or appointed as a Director or an alternate Director of the Company withoLtt prior written consent of the Minister to such election or appointment.

Instrument appointing a proxy to be left at the office

When vote by proxy valid though authority revoked

First Directors

All Directors natural persons

Minister's consent for Director's appointment.

53

60B. (a) The appointment, nomination, removal or termination of the appointment or nomination of any Government Appointed Director shall be in writing served on the Secretary together with in the case of an appointment or nomination, the consent of the person concerned and such notice shall be signed by or on behalf of the Special Shareholder.

(b) Save as provided in this Article, the provisions of these Articles (relating to Directors generally) shall apply to the Government Appointed Directors as they apply to other Directors.

( c) Notwithstanding anything to the contrary in these Articles, but subject to the Act:-

(i) If a Government Appointed Director ceases to hold such office the vacancy may only be filled by appointment by the Special Shareholder pursuant to this Article.

(ii) The provisions of these Articles relating to the appointment and retirement of Directors shall not apply to Government Appointed Directors.

( d) If an existing Director is nominated to be a Government Appointed Director he shall on the termination of his nomination continue to be a Director of the Company but shal I retire at the next following Annual General fvieeti ng.

61. Subject to Article 60B. at the first annual general meeting of the Company all the Directors shall retire from office, and at the annual general meeting in every subsequent year onethird of the Directors for the time being. or if their number is not three or a mutiple of three. then the number nearest onethird. shall retire form office.

6~. A retiring Director shall be eligible for re-election.

Government Directors

Appointed

Retirement of Directors

Retiring Director eligibile for re-election

63.

64.

54

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.

(a) Where, at any genera] meeting, any Director retires in the manner provided under Articles 61 and 63, 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 Article shall only apply where a retiring Director chooses not to seek re-election, or where he elects to seek re-election but the resolution for his re-election was put t~e meeting and lost.

(c) No notice shall be required to be given in respect of an appointment under sub-article (a)(i).

64A. (a) No person, not being a retiring Director shall be eligible for election to the office of director at any genera] 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 fo propose him: provided that in the case of a person recomended 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.

(bJ For the avoidance of doubt, this Article shall not apply in a case where the Company is appointing a person to be a Director under Article 64.

Senior Directors to retire

Office may be filled at meeting at which Director retires

Person offering himself for election to be Director must give notice

64B. 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 that meeting it is expressly resolved not to fill the vacated office or unless a resolution for the re-election of that Director is put to the meeting and lost.

65.

66.

67

68.

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 deteimine in what rotation the increased or reduced number is to go out of office. Until and otherwise determined as aforesaid the number of Directors shall not be less than five nor more than eleven.

Subject to Article 60A (b), 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 that meeting.

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.

la) The fees of the Directors shall from time to time be detemiined by the Company in general meeting. That fee shall be deemed to accrue from day to day. The Directors may also be paid all travelling. hotel. and other expenses properly inCLtrred 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 Companv.

If places not filled up retiring Director deemed reelected

Number of Directors may be increased or reduced

Casual vacancy to be filled by Directors

Directors may be removed by ordinary resolution

Remuneration of Directors

69.

70.

56

(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 tumo.ver. Salaries payable to Directors who hold executive office in the Company may not include a commission on or percentage of turnover.

(c) Fees payable to Directors shall not be increased except pursuant to a resolution passed at a general meeting, where notice of the proposed increase has been given in the notice convening the meeting.

There shall be no shareholding qualification for Directors.

The office of Director including a Government Appointed Director shall ipso facto be vacated if such Director-

(a) ceases to be a Director by virtue of the Act;

(b) becomes bankrupt or makes any arrangement or composition with its creditors generally;

( c) becomes prohibited from being a Director by reason of any order made under the Act;

(d) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental disorder:

(e) resigns his office by notice m writing to the Company;

(f) for morethan six month is absent without permission of the Directors from meetings of the Directors held during that period:

(g) without the consent of the Company in general meeting holds any other office of profit under the Company except that of managing or executive Director: or

(hi is directly or indirectly interested in any contract or proposed contract with the Company and fails to declare the nature of his interest in the manner

Increase in Directors' fees

Directors' qualification

Office of Director vacated in certain cases

70A. Any act done in good faith by a Director whose office is vacated as aforesaid shall be valid unless prior to the doing of such act written notice has been served upon the Director or any entry has been made in the Directors' Minute Book stating that such Director has ceased to be a Director of the Company.

71.

72.

(a)

POWERS AND DUTIES 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 Articles, required to be exercised by the Company in general meeting, subject, nevertheless, to any of these Articles, to the provisions of the Act, and to such Articles or provisions. as may be prescribed by the Company in general meeting; but no Article or provision made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that Article or provision had not been made.

(b) The Directors shall not. save with the consent of the Company in general meeting, dispose of a substantial portion of the Company's main undertaking or property.

(a) The Directors may exercise all the powers of the Company to obtain financing or borrow money and to mortgage or charge its undertaking. property. and uncalled capital or any part thereof and to issue debentures and other seCLtrities whether outright or as security for any debt. liability. or obligation of the Company PROVfDED THAT the Directors shall not borro,.v 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 outhright or as security for any debt. liability or obligation of an unrelated third parry.

Acts done in good faith by Director whose office is vacated

General Directors

Director 1s powers

powers of

borrowing

73.

74.

75.

76.

(b) 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.

The Directors may exercise all the powers of the Company in relation to any official seal for use outside Malaysia and in relation to branch registers.

The Directors may from time to time by power of attorney appoint any corporation, firm, or person or body of persons whether nominated directly or indirectly by the Directors, to be the attorney or 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 Articles) and for such period and subject to such conditions as they may think fit, and such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities, and discretions vested in him.

All cheques, promissory notes, drafts, bills of exchange, and other negotiable instrnments, and all receipts for money paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be by any two Directors or in such other manner as the Directors from time to time deterrnme.

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 J of names of Directors present at all meetings of the Company and of the Directors: and

(cJ of all proceedings at all meetings of the Company and of the Directors.

Issue of notes etc.

Use of official seal

Attorneys

Signing negotiable instruments and receipts

Directors to cause minutes to be made

77.

78.

59

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.

(a)

PROCEEDINGS OF DIRECTORS

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 four Directors. A Director interested in contract or a proposed contract or arrangement shall not be counted for the purposes of detern1ining a quorum.

(b) No meeting of the Directors shall be held outside Malaysia and the proceedings of any meeting purported to be held outside Malaysia shall not be valid.

( c) 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 Articles for the time being vested in or exercisable by the Directors generally.

Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the Chairman (if he is also the Chairman of the Board of Directors) shall have a second or casting vote PROVIDED THAT where the quorum is reduced to less than four pursuant to Article 77(a) the Chairman shall not have a casting vote in the following circumstances :-

( a) at a meeting at which only two Directors are competent to vote on the question at issue:

(bi at a meeting at which the quorum is reduced to two.

Proceedings, meetings of Directors and quorum

Chairman entitled to casting vote

79. (a)

(b)

60

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 relationship thereby established but the nature of his interest shall be declared by him at the meeting of the Directors at which the question of entering into the . contract or arrangement ,s first taken into consideration if his interest then exists or in any other case at the first meeting of the Directors after he becomes so interested.

A Director shall not vote in respect of any contract or proposed contract or of contract of which arrangement in which he is interested directly or indirectly and if he shall do so his vote shall not be counted but this prohibition shall not apply to any arrangement for giving any Director security or indemnity in respect of money lent by him to or obligations undertaken by him for the benefit of the Company.

( c I A general notice given to the Directors by any Director to that effect that he is a member of any specified company or fim1 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.

Directors may contract with the Company

No voting in respect of contract of which a Director is interested

80.

81.

(a)

(b)

(c)

(al

(bi

61

Subject to Article 60A(b), any Director may by writing under his hand or under the hand of his agent, duly authorised in writing appoint any person (who shall be subject to the approval of a majority of the other Directors of the Company) to be an alternate Director, and every such alternate Director shall be entitled to receive notice of all meetings of the Directors to attend and vote at all such meetings at which the Director appointing him is not personally present, and shall have and exercise all the powers, duties and authorities, as a Director. of his appointor in his absence.

PROVIDED FURTHER THAT no such alternate Director shall be required to hold any share qualification or be entitled to any remuneration from the Company.

Every person acting as an alternate for a Director shall be an officer of the Company, and shall be responsible to the Company for his own acts and defaults, and shall not be deemed to be the agent of or for the Director appointing him.

An alternate Director shall not be entitled to receive remuneration otherwise than out of the remuneration of the Director appointing him.

Any two Directors may at any time and the Secretary upon the request of the Directors shall convene a meeting of the Directors.

Except as provided under sub-article (c)_ a Director who is at any time not in Malaysia shall not during such time be entitled to notice of anv such meeting.

I c) A notice of a meeting of Directors shall in the case of a foreign Director be sent to his address in Malaysia.

Appointment of alternate Director

Responsibility of alternate Director

an

Remuneration of alternate Director

Calling of meetings

-,

82.

83.

84.

85.

86.

62

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 pmpose of increasing the number of Directors to such minimum number or to summon a general meeting of the Company.

The Special Shareholder shall have the right to appoint one of the Government Appointed Directors as the Chairman of the Board of Directors for such period as the Special Shareholder shall determine. The Chairman or in his absence the Deputy Chairman (if so app_oin!ed by the Directors) shall preside at meetings oftt(e Directo'rs;·but if the Special Shareholder shall have not so app0inted the Chairman or if at any meeting the Chairman or the Deputy Chairman is not present within half an hour after the time appointed for holding the meeting, the Directors present may choose one of their number to be Chairman of the meeting.

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 fom1ed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

(a) The meetings and proceedings of any such committee consisting" of iwo 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 Article.

I bi The quorum necessary for any meeting and proceeding of any such committee shall consists of any two members of the committee.

All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a director or by any other committee shall. notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid.

Vacancies in Board

Chairman of Board of Directors

Directors may delegate their powers

Meetings of Committees

Validity of acts ot" Directors

87.

88.

89.

LJO.

every such person had been duly appointed and was qualified to be a director or a member of such other committee.

A resolution in writing signed by all the Directors or their Alternates who may at the time be present in Malaysia at least one of the whom shall be a Government Appointed Director, shall be as valid and effectual as if it had been passed by a meeting of Directors duly called and constituted. Any such resolution may consist of severs! documents in like fom1 each signed by one or more Directors. A Directors' Resolution shall be inoperative if it shall purport to authorise or to do any act which a meeting of the Directors bas decided shall not be authorised or done, until confirmed by a meeting of the Directors.

MANAGING DIRECTOR

Subject to Article 4 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 ;r years and subject to the terms of any agreement entered into in any particular case may revoke any such appointment. A Director so appointed shall not. while holding that office, be subject to retirement by rotation or be taken into account in determing the rotation or be taken into account in determing the rotation of retirement of Directors, bu1 his appointment shall be automatically determined if he ceases from any cause to be a Director.

The Directors may entrust to and confer upon a managing or executive Director or any officer oftbe Company for the time toeing any of the powers exercisable bv them upon such tenns and condi1ions and with such restrictions as they may think tit. and may from time to time revoke. withdraw. alter. or vary all or any of those powers.

(a)

SECRETARY

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 mav be removed bv them.

Resolution signed Directors to be valid

by

Appointment of Managing or Execmive Director

Powers

Secrernry

64

(b) If thought fit by the Directors, two 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 Article shall apply in relation to such office.

(d) The first Secretaries of the Company shall be Fadzil bin Yusoff (LS O 1264) and Mustapha bin Hamat (MIA 1369).

SEAL

91. 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. Such Director and Secretary or other person as aforesaid shall either physically sign or cause a facsimile of their signatures to appear on every instrument to which the Seal has been affixed.

91 A. The Company shall have a 'Share Seal' pursuant to the Act which is for the sole and specific use on the Company's share certificate. Such Share Seal shall not be affixed onto any share certificate except by a resolution of the Board of Directors previously given and in the presence of one Director and the Secretary or such other person as the Directors may appoint. Such Director and Secretary or other person as aforesaid shall either physically sign or cause a facsimile of their signatures. to appear on every share certificate to which the Share Seal has been affixed.

la)

(bi

ACCOUNTS

The Directors shall cause accounting records to be kept in accordance with the provisions of the Act.

The accounting records shall be kept at the Registered Office or subject to the Act. at such other place as the Direct.ors think fit and shall always be open to

Seal to be used only with authority of Directors and instrument to be signed by one Director and countersigned

Share Sea\

Accounts

Custody of books

(c)

(d)

(i)

o::,

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.

(iiJ 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.

(i) The Directors shall from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and reports in accordance with the Act.

I ii) The interval between the close of a financial year of the Company and the issue of accounts relating to it shall not exceed 6 months.

AUDIT

9:2A. Auditors shall be appointed and their duties regulated in accordance with the Act.

93.

94.

95.

DIVIDENDS AND RESERVES

The Company in general meeting may declare dividends. but no dividend shall exceed the amount recommended by the Directors.

The Directors may from time to time pay to the members such interim dividends as appear to the Directors to be justified by the profits of the Company.

No dividend shall be paid otherwise than o,1t of profits of the Company.

Inspection

Presentation of accounts

Appointment of Auditors

Declaration of dividends

Interim dividends

Dividends to be paid onlv out of profits

96.

97.

98.

99.

66

The Directors may, before recommending any dividends., set aside out of the profits of the Company such sums as they think proper as reserves which shall, at the discretion of ihe Directors be applicable for any purpo.se 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.

Subject to the rights of persons, if any, entitled to shares with special rights as to dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share. All dividends 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 dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date that share shall rank for dividend accordingly.

The Directors may deduct from any dividend payable to any member all sums of money. if any, presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.

Any general meeting declaring a dividend or bonus may direct payment of such dividend 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 or 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.

Directors may form reserve fund and invest

Payment of dividends

Directors may deduct from dividends sums owed to Company

General Meeting may pay dividend in specie

67

I 00. Any dividend, 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 or, in the case of joint holders to the registered address of that one of the joint holders who is first named on i:he Register of Members or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Anyone or two or more joint holders may give effectual receipts for any dividend, bonuses or other money payable in respect of the shares held by them as joint holders.

CAPITALIZATION OF PROFITS

IO I. The Company m 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 thereto if distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be 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 distributed credited as fully paid up to and amongst such members in the proportion aforesaid. or partly in the one way and partly in the other. and the Directors shall give effect to such resolution. A share premium account and a capital redemption reserve may, for the purposes of this regulation. he applied only in the pay in,; up of unissued shares to be issued to members of the Company as fully paid bonus shares.

Dividend to be posted to members

Company may capitalize reserves and undivided profits

68

l 02. 'll'henever such a resolution as aforesaid shall have been passed the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalized thereby. and all allotments and issues of fully paid shares or debentures, if any and generally shall do all acts and things required to give effect thereto, with full power to the Directors to make such provision by the issue of fractional certificates or by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions, and also to authorise any person to enter on behalf of all the members entitled thereto into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any further shares or (as the case may require) for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalized of the amounts or any part ·of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding on all such members.

103. (a)

(b)

(c)

NOTICES

Subject to the provisions of any written law a notice ·may be given by the Company to any member either by serving it on him personally or by sending it by post to him at his address in Malaysia as shown in the Register of Members or Record of Depositors or as supplied by him to the Company for the giving of notices to him.

lf a member ha.s no registered address in Malaysia and has not supplied to the Company an address within Malaysia for the giving of notices to him, a notice adve11ised in a newspaper shall be deemed to be duly given to him on the day on which the adve11isement appears.

Where a notice is sent bv post. service of the notice shall be deemed to be effected by properly addressing. prepaying. 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 de! ivered in the ordinary course of post.

Procedure capitalisation

on

How notices to be served on members

Member to notify and register his address

Vlben notice bv post deemed to be served

I 04.

105.

106.

(d)

(ej

(f)

69

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.

The signature to any notice to be given by the Company may be written or printed.

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 m 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 of Members or Record of Depositors, has been duly given to a person from whom he derives his title.

A notice may be given by the Company to the joint holders of a share by giving the notice to the joint holder first named in the Register of Members in respect of the share.

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 occwTed.

(al Notice of every general meeting shall be given in any marmer hereinbefore authorised to -

Certificate of posting

Authority

Period of notice

Service on joint holders of shares

Notices in case of death or bankruptcy

Notice of general meeting

1 07.

70

(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 the notices to them;

(ii) every person entitled to a share m consequence of the death, bankruptcy or insolvency, would be entitled to receive notice of the meeting;

(iii) the Auditor for the time being of the Company; and

(iv) every Stock Exchange on which the Company's shares are listed;

(b) No other person shall he entitled to receive notices of general meetings.

WINDING llP

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 consist of property of the same kind or not) and may for that purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how the division shall be canied out as between the members. The liquidator may, with the like sanction. vest the whole or any part of any such assets in trustees upon such trusts for the benefit of the contributories as the liquidator. with the like sanction. thinks fit. but so that no members shall be compelled to accept any shares or other securities whereon there is any liability.

I 07 A. On the voluntary liquidation of the Company no commission or fee shall be paid to a liquidator unless it shall have been approved or ratified by the shareholders. The amount of such pavment shall be notified to all shareholders at least 7 days prior to the meeting at which it is to be considered.

Distribution in specie

Liquidators' commission

108.

I 09.

(a)

71

INDEMNITY

Subject to the provisions of the Act, every Director and other officer or servant of the Company shall be indemnified by the Company against loss and it shall be the duty of the Directors out -of the funds of the Company to pay all costs, losses and expenses which the Directors or any such other officer or servant may incur or become liable to by reason of any contract entered into or act or thing done by them or him as such or in any way in the discharge of their or his duties including travelling expenses.

(b) No Director or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any Director or officer or for joining in any receipt or other act for conformity or for any Joss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security or investment in or upon which any of the moneys of-the Company shall be invested or for any loss or damage arising from the insolvency or tortious act of any person with whom any moneys. securities or effects shall be deposited or for any Joss occasioned by any error ofjudgement or oversight on his part or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same happen through his own negligence or dishonesty.

SECRECY

Save as may expressly provided by the Act. no member shall be entitled to entre into or upon or inspect any premises or property of the Company nor to require discovery of any infom1ation respecting any detail of the Company's trading or any matter which is or mav be in the nature of a trade secret. mystery of trade or secret process which may relate [(I

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.

Indemnity of Directors and other officers

Secrec\'

72

ALTERATION OF ARTICLES

110. No deletion, amendment or addition to any of these Articles shall be made unless prior written approval has been sought and obtained from the Kuala Lumpur Stock Exchange or any Exchange on which the Company's shares are listed for such deletion, amendment or addition.

We the several persons whose names, addresses and descriptions are subscribed hereunder hereby agree to the foregoing Mieles of Association.

Names, Addresses and Descriptions of Subscribers

Tan Sri Dato' Shamsuddin bin Abdul Kadir (NRJC No. 310819-08-5211) No. 1, Lorong Batai Barat Darnansara Heights

Sgd.

KUALA LUMPUR Company Director

Dato' Ahmad Tajudin bin Abdul Rahman (NRJC No. 471029-02-5289) Sgd. No. 142 . .Talan Athinahapan 1 Taman Tun Dr. Ismail KUALA LUMPUR Banker

Dated this 6th day of March. I 997

V./i tness to the a hove signatures -'"!:;..·

Sgd.

MOHAMED ISMAIL BIN MOHAMED SHARIFF Advocate and Solicitor Suite 7.05. 7th Floor.Wisma Equity. 150 Jalan Ampang. 50450 Kuala Lumpur

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