the companies act, 2016 company limited by shares

THE COMPANIES ACT, 2016

COMPANY LIMITED BY SHARES

CONSTITUTION

OF

AXA AFFIN GENERAL INSURANCE BERHAD

1 The provisions set out in the Third Schedule to the Companies Act, 2016, shall not apply to the Company.

“Third Schedule” not to apply.

2 In this Constitution, if not inconsistent with the subject or context, the following words shall bear the following meanings:-

Interpretation

WORDS MEANINGS

The Act the Companies Act, 2016 and every other statutory modification or re-enactment thereof for the time being in force

Accepting Shareholders has the meaning set out in Article 42

Affiliate of any specified Person, means any other Person which, directly or indirectly is in Control of, is Controlled by or is under common Control with such specified Person

AFFIN Affin Bank Berhad (25046-T)

AFFIN Director has the meaning given in Article 87(a)

Annual Budget the annual budget of the Company, as amended or revised from time to time

AXA AXA Asia (428197149) and shall include any member of the AXA Group which is a Member of the Company from time to time

AXA Director has the meaning given in Article 86(a)

BNM Bank Negara Malaysia

Board the Board of Directors of the Company

Board Reserved Matter any of those matters which constitute Group A Board Reserved Matters, Group B Board Reserved Matters, Group C Board Reserved Matters or Group D Board Reserved Matters

Business Day a day on which banks are open for normal banking business in Kuala Lumpur, Malaysia (excluding Saturdays, Sundays and public holidays), and Business Days shall be construed accordingly

Capital Adequacy Ratio has the meaning set-out in the the “Risk Based Capital Framework for Insurers” GuidelinesBNM/RH/GL/003-24 issued by BNM, as amended from time to time

CEO Chief Executive Officer of the Company

Company AXA AFFIN General Insurance Berhad (23820-W)

Constitution the Constitution as originally framed or as from time to time altered

Control with respect to any Person, the ability to direct the business and affairs of a Person or the ability to appoint a majority of the members of the board of directors or similar corporate body or bodies of a corporate Person through the ownership of securities with voting power or otherwise, and the terms Controls, Controlling and Controlled shall have correlative meanings;

Director a director of the Company and Directors shall be construed accordingly

FGV FGV Marketing Services Sdn. Bhd. (353807-M) (formerly known as Felda Marketing Services Sdn. Bhd.)

General Meeting an Annual General Meeting or an Extraordinary General Meeting, as further described in Article 51

Group in relation to a company, that company and its Affiliates, provided always that references to a Member’s Group shall exclude the Company

Group A Board Reserved Matter has the meaning set out in Article 129

Group B Board Reserved Matter has the meaning set out in Article 129

Group C Board Reserved Matter has the meaning set out in Article 129

Group D Board Reserved Matter has the meaning set out in Article 129

Independent Directors any Director who:

(a) is independent in character, judgment and of management of the Company and free from associations or circumstances that may impair the exercise of his/her exercise of independent judgement or ability to act in the best interest of the Company; and

(b) otherwise satisfies BNM’s requirements as to independence in respect of directors appointed to the board of licensed insurance companies in Malaysia from time to time

Initiating Seller has the meaning set out in Article 29

Member Reserved Matters the matters set out in Article 82

Member Extraordinary Reserved Matters

the matters set out in Article 84

Members the shareholders of the Company

Offer Price has the meaning set out in Article 29

Office the registered office for the time being

of the Company

Ordinary Resolution a resolution passed by the Members

present at a General Meeting in person or by proxy holding more than 50 per cent. of the issued shares of the Company

Paid Up paid up or credited as paid up

Person any individual, corporation (including

any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organisation, labour union, or other entity or any governmental authority, agency or commission

Principal Shareholders AFFIN and AXA collectively, and

Principal Shareholder means either of them

Proportionate Entitlement has the meaning set out in Article 29

Proposed Sale has the meaning set out in Article 29

Response Notice has the meaning set out in Article 31

Response Period has the meaning set out in Article 31

Sale Notice has the meaning set out in Article 29

Sale Shares has the meaning set out in Article 29

Seal the common seal of the Company

Special Resolution a resolution passed by the Members

present at a General Meeting in person or by proxy holding not less than 75 per cent. of the issued shares of the Company

Strategic Plan the strategic plan of the Company for

a fixed period designated by the Board, as approved by the Board (and as may be amended, updated or replaced from time to time by the Board)

Subscription Offer has the meaning set out in Article 40

Subscription Shares has the meaning set out in Article 41

Surplus Shares has the meaning set out in Article 42

in writing written, printed or lithographed, or

visibly expressed in all or any of those or any other modes or representing or reproducing words

Words importing the singular number shall include the plural number, and vice versa.

Words importing the masculine gender shall include the feminine gender.

Words importing person shall include corporations.

The marginal notes are inserted for convenience and shall not affect the construction of this Constitution.

The expression “Secretary” shall (subject to the provisions of the Act) include a temporary, assistant or deputy Secretary, and any person appointed by the Directors to perform any of the duties of the Secretary and where to or more persons are appointed to act as Joint Secretaries shall include any one of those persons.

Secretary

Save as aforesaid, any words or expressions defined in the Act shall, if not inconsistent with the subject or context, bear the same meaning in this Constitution.

CAPITAL

3 Without prejudice to any special rights for the time being conferred on the holders of any class of shares (which special rights shall not be varied or

Class rights

abrogated except with such consent or sanction as is required by Article 4), any share in the Company may be issued with such preferred, deferred or other special rights, or such restrictions, whether in regard to dividend, return of capital, voting or otherwise, subject to the provision of the Act and this Constitution; and any preference share may be issued on the terms that it is redeemed or, at the option of the Company is to be liable to be redeemed, subject to the provisions of the Act, on such terms and in such manner as may be provided by this Constitution.

VARIATIONS OF RIGHTS

4 Whenever the capital of the Company is divided into different classes of shares, the special rights attached to any class may, subject to the provisions of the Act, be varied or abrogated, either whilst the Company is a going concern or during or in contemplation of a winding up, with the written consent representing not less than seventy five per cent. of the total voting rights of the shareholders in the class or a special resolution passed by shareholders in the class sanctioning the variation.

5 Save as herein provided, the special rights conferred upon the holders of any class of shares issued with preferred or other special rights shall be deemed to be varied by the capital paid up on such shares and by the creation of further shares ranking in priority thereto, but shall not (unless otherwise expressly provided by this Constitution or by the conditions of issue of such shares) be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or subsequent thereto.

Special rights deemed altered in certain events

SHARES

6 Subject to the provisions of the Act, approval of the Members in General Meeting and the approval of the Directors, the shares shall be at the disposal of the Directors and they may allot, grant options over or otherwise dispose of them to such persons at such times and on such terms and at such times as the Directors think fit.

Shares to be at the disposal of Directors

7 In addition to all other powers of paying commissions, the Company (or the Directors on behalf of the Company) may exercise the powers conferred by the Act of paying commissions to persons subscribing or procuring subscriptions for shares of the Company, or agreeing so to do, whether absolutely or conditionally and any such commissions may be satisfied by the payment of cash or by the allotment of fully or partly paid shares of the Company; or partly in the one way and partly in the other: Provided that the rate per cent, or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and shall not exceed 10 per cent of the price at which the shares in respect whereof the commission is paid are issued or an amount equivalent thereto. The Company (or the Directors on behalf of the Company) may also on any issue of shares, pay such brokerage as may be lawful.

Company may pay commissions and brokerage

8 Except as ordered by a Court of competent jurisdiction or as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or recognise any equitable, contingent, future or partial interest in any share, or (except only as by this Constitution otherwise provided or as by law required) any interest in any fractional part of a share, or any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder.

Trusts not recognised

CERTIFICATES

9 (a) The certificates for all shares shall be issued under seal and signed by one Director and countersigned by the Secretary or by a second Director or some other person appointed by the Directors (provided that certificates issued to a Principal Shareholder shall always be countersigned by an appointed Director of the other Principal Shareholder); 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.

(b) Every Member shall be entitled to receive, within ten (10) Business Days after allotment or within fifteen (15) Business Days after lodgement of transfer, a certificate specifying the shares allotted or transferred to him and the amount 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.

(c) 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 respect of the shares registered in his name he shall pay such fee as shall be determined by the Directors plus any stamp duty levied by the Government from time to time.

(d) (i) If any certificate is worn or defaced, then upon production thereof to the Directors, the Directors 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 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.

(e) For every certificate issued under sub-article (d) there shall be paid to the Company such sum not exceeding RM50 as shall be determined by the Directors, in addition to all expenses including out-of-pocket expenses incurred in connection with the investigation by the Company of such loss or destruction.

(f) When any shares are sold by the Directors under the powers set forth in this Constitution and the certificate thereof has not been delivered up to the Company by the former holder of the 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 shares certificates Member entitled to share certificate Additional share certificate Issue of new certificate in place of one defaced, lost or destroyed Fee and cost Delivery or issue certificate of shares sold by Directors.

LIEN

10 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share, and the Company shall also have a first and paramount lien on all shares (other than fully paid shares)

Company’s shares

registered in the name of a single person for all money presently payable by him or his estate to the Company; but the Directors may at any time declare any share to be wholly or in part exempt from this regulation. The Company’s lien, if any, on a share shall extend to all dividends payable thereon.

11 Subject to Article 3, the Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable and until the expiry of fourteen days from a written notice, stating and demanding payment of such part of the amount of which the privilege or lien exists as is presently payable has been given to the registered holder for the time being of the share, or the person entitled to the share by reason of the death or bankruptcy of the registered holder.

Enforcing lien by sale

12 The net proceeds of such sale, after payment of the costs of such sale, shall be applied in or towards payment or satisfaction of the debt or liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts for liabilities not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale. For giving effect to any such sale the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred and he 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.

Application of proceeds of sale

13 Notwithstanding the provisions under Articles 10, 11 and 12, the exercise of such rights under Articles 10, 11 and 12 shall always be subject to approval of the Directors by way of simple majority.

CALLS ON SHARES

14 The Directors may from time to time make calls upon the Members in respect of any money unpaid on their shares and not by the conditions of allotment thereof made payable at fixed times, provided that no call shall exceed one-fourth of the issued price of the share or be payable less than thirty days from the date fixed for the payment of the last preceding call, and each Member shall (subject to receiving at least fourteen days' notice specifying the date, time and place of payment) pay to the Company the amount called on his shares. A call may be revoked or postponed as the Directors may determine.

Call on shares

15 A call may be made payable by installments. A call may be postponed and a call may be wholly or in part revoked as the Directors may determine. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

Calls payable by installment and liability of joint holders

16 If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at the rate of 8 per cent. per annum or at such lesser rate as the Directors may agree to accept, but the Directors shall be at liberty to waive payment of such interest wholly or in part.

When interest on call payable

17 Any sum which by or pursuant to the terms of issue of a share becomes payable upon allotment or at any fixed date, shall for the purposes of this Constitution be deemed to be a call duly made and payable on the date on which by or pursuant to the terms of issue, the same becomes payable, and in case of non-payment, all the relevant provisions of this Constitution as to

Certain sums payable to be deemed calls

payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

18 The Directors may, on the issue of shares, differentiate between the holders in the amount of calls to be paid and in the times of payment.

Directors have power to differentiate between holders

19 The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the money unpaid upon the shares held by him beyond the sums actually called up thereon as a payment in advance of calls, and such payment in advance of calls shall extinguish, so far as the same shall extend, the liability upon the same shares in respect of which it is advanced, and the Company may pay interest upon the money so received, or so much thereof as from time to time exceed the amount of the calls then made upon the shares in respect of which it has been received, at such rate (not exceeding 8 per cent. per annum) as the Member paying such sum and the Directors agree.

Acceptance of payment in advance of calls

FORFEITURE OF SHARES

20 If a Member fails to pay any call or installment of a call on the day appointed for payment thereof, the Directors may at any time thereafter, during such time as any part of such call or installment remains unpaid, serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued.

Notice to members in default

21 The notice shall name a further day (not earlier than fourteen days from the date of service thereof) on or before which and the place where the payment required by the notice 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 on which the call was made will be liable to be forfeited. The Directors may accept the surrender of any share liable to be forfeited hereunder and, in such case, reference herein to forfeiture shall include surrender.

Contents of notice

22 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, be forfeited by a resolution of the Directors to that effect unless the payment as required by the notice has been made before such resolution, and such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

Share may be forfeited on non-compliance with notice

23 When any share has been forfeited, notice of the forfeiture shall forthwith be given to the person who was before forfeiture the holder of the share or the person who was before forfeiture entitled to the share by reason of the death or bankruptcy of the holder (as the case may be); but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid.

Notice of forfeiture

24 A forfeited share 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 subject to the approval of the Members, and at any time before a sale, re-allotment or disposal the forfeiture may be cancelled on such terms as the Directors think fit. The Directors may, if necessary, authorise some person to transfer a forfeited share to any other person as aforesaid.

Re-allotment and re-issue of forfeited shares

25 A Member whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall notwithstanding the forfeiture remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the shares, together with interest or compensation at the rate of 8 per cent. per annum or such lower rate as the Directors may approve from the date of forfeiture until payment and the

Liability of Member whose shares have been forfeited

Directors may enforce payment without any allowance for the value of the shares at the time of forfeiture.

26 A statutory declaration that the declarant is a Director or the Secretary of the Company, and that a share has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. and such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof, together with the certificate for the share delivered to a purchaser or allottee thereof, shall (subject to the execution of a transfer if the same be so required) constitute a good title to the share, and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any), nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the share.

Protection of persons to whom forfeited shares are re-issued or re-allotted

TRANSFER OF SHARES

27 Unless otherwise agreed by the Principal Shareholders and FGV in writing, each of the Principal Shareholders and FGV may freely transfer any or all of its shares.

Transfers by Principal Shareholders and FGV

28 Any Member (other than a Principal Shareholder or FGV) may transfer any or all of its shares to a bona fide third party purchaser and it may only do so if and when the pre-emption right provisions contained in this Constitution are fully complied with.

Transfers by other Members

PRE-EMPTION RIGHTS

29 If any Member (other than a Principal Shareholder or FGV) (the Initiating Seller) wishes to sell or transfer the entire legal and beneficial ownership of any or all of its shares (the Sale Shares) to a bona fide third party purchaser (which, for the avoidance of doubt, expressly excludes any member of the same Group), the Initiating Seller shall give notice in writing to each of the Principal Shareholders of its intention to dispose of the Sale Shares (the Proposed Sale). Such written notice (the Sale Notice) shall constitute an offer to sell the Sale Shares to each of the Principal Shareholders in proportion to the shareholding of each Principal Shareholder expressed as a percentage of the aggregate shareholdings of the Principal Shareholders (each a Proportionate Entitlement). Such Sale Notice shall:

(a) give details of the number of Sale Shares and the offer price per Sale Share in cash (the Offer Price); and

(b) state all the material terms and conditions which are proposed to apply to Proposed Sale.

Pre-emption rights

30 A Sale Notice once given or deemed to be given shall not be capable of being withdrawn.

31 Within 30 Business Days of the date of the Sale Notice (the Response Period), each of the Principal Shareholders shall notify the Initiating Seller in writing (the Response Notice) whether:

(a) it accepts the offer for its Proportionate Entitlement of the Sale Shares at the Offer Price;

(b) subject to the other Principal Shareholder either declining to purchase its Proportionate Entitlement of the Sale Shares or failing to serve a valid Response Notice within the Response Period, it accepts the offer

Response procedures

for all of the Sale Shares at the Offer Price; or

(c) it declines the offer.

32 A Response Notice once given pursuant to Article 31 shall not be capable of being withdrawn. Upon a Response Notice having been validly served, the relevant Principal Shareholder shall be obliged to purchase, and the Initiating Seller shall be obliged to sell, the relevant Proportionate Entitlement of the Sale Shares or, if only one Response Notice has been validly served, all of the Sale Shares (if so specified in the Response Notice served by the relevant Principal Shareholder), in each case, in accordance with the terms set out in the Sale Notice.

33 If no Response Notice has been validly served or if only one Response Notice has been validly served and such Response Notice does not specify the acceptance of all of the Sale Shares, the Initiating Seller shall be entitled to sell all of the Sale Shares or the Proportionate Entitlement of the Sale Shares which was not accepted by the relevant Principal Shareholder (as the case may be) to any bona fide third party purchaser within sixty (60) Business Days following the expiry of the Response Period, provided the sale of such Sale Shares to that third party purchaser shall be on terms no more favorable to such third party purchaser than the terms of the Proposed Sale.

34 Any transfer of shares by an Initiating Seller to a Principal Shareholder or a third party purchaser (as the case may be) shall be free from any claims, equities, liens and encumbrances whatsoever and with all rights attached to the Offer Shares as at the date of service of the Sale Notice, but without the benefit of any other representations or warranties whatsoever.

35 The instrument of transfer shall be signed by or on behalf of the transferor and, in the case of a partly paid share, by the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered on the Register of Members in respect thereof.

Execution of transfer

36 The Directors may decline to recognise any instrument of transfer, unless:

(a) the instrument of transfer duly stamped is deposited at the Office or such other place as the Directors may appoint, accompanied by the certificate for the shares to which it relates, and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer; and

(b) the instrument of transfer is in respect of only one class of share.

Deposit of transfer, evidence of title

37 If the Directors refuse or delay to register a transfer of any shares, they shall, pass a resolution to refuse or delay the registration of the transfer within thirty (30) days from the receipt of the instrument of transfer. The resolution shall set out in full the reasons for refusing or delaying the registration of the transfer. The notice of resolution shall be sent to the transferor and to the transferee within seven (7) days of the resolution being passed.

Notice of refusal to register transfer

38 Subject to the provisions of the Act, the registration of transfers of shares or of any class of shares may be suspended at such times and for such periods as the Directors may from time to time determine.

When register of transfers may be closed

39 All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Directors may refuse to register shall (except in any case of fraud) be returned to the person depositing the same.

When transfers to be held

ISSUE OF NEW SHARES

40 If at any time the Company wishes to issue additional shares or other securities, such shares or other securities shall be offered for subscription to each Member pro-rata to its holding of shares as at the date of the offer (a Subscription Offer).

Issue of new shares on a pro-rata basis

41 Each Member may subscribe for all (but not some only) of its pro-rata entitlement of the shares or other securities comprised in such Subscription Offer (the Subscription Shares) within ten (10) Business Days from the date of the Subscription Offer by giving written notice to the Company, and failing such acceptance shall be deemed to have declined to have subscribed for the Subscription Shares.

42 Where acceptances are received for less than all of the Subscription Shares or the Subscription Offer is declined or deemed to have been declined by any of the Members (the Surplus Shares), the Company shall offer for subscription, by giving further written notice to those Shareholders who have accepted their respective pro-rata entitlement of Subscription Shares (the Accepting Shareholders and each, an Accepting Shareholder), such Surplus Shares. Each Accepting Shareholder shall have the option (but not the obligation) to apply for all or part of the Surplus Shares by giving notice in writing to the Company within ten (10) Business Days from the date of the written notice from the Company under this Article 42. If applications are made for the Surplus Shares by more than one of Accepting Shareholder and such applications exceed the number of Surplus Shares, the allocation of the Surplus Shares shall be made to each of the Accepting Shareholders in proportion to the shareholding of each Accepting Shareholder expressed as a percentage of the aggregate shareholdings of the Accepting Shareholders as at the date of the Subscription Offer.

43 If any of the Surplus Shares remain unsubscribed for, the process of offering to the Accepting Shareholders (in respect of that round of subscription) on a pro-rata basis shall be continued for successive rounds (in accordance with Article 42) until the earlier of such time that all the Surplus Shares are subscribed for or no further offers are or will be made.

44 The Company shall issue the relevant number of Subscription Shares and allot the same to all Accepting Shareholders on the date which is five (5) Business Days after the date of the last acceptance by an Accepting Shareholder of Subscription Shares (including Surplus Shares (as the case may be)).

45 Nothing in this Constitution shall preclude the Directors from recognising a renunciation of the allotment of any share by the allottee in favour of some other person.

Recognition of renunciation of allotment of shares

TRANSMISSION OF SHARES

46 In the case of the death of a Member, the surviving holder or holders (where the deceased Member was a joint holder) or the executors or administrators of the deceased Member (where such Member was a sole or only surviving holder) shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing in this Constitution shall release the estate of a deceased joint holder from any liability in respect of any share jointly held by him.

Transmission of registered shares

47 Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member may, upon such evidence as to his title being produced as may from time to time be required by the Directors, and subject as

Transmission of shares of deceased or bankrupt Members

hereinafter provided, elect either to be registered himself as the holder of the share or to have some person nominated by him registered as the holder thereof.

48 If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered, he shall testify his election by signing a transfer of the share in favour of that person. All the limitations, restrictions and provisions of this Constitution relating to the right to transfer and the registration of transfers of shares shall be applicable to any such 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 such Member.

Procedure to be followed by person becoming entitled to shares on death or bankruptcy of Member

49 A person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall be entitled to receive and may give a discharge for all benefits arising or accruing on or in respect of the share, but he shall not be entitled in respect of that share to receive notices of or to attend or vote at meetings of the Company, or, save as aforesaid, to any of the rights or privileges of a Member until he shall have become a Member in respect of the share.

Rights of persons entitled by transmission

ALTERATION OF CAPITAL

50 Subject to the provisions of the Act and this Constitution, the Company may alter its share capital in an one or more of the following ways by passing a Special Resolution to:

(a) consolidate and divide all or any of its share capital, the proportion between the amount paid and the amount, if any, unpaid on each subdivided share shall be the same as it was in the case of the share from which the subdivided is derived;

(b) convert all or any of its paid-up shares into stock and may reconvert that stock into paid-up shares;

(c) subdivide its shares, or any of the shares, whatever is in the subdivision, the proportion between the amount paid and the amount, if any, unpaid on each subdivided share shall be the same as it was in the case of the share from which the subdivided share is derived. ; or

(d) reduce its share capital in any manner authorised by the Act.

Consolidation, cancellation and subdivision of shares

GENERAL MEETINGS

51 The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year; and not more than fifteen (15) months shall elapse between the date of one Annual General Meeting of the Company and that of the next provided that, so long as the Company holds its first Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. Subject as aforesaid and to the provisions of the Act, the Annual General Meeting shall be held at such time and place as the Directors may determine. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

When Annual General Meetings to be held

52 The Directors may call an Extraordinary General Meeting whenever they think fit, and Extraordinary General Meetings may also be convened on such

When extraordinary meeting to be called

requisition, or in default, may be convened by such requisitionists, as provided by the Act.

NOTICE OF GENERAL MEETINGS

53 In the case of any Annual General Meeting or Extraordinary General Meeting for the passing of a Special Resolution, at least twenty one (21) days’ notice shall be given by the Company to the Members and, in the case of all other Extraordinary General Meetings, at least fourteen (14) days’ notice shall be given by the Company to the Members, each notice specifying the date on which the notice was served and the place, the date and the time of such General Meeting. Every notice of a proposed resolution of the Members shall be accompanied by a statement specifying the general nature of such business and the effect of the proposed resolution in respect of such business, and unless in any particular case the Principal Shareholders shall otherwise agree, no resolution relating to any business may be proposed or passed unless the nature of the business is specified in the relevant notice. The notice and agenda shall be sent by facsimile transmission or e-mail, to be followed immediately by confirmation by mail or by hand.

Contents of notice

54 In every notice calling a General Meeting of the Company there shall appear with reasonable prominence a statement that a Member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that a proxy need not also be a Member.

Notice to contain reference to right to appoint proxy

55 The accidental omission to give notice of a General Meeting to, or the non-receipt of notice of a General Meeting by, any person entitled to receive notice shall not invalidate the proceedings at that General Meeting.

Effect of omission to give notice

SPECIAL BUSINESS AT GENERAL MEETINGS

56 All business shall be deemed special that is transacted at an Extraordinary General Meeting. All business that is transacted at an Annual General Meeting shall also be deemed special, with the exception of declaring dividends, the consideration of the accounts and balance sheet and the ordinary reports of the Directors and auditors and other document required to be annexed to the balance sheet, the appointment of Directors in the place of those retiring by rotation or otherwise and the fixing of the remuneration of the auditors.

Special business at General Meetings

VOTE OF MEMBERS

57 At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless before or upon the declaration of the result of the show of hands a poll is demanded:

How questions to be decided at meetings

(a) by the Chairman; or

(b) by at least three Members present in person or by proxy having the right to vote at the General Meeting; or

(c) by a Member or Members present in person or by proxy representing not less than ten per cent. of the total voting rights of all the Members having the right to vote at the General Meeting; or

(d) by a Member or Members so present holding shares in the Company conferring a right to vote at the General Meeting being shares on which an aggregate sum has been paid up equal to not less than ten per cent. of the total sum paid up on all the shares conferring that right.

58 Unless a poll be so demanded and the demand be not withdrawn, a declaration by the Chairman that a resolution has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of the proceedings of General Meetings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

Evidence of passing of a resolution when poll not demanded

59 The instrument appointing a proxy to vote at a meeting shall be deemed also to confer authority to demand or join in demanding a poll, and for the purposes of Article 58 a demand by a person as proxy for a Member shall be the same as a demand by the Member.

Right of proxy to demand a poll

60 If any votes shall be counted which ought not to have been counted, or might have been rejected, the error shall not vitiate the result of the voting unless it be pointed out at the same General Meeting, or at any adjournment thereof, and it shall in the opinion of the Chairman of the General Meeting be of sufficient magnitude to vitiate the result of the voting.

Position regarding votes counted which should not have been counted

61 If a poll is duly demanded, it shall be taken in such manner as the Chairman may direct (including the use of ballot or voting papers or tickets), and the result of a poll shall be deemed to be the resolution of the General Meeting at which the poll was demanded. The Chairman may, in the event of a poll, appoint scrutineers (who need not be Members), and may fix some place and time for the purpose of declaring the result of the poll.

Manner of taking poll

62 A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and place as the Chairman directs not being more than thirty (30) days from the date of the General Meeting or the adjourned General Meeting at which the poll was demanded.

Time when poll to be taken

63 The demand for a poll shall not prevent the continuance of a General Meeting for the transaction of any business other than the question on which the poll has been demanded.

Other business when poll demanded

64 A demand for a poll may be withdrawn and no notice need be given of a poll not taken immediately.

Withdrawal of demand for poll

65 On a show of hands every Member who is present in person or by proxy shall have one vote. In the case of a poll every Member holding shares who is present in person or by proxy shall have one vote for every share held by him.

Votes of Members

66 In the case of joint holders of a share, the joint holders shall be considered as one shareholder. If the joint holders purport to exercise the power in the same way, the power is treated as exercised in that way. If the joint holders do not purport to exercise the power in the same way, the power is treated as not exercised.

Joint holders

67 Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any General Meeting of the Company or at any separate meeting of the holders of any class of shares 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 would have been able to exercise if it were an individual Member of the Company.

Corporations

68 A Member of unsound mind in respect of whom an order has been made by any competent Court may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis or other person appointed by such Court (who may on a poll vote by proxy) provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have

Persons of unsound mind

been deposited at the Office not less than forty-eight hours before the time for holding the General Meeting or adjourned General Meeting at which such person claims to vote.

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

Objections to qualification of voter

70 Save as provided by the Act, resolutions of the Members, including, without

limitation, any resolutions relating to:

(a) the remuneration and emolument of any Director and payment or provision of any gratuity and/or pensions to the director exceeding RM1,000,000;

(b) loans by the Company for an amount in excess of RM20,000,000; and

(c) transactions between the Company and a Director,

shall be effective if passed by Members present in person or by proxy holding more than 50 per cent. of the issued shares of the Company held by Members present and voting, save for resolutions concerning a Member Reserved Matter or a Member Extraordinary Reserved Matter.

PROXIES

71 Any person (whether a Member or not) may be appointed to act as a proxy. A Member may appoint more than one proxy to attend on the same occasion.

Who may be appointed a proxy

72 The instrument appointing a proxy shall be in writing in the usual common form, or such other form as may be approved by the Directors, and shall be signed by the appointor or by his attorney duly authorised in writing, or if the appointee is a corporation shall be either under its common seal or under the hand of an officer or attorney duly authorised in writing.

Instrument appointing proxy to be in writing

73 The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified, or office copy, of such power or authority, shall be deposited at the Office, or at such other place in Malaysia as is specified for that purpose in the notice calling the General Meeting, or in any instrument of proxy sent out by the Company in relation to the General Meeting, not less than forty-eight (48) hours before the time appointed for holding the General Meeting or adjourned General Meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four (24) hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date named in it as the date of its execution, except at an adjourned General Meeting or on a poll demanded at a General Meeting or an adjourned General Meeting in cases where the meeting was originally held within twelve months from such date.

Form of proxy to be deposited at Office

74 A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the instrument of proxy or of the authority under which the instrument of proxy was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at

Vote by proxy valid though authority revoked

the Office at least three (3) hours before the commencement of the General Meeting or adjourned General Meeting at which the instrument of proxy is used.

75 The Directors may at the expense of the Company send, by post or otherwise, to the Members instruments of proxy (with or without provision for their return prepaid) for use at any General Meeting or at any separate meeting of the holders of any class of shares of the Company either in blank or nominating in the alternative any one or more of the Directors or any other persons. If for the purpose of any General Meeting, invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the Company's expense, they shall be issued to all (and not to some only) of the Members entitled to be sent a notice of the General Meeting and to vote thereat by proxy.

Proxies nominating Directors or other persons

QUORUM

76 The quorum for the transaction of business at a General Meeting shall be two (2) persons, one (1) being a duly authorised representative of AXA and one (1) being a duly authorised representative of AFFIN. AXA and AFFIN shall use all reasonable endeavours to procure that their respective representatives attend each General Meeting and that a quorum is present throughout each such meeting.

Quorum at a Members Meeting

77 If within half an hour from the time appointed for a General Meeting a quorum is not present, the meeting shall be adjourned to the same day of the next week at the same time and place and each Member shall be notified by the secretary of the Company by facsimile notice or by any other form of notice in writing of the date, time and place of the adjourned General Meeting. If at the adjourned General Meeting a quorum is not present within half an hour from the time appointed for the meeting, then the Members present in person or by proxy shall constitute a quorum for the purposes of that meeting notwithstanding any other provision of this Constitution.

Adjournment

78 Subject to applicable laws, any Member may participate in any General Meeting by means of telephone conference or similar instantaneous telecommunication equipment and participation in a meeting in such manner shall be deemed to constitute a General Meeting so long as the following conditions are met:

(a) all the Members shall have received notice that a meeting will be held by instantaneous telecommunication device;

(b) each Member taking part in the meeting by instantaneous telecommunication device must be able to hear each of the other Members taking part and be able to participate in the meeting for the duration of the meeting;

(c) at the commencement of the meeting each Member shall acknowledge his or her presence for the purpose of the meeting to all the other Members taking part; and

(d) the quorum for such meetings shall be as required by Articles 76 and 77.

Participation in General Meeting

CHAIRMAN

79 The Chairman (if any) of the Board or in his absence the Deputy Chairman (if any) of the Board or in the absence of both the Chairman and the Deputy

Chairman

Chairman, the Vice-Chairman (if any) or (if there be more than one Vice-Chairman) the Vice-Chairman who has been longest in office or, if all or both Vice Chairman have been in office for the same length of time that Vice-Chairman who (in default of agreement) shall be determined by lot), or in the absence of the Chairman, the Deputy Chairman and any Vice-Chairman, some other Director nominated by the Directors, shall preside as Chairman at every General Meeting of the Company but if at any meeting none of them be present within ten minutes after the time appointed for holding the meeting or if none of them be willing to act as Chairman, the Directors present shall choose a Director present to be Chairman or if all the Directors present decline to take the chair, the Members present shall choose a Member present to be Chairman.

80 The Chairman may, with the consent of any General Meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned General Meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. When a General Meeting is adjourned for fourteen days or more, at least seven clear days' notice specifying the place, the day and the time of the adjourned meeting shall be given but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment.

Powers of the Chairman to adjourn meetings

81 If any votes shall be counted which ought not to have been counted, or might have been rejected, the error shall not vitiate the result of the voting unless it be pointed out at the same meeting, or at any adjournment thereof, and it shall in the opinion of the Chairman of the meeting be of sufficient magnitude to vitiate the result of the voting.

MEMBER RESERVED MATTERS

82 Notwithstanding anything contained in this Constitution, no decision or resolution of the Members affecting the matters set out in this Article 82 below (each being a Member Reserved Matter) shall be effective at the General Meeting at which the matter is considered or resolved on unless that resolution is passed by Members present in person or by proxy holding not less than seventy-five (75) per cent. of the issued shares of the Company:

(a) save as provided in Article 84(c), any change to the capital structure, including any increase or sub-division of issued share capital or the modification of the rights attached to the shares or any securities of the Company;

(b) any change in the name of the Company or a change of its corporate form or status;

(c) any alteration of the Constitution of the Company;

(d) any amalgamation, merger or consolidation of the Company with another person;

(e) any reorganisation, reconstruction or voluntary liquidation of the Company;

(f) approval of the annual report and accounts;

(g) approval or change of any accounting standards or policies of the

Member Reserved Matters

Company;

(h) declaration or distribution of dividends other than in compliance with the dividend distribution policy as set out in Article 151;

(i) appointment and/or removal of the auditors; and

(j) any change in the size and composition of the Board.

83 If a resolution concerning a Member Reserved Matter submitted to a duly convened General Meeting is not passed at that meeting, then upon the termination of any other business, the Company shall convene a new General Meeting for the same day of the next week at the same time and place. If the relevant resolution is not passed at the adjourned General Meeting, the Members shall procure that the matter which is the subject of such resolution shall not be implemented unless and until the Principal Shareholders resolve such matter in such a manner as they may agree in writing.

84 Notwithstanding anything contained in this Constitution, no decision or resolution of the Members affecting the matters set out in this Article 84 (each being a Member Extraordinary Reserved Matter) shall be effective at the General Meeting at which the matter is considered or resolved on unless that resolution is passed by Members present in person or by proxy holding not less than 75 per cent. of the issued shares of the Company which shall include the affirmative votes of each of the Principal Shareholders:

(a) the voluntary winding up of the Company;

(b) any material change in the nature of the Company’s business; and

(c) any reduction of share capital of the Company; and

(d) any other matters which the Principal Shareholders may subsequently agree in writing.

Member Extraordinary Reserved Matters

CONSTITUTION OF THE BOARD

85 The Board shall consist of seven (7) Directors , unless the Principal Shareholders agree otherwise in writing.

Number of Directors

86 AXA shall have the right to:

(a) nominate and maintain in office, remove and replace one (1) Director (who is not required to be an Independent Director) (AXA Director); and

(b) nominate and maintain in office, remove and replace three (3) Directors, who shall be Independent Directors .

AXA right to nominate

87 AFFIN shall have the right to:

(a) nominate and maintain in office, remove and replace one (1) Director (who is not required to be an Independent Director) (AFFIN Director), who shall hold the role of Chairman; and

(b) nominate and maintain in office, remove and replace two (2) Directors, who shall be an Independent Director.

AFFIN right to nominate

88 Unless the Principal Shareholders otherwise determine, there shall be, at all times:

(a) If the total number of appointed Directors is less than seven (7), there shall be at least three (3) persons appointed by AXA and maintained in office as Directors (the majority of which shall be Independent Directors) and at least two (2) persons appointed by AFFIN and maintained in office as Directors (where there are two (2) persons appointed and maintained in office as Directors by AFFIN, one (1) shall be an Independent Director, and where there are three (3) persons appointed and maintained in office as Directors by AFFIN, two (2) shall be Independent Directors); and

(b) If the total number of appointed Directors is seven (7), there shall be four (4) persons appointed by AXA and maintained in office as Directors (of which three (3) shall be Independent Directors) and three (3) persons appointed by AFFIN and maintained in office as Directors (of which two (2) shall be Independent Directors).

Save with the written consent of the Principal Shareholders, no other Director shall be appointed otherwise than pursuant to Articles 86, 87 and Error! Reference source not found. and with the prior approval of such person by BNM.

Additional Directors

89 A Director shall not require a share qualification, but shall nevertheless be entitled to attend and speak at any General Meeting of, or at any separate meeting of the holders of any class of share of the Company.

No Director’s share qualification

90 A person nominated to be a Director pursuant to Articles 86 87 and 88 shall only be appointed to the Board following a recommendation from the nomination and remuneration committee established by the Board that such person be so appointed as a Director and provided that such person has been approved by BNM. Each of the Principal Shareholders shall have the right to remove, subject to applicable laws and regulations, any Director (including any Independent Director (if applicable)) nominated by it and to nominate another Director in his or her place, whose appointment shall be subject to the approval of BNM. Any such nomination or removal shall be initiated by giving notice in writing (signed by a director or the secretary of the Principal Shareholder lodging the notice) to the secretary of the Company at its registered office or at a Board Meeting.

Power of removal

91 If a Director is removed from his office at the request of the Member that nominated that Director, that Member shall be responsible for and shall indemnify the Company and the other Members against any claim by such Director arising out of such removal, whether for unfair or wrongful dismissal or otherwise.

Indemnity

ALTERNATE DIRECTORS

92 Subject to applicable laws and recommendations or guidelines issued by BNM, any Director may, by giving notice in writing to the Board (and copied to the Principal Shareholders), appoint an alternate (who may be another Director) and may, in the same way, remove an alternate so appointed by him. An alternate shall be entitled to receive notice of all Board Meetings and attend and vote as such at any meeting at which the Director appointing him is not personally present, and generally in the absence of his appointor to do all the things which his appointor is authorised or empowered to do. A Director who is also appointed as an alternate Director shall be entitled, in the absence of his appointor:

(a) to a separate vote on behalf of his appointor in addition to his own vote;

Appointment of alternate Directors

and

(b) to be counted as part of the quorum of the Board on his own account and in respect of the Director for whom he is the alternate.

93 An alternate Director shall be an officer of the Company and shall alone be responsible to the Company for his own acts and defaults, and he shall not be deemed to be the agent of or for the Director appointing him.

REMUNERATION OF DIRECTORS

94 The fees of the Directors, and any benefits payable to the Directors including any compensation for loss of employment or a Director or former Director shall be approved at a General Meeting. Such fixed sum (not being a commission on or percentage of profits or of turnover) as shall from time to time be approved at a General Meeting and shall (unless such resolution otherwise provides) be divisible among the Directors as they may agree, or failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which he has held office. The remuneration of the Directors shall not be increased except at a General Meeting convened by a notice specifying the intention to propose such increase.

Remuneration

DIRECTORS’ INTERESTS

95 (a) A Director, including an alternate Director, may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director upon such terms as the Directors may determine and may receive such remuneration in addition to any remuneration under this Constitution as the Directors may think fit.

(b) A Director, including an alternate Director, may act by himself or his firm in a professional capacity for the Company (other than as Auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

Directors’ interests

96 No Director or intending Director, including an alternate Director, shall be disqualified by his office from contracting with the Company either with regard to his tenure of any other office or place of profit, or as vendor, purchaser or otherwise, nor shall any such contract, or any contract or arrangement entered into by or on behalf of the Company in which any Director is in any way, whether directly or indirectly, 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 realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.

Directors contracting with Company with regard to tenure of any other office, etc

97 Any Director, including an alternate Director, may continue to be or become a director or other officer or member of or otherwise interested in any other company promoted by the Company or in which the Company may be interested, as a member or otherwise, and no such Director shall be accountable for any remuneration or other benefits received by him as a director or other officer or member of, or from his interest in, any such other company. The Directors may exercise the, voting power conferred by the shares of any other company held or owned by the Company or exercisable by

Directors holding office with companies in which Company is interested, etc

them as directors of such other company, in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors or other officers of such company, or voting or providing for the payment of remuneration to the directors or other officers of such company), and any Director may vote in favour of the exercise of such voting rights, notwithstanding that he may be, or may be about to be, appointed a director or other officer of such other company, or is or may become interested in the exercise of such voting rights.

98 A Director, including an alternate Director, who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of Directors in accordance with Section 221 of the Act. In the case of a proposed contract the declaration shall be made at the meeting of the Directors at which the question of entering into the contract if first taken into consideration, or, if the Director was not at the date of that meeting interested in the proposed contract, at the next meeting of Directors held after he became so interested. In a case where the Director becomes interested in a contract after it is made the declaration shall be made at the first meeting of the Directors held after the Director becomes so interested. In a case where the Director is interested in a contract which has been made before he was appointed a Director the declaration shall be made at the first meeting of the Directors held after he is so appointed.

Directors contracting with Company to declare interest

99 For the purposes of Article 98, a general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract which may, after the date of the notice, be made with the company or firm shall (if such Director shall give the same at a meeting of the Directors or shall take reasonable steps to secure that it is brought up and read at the next meeting of the Directors after it is given) be deemed a sufficient declaration of interest in relation to any contract so made.

When notice of interest to be given

POWERS OF DIRECTORS

100 Save for Board Reserved Matters, Member Reserved Matters and Member Extraordinary Reserved Matters, the overall management and control of all business and affairs of the Company including setting and controlling governance, delegating authority to the CEO in accordance with Article 141, voting and ensuring adherence to the Annual Budget and the Strategic Plan, the matters set out in Article 116 together with such matters as may be provided under the provisions of the Act, shall be vested in the Directors, unless otherwise vested in the Members pursuant to the provisions of this Constitution or the Act, but no regulation made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Directors by any other Article.

General powers of the Company vested in the Directors

101 The Directors may establish any councils, committees, local boards or agencies for managing any of the affairs of the Company, either in Malaysia or elsewhere, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration, and may delegate to any council, committee, local board, manager or agent any of the powers, authorities and discretions vested in the Directors, with power to sub-delegate, and may authorise the members of any local board, or any of them, to fill any vacancies therein, and to act notwithstanding vacancies, and any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit, and the Directors may remove any

Local boards, etc.

person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

102 The Directors may from time to time, and at any time, by power of attorney appoint any corporation, firm or person, or any fluctuating 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 Director under this Constitution) and for such period and subject to such condition as they may think fit, and any such power or 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 sub-delegate all or any of the powers, authorities and discretions vested in him.

Powers of Attorney

103 The Directors may cause to be kept in any country in which the Company transacts business a Branch Register or Registers of Members resident in such country, and the Directors may (subject to the provisions of the Act) make and vary such regulations as they may think fit in respect to the keeping of any such Register.

Dominion Register of Members

104 The Directors may establish and maintain, or procure the establishment and maintenance of, any pension or superannuation funds whether contributory or otherwise) for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances, and 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 any such subsidiary or of any of the predecessors in business of the Company or any such other company as aforesaid, or who may be or have been Directors or officers of the Company, or of any such other company as aforesaid, and the wives, widows, families and dependents of any such persons, and also establish, subsidise and subscribe to any institutions, associations, societies, clubs or funds calculated to be for the benefit or to advance the interests and well-being of the Company or of any such other company as aforesaid, or of any such person as aforesaid, and make payments for or towards the insurance of any such persons as aforesaid and subscribe or guarantee money or charitable or benevolent object, and do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid. Subject to particulars with respect to the proposed payment being disclosed to the members of the Company and to the proposal being approved by the Company by Ordinary Resolution, if the Acts shall so require, any Director shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emolument.

Directors’ power to pay pensions

105 All cheques, promissory notes, drafts, bills or exchange, and other negotiable or transferable instruments, and all receipts for money paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.

Execution of documents

106 Subject to the provisions of this Constitution, the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures and other securities whether outright or as security for any debt, liability, or obligation of the Company or of any third party.

Borrowing powers of Directors

107 The Directors may raise or secure the payment of such money in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the issue of debentures or debenture stock of the Company,

What security may be given

charged upon all or any part of the property of the Company (both present and future) including uncalled capital, or by means of mortgages, bonds and dispositions in security or bonds of cash-credit, with or without power of sale, as the Directors shall think fit.

108 Debentures, debenture stock or other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

Debentures may be assignable

109 Any debentures, debenture stock, bonds or other securities may be issued with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at General Meetings of the Company, appointment of Directors and otherwise.

Conditions of issue

110 The Directors shall cause a proper Register to be kept, in accordance with Section 362 of the Act, of all mortgages and charges especially affecting the property of the Company.

Register to be kept

111 The sum of RM10 shall be the sum payable for each inspection of the Register of Charges.

Cost of inspection

112 If any uncalled capital of the Company is included in or charged by any mortgage or other security, the Directors may delegate to the person in whose favour such mortgage or security is executed, or to any other person in trust for him, the power to make calls on the Members in respect of such uncalled capital, and to sue in the name of the Company or otherwise for the recovery of moneys becoming due in respect of calls so made and to give valid receipts for such moneys, and the powers so delegated shall subsist during the continuance of the mortgage or security, notwithstanding any change of Directors, and shall be assignable if expressed so to be.

Uncalled capital included in mortgage or other security

113 The continuing Directors or a sole continuing Director may act notwithstanding any vacancies in their body, but if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with this Constitution, or below the number fixed by or pursuant to this Constitution as the quorum of Directors, the continuing Directors or Director may act for the purpose of filing vacancies in their body or of summoning General Meetings of the Company, but not for any other purpose. If there be no Directors or Director able or willing to act, then any two Members may summon a General Meeting for the purpose of appointing Directors.

Continuing Directors may act in case of vacancies.

114 A meeting of the Directors for the time being, at which quorum is present, shall be competent to exercise all powers and discretion for the time being exercisable by the Directors.

Powers of meeting of the Directors

115 All acts done bone fide by any meeting of Directors or of a committee of Directors, or by any person acting as a Director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or such Director had vacated office or was not entitled to vote, be as valid as if every such person had been duly appointed and had continued to be a Director and had been entitled to vote.

Acts of Directors or committee valid notwithstanding defective appointment

MATTERS TO BE SUBMITTED TO BOARD FOR APPROVAL

116 All decisions related to the matter set forth below shall be referred to the Board for approval:

(a) appointment of the CEO and the delegation of authority to the CEO;

(b) appointment, removal and/or replacement of AXA and AFFIN’s

Matters to be submitted to Board for approval

respective nominees as Directors (including any Independent Directors (if applicable);

(c) approval of the Annual Budget and Strategic Plan (including any investment policy therein) and any amendments thereof;

(d) entering into any related party transactions with any Member (or any of its Affiliates) or any Director for a value in excess of RM2,000,000;

(e) provision of any loan by the Company to its employees or officers or any other Person;

(f) incurring any borrowing or other indebtedness for an amount in excess of the higher of: (i) RM2,000,000; or (ii) 1.5 per cent. of the Company’s shareholders’ equity (as reflected in the last available audited accounts of the Company);

(g) granting any guarantees or indemnities for an amount in excess of the higher of: (i) RM2,000,000; or (ii) 1.5 per cent. of the Company’s shareholders’ equity (as reflected in the last available audited accounts of the Company);

(h) outsourcing of core business functions of the Company;

(i) appointment of members of the Board committees and the delegation of authority to the Board committees;

(j) approval of the annual report and accounts of the Company before submission to a meeting of the Members;

(k) approval of Directors’ remuneration;

(l) approval of the Company’s audited accounts;

(m) declaring or payment of any dividend, make any other distribution of the Company’s profits, reduce its capital, repay any shareholder’s loan or advance or buy back any of the Company’s shares;

(n) conveying, selling, leasing, transferring or otherwise disposing of or in any way cease to exercise control over whether by a single transaction or a number of transactions, related or not the whole or a substantial part of the Company’s undertaking business or assets whether now owned or hereafter acquired;

(o) appointing and removing external auditors of the Company;

(p) allotting or issuing any share or loan capital or securities or other rights convertible into share or loan capital;

(q) altering any rights attaching to any class of share in the capital of the Company; and

(r) amending any provision of the Constitution of the Company.

BOARD OF DIRECTORS MEETINGS

117 Unless otherwise agreed by the AXA Director and the AFFIN Director, Board Meetings shall be held in Malaysia not less than once every two months, and otherwise as circumstances require. At least five (5) Business Days’ written notice of a Board Meeting shall be given to each Director and his/her alternate (if any), provided that a Board Meeting may be convened by giving not less than forty eight (48) hours' notice if the interests of the Company would be likely to be adversely affected to a material extent if the business to be transacted at such Board Meeting were not dealt with as a matter of urgency, or on less than forty eight (48) hours’ notice if all Directors or their respective alternates agree. An agenda identifying in reasonable detail the issues to be considered by the Directors at any such meeting (and copies of any relevant papers to be discussed at the meeting) shall be distributed at the same time as the notice of such Board Meeting is given to the Directors and their respective alternates. The notice, agenda and any relevant papers for the Board Meeting may be sent to Directors by facsimile transmission or e-mail, to be followed immediately by confirmation by mail.

Frequency , notice and agenda

118 Subject to Article 119, the quorum for the transaction of business at any Board Meeting shall be:

(a) If the total number of appointed Directors is less than seven (7), there shall be at least three (3) Directors (to include the AXA Director and the AFFIN Director) present in person or represented by their alternates; and

(b) If the total number of appointed Directors is seven (7), there shall be at least four (4) Directors (to include the AXA Director and the AFFIN Director) present in person or represented by their alternates.

The Members shall use all reasonable endeavours to ensure that their respective appointees as Directors (or their alternates) shall attend each Board Meeting and to procure that a quorum (in accordance with the the Constitution) is present throughout each such meeting

Quorum

119 If within half an hour from the time appointed for a Board Meeting a quorum is not present, the meeting shall be adjourned to the same day of the next week at the same time and place. Each Director not present at the meeting shall be notified by the secretary of the Company by facsimile notice or by any other form of notice in writing of the date, time and place of the adjourned meeting.

(a) Where the total number of appointed Directors is less than seven (7), the quorum at such reconvened meeting where the business to be conducted includes a Board Reserved Matter shall be any three (3) Directors (including the AXA Director and the AFFIN Director), or any three (3) Directors if the meeting does not include a Board Reserved Matter ; or

(b) Where the total number of appointed Directors is seven (7), the quorum at such reconvened meeting where the business to be conducted includes a Board Reserved Matter shall be any four (4) Directors (including the AXA Director and the AFFIN Director), or any four (4) Directors if the meeting does not include a Board Reserved Matter.

Adjournment

120 Any Director may participate in a Board Meeting by means of telephone conference or similar instantaneous telecommunication equipment and participation in a meeting in such manner shall be deemed to constitute a Board Meeting so long as the following conditions are met:

(a) all the Directors shall have received notice that a meeting will be held by

instantaneous telecommunication device;

Instantaneous communication

(b) each Director taking part in the meeting by instantaneous telecommunication device must be able to hear each of the other Directors taking part, and to participate in the meeting;

(c) at the commencement of the meeting each Director shall acknowledge his or her presence for the purpose of the meeting to all the other Directors taking part; and

(d) the quorum for such meetings shall be as required by Articles 118 and 119.

121 A Director may not leave the Board Meeting by disconnecting his instantaneous communication device unless he has previously obtained the express consent of the Chairman of the Board Meeting and a Director shall be conclusively presumed to have been present at all times during the Board Meeting by instantaneous communication device unless he has previously obtained the express consent of the Chairman of the Board Meeting to leave the Board Meeting.

122 The minutes of the proceedings at a Board Meeting of the Directors by instantaneous telecommunication device must be made and signed by the Chairman of the meeting as provided for in Article 146 of this Constitution.

123 Notwithstanding anything in this Constitution or any provisions of law to the contrary, a Director participating in a Board Meeting by an instantaneous telecommunication device shall be deemed to constitute a presence in person at such meetings. An attendance sheet shall subsequently be signed by the members participating in the Board Meeting.

124 Notwithstanding anything in this Constitution, a Board Meeting of the Directors by means of contemporaneous device, shall for all intents and purposes be construed to have been held at the time and place where the Registered Office of the Company is located for the time being.

125 For the purpose of this Constitution, “instantaneous telecommunication device” means any telecommunication conferring with audio and/or visual capacity.

VOTING

126 Resolutions of the Directors shall be effective if carried by a simple majority of the Directors, save for resolutions concerning a Board Reserved Matter.

Simple majority

127 Except as may be agreed by the AFFIN Director and the AXA Director in any particular case, no resolution or business shall be passed or transacted at any Board Meeting except as set out in the agenda for such meeting.

No resolution to be passed except as set out in agenda

128 The Chairman of the Board shall have no casting vote. No Chairman casting vote

BOARD RESERVED MATTERS

129 The following matters shall constitute Board Reserved Matters: (a) approval of the Annual Budget, Strategic Plan (including any investment

policy) and any amendments thereof (the Group A Board Reserved Matter);

(b) save as contemplated in the Strategic Plan, any acquisition or disposal of

assets by the Company for a value in excess of the higher of: (i) RM2,000,000; and (ii) 1.5 per cent. of the Company’s Members’ equity (as reflected in the last available audited accounts of the Company) (the Group B Board Reserved Matter);

(c) any agreement or arrangement between the Company and AXA, AFFIN

or Boustead Holdings Berhad (or any member of their respective Groups), in each case, for a value in excess of RM2,000,000. For the avoidance of doubt, the value of any agreement or arrangement mentioned herein shall be the aggregate value of the consideration given or received in relation to the particular transaction (the Group C Board Reserved Matter); and

(d) any incurring by the Company of any borrowing or other indebtedness

(other than subordinated debt issued to comply or satisfy any capital or minimum solvency requirements under the Financial Services Act or as otherwise required by BNM from time to time) for an amount in excess of the equivalent of 30 per cent. of the Company’s Members’ equity (as reflected in the last available audited accounts of the Company) (the Group D Board Reserved Matter).

130 Notwithstanding anything contained in this Constitution, no decision or

resolution of the Board affecting the Board Reserved Matters set out in Article 129 above shall be effective at the Board Meeting at which the matter is considered or resolved on unless that resolution is passed by the majority of the Directors attending the relevant meeting, including: (a) in the case of the Group A Board Reserved Matter, the AFFIN Director

shall exercise his/her voting rights in the same manner as the AXA Director;

(b) in the case of the Group B Board Reserved Matter, the majority of the

Directors attending the relevant meeting, including the AXA Director and the AFFIN Director;

(c) in the case of the Group C Board Reserved Matter, the majority of the

Directors attending the relevant meeting, including:

(i) the AXA Director if the Company proposes to enter into an agreement or arrangement with: (i) AFFIN or any member of the AFFIN Group; or (ii) Boustead Holdings Berhad or any member of its Group; or

(ii) the AFFIN Director if the Company proposes to enter into an

agreement or arrangement with AXA or any member of the AXA Group; or

(d) in the case of the Group D Board Reserved Matter, the majority of the

Directors attending the relevant meeting, including the AXA Director and the AFFIN Director.

Voting requirements for Board Reserved Matters

131 If a resolution concerning a Group A Board Reserved Matter, Group B Board Reserved Matter or a Group C Board Reserved Matter submitted to a duly convened Board Meeting is not passed at that meeting, then upon the termination of any other business, the Company shall convene a new Board

Meeting for the same day of the next week at the same time and place and Article 132 shall apply.

132 Each Director not present at the relevant Board Meeting referred to in Article 131 shall be notified by the Company in writing of the date, time and place of the meeting to be convened pursuant to Article 131. Such notice shall contain a statement that failure to achieve a quorum, or to pass the relevant resolution, may result in the resolution in such manner as may be agreed between the Principal Shareholders. If at such meeting a quorum is not present within half an hour from the time appointed for the meeting or the relevant resolution is not passed, then the meeting shall be dissolved and Principal Shareholders shall resolve such matter in such a manner as they may agree in writing.

133 Save for resolutions concerning a Board Reserved Matter, a resolution in writing, signed by a simple majority of Directors for the time being entitled to receive notice of a Board Meeting, shall be as effective as a resolution passed at a Board Meeting duly convened and held in accordance with this Constitution, and may consist of several documents in the like form each signed by one or more of the Directors. A resolution in writing concerning a Board Reserved Matter shall be effective as a resolution passed at a Board Meeting if such resolution is passed by a simple majority of Directors for the time being entitled to receive notice of a Board Meeting and complies with the voting requirements set out in Article 130.

Resolutions in writing

ROTATION AND DISQUALIFICATION OF DIRECTORS

134 Subject to the provisions of this Constitution, at the first Annual General Meeting, all directors shall retire from office at the conclusion of the meeting, 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 to one-third, shall retire from office at the conclusion of the Annual General Meeting.

Rotation and retirement of Directors

135 Subject to the provisions of the Act and this Constitution, the Directors to retire in every year shall be those who have been longest in office since their last appointment or re-appointment, but as between persons who became or were last re-appointed Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Subject as aforesaid, a retiring Director shall be eligible for reappointment as if he is not disqualified under this Act.

Which Directors to retire

136 The Company at the meeting at which a Director retires in manner aforesaid may appoint any person who is not disqualified under the Act to fill in the vacancy at the Annual General Meeting at which a Director so retires, and if no appointment was made to fill the vacancy, the retiring director shall, if he offers himself for re-appointed, be deemed to have been re-appointed, , unless at such meeting it is expressly resolved not to fill the vacancy or a resolution for the re-appointment of such Director shall have been put to the meeting and lost.

Meeting to fill up vacancies

137 No person other than a Director retiring at the meeting shall, unless recommended by the Directors for appointment, be eligible for appointment to the office of a Director at any General Meeting unless, not less than seven nor more than forty-eight clear days before the day appointed for the meeting, there shall have been given to the Company notice in writing by some Member duly qualified to be present and vote at the meeting for which such notice is given of his intention to propose such person for appointment, and also notice in writing signed by the person to be proposed of his willingness to be

When candidate for office of Director must give notice

appointed.

138 Without prejudice to the provisions for retirement by rotation or otherwise herein contained the office of a Director shall be vacated in any of the following events:-

(a) if (not being a Director who has agreed to serve as a Director for a fixed term) he resigns his office by notice in writing under his hand sent to or left at the Office;

(b) has retired in accordance with the Act or in accordance with this Constitution but is not re-elected;

(c) is removed from office in accordance with the Act or this Constitution;

(d) becomes disqualified from being a director under the Act;

(e) if he becomes bankrupt or makes any arrangement or composition with his creditors generally;

(f) if he becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the Mental Health Act, 2001;

(g) if he dies;

(h) if he is absent from meetings of the Directors for six successive months without leave, and his alternate Director (if any) shall not during such period have attended in his stead, and the Directors resolve that his office be vacated;

(i) if he ceases to be a Director by virtue of, or becomes prohibited from being a Director by reason of, any order made under any provisions of the Act; or

(j) if he be requested in writing by at least three quarter of the co-Directors to resign.

When office of directors to be vacated

BOARD COMMITTEES

139 The Board may delegate its powers to one or more Board committees in accordance with this Constitution and upon such other terms and conditions as may be imposed by the Board. Subject to Article 140, the procedures, quorum requirements, voting requirements and voting restrictions for the Board committees shall follow and comply with the procedures for Board Meetings at set out in Articles 117 to 128. The Board committees shall only act in accordance with the instructions of the Board.

Board committees

140 Where applicable laws, (including, without limitation, requirements imposed by BNM) preclude the AXA Director and/or the AFFIN Director (as applicable) from being a member of the Board committees:

(a) the Director(s) so precluded shall be entitled to attend the meetings of the relevant Board committee(s) (and to receive all notices of meetings of the same, together with all other information made available to members of the relevant Board committee(s)), provided that any such

precluded Director shall not have any voting rights at any meeting of the relevant Board committee; and

(b) a meeting of the relevant Board committee shall not be inquorate solely as a result of the precluded Director’s exclusion from the membership of such Board committee.

CEO AND MANAGEMENT OF THE COMPANY

141 The CEO shall have responsibility for the day-to-day management and operations of the Company, save for the matters to be submitted to the Board for approval as set out in Article 116, the Board Reserved Matters, the Member Reserved Matters and the Member Extraordinary Reserved Matters.

Responsibility of the CEO

142 AXA shall have the right to nominate and maintain in office, remove and replace the CEO. Unless AXA elects otherwise from time to time, the CEO shall be appointed as the AXA Director. The CEO and his/her replacements from time to time shall be appointed solely by the Board subject to the approval of BNM.

Right to nominate

143 The CEO shall be a full-time employee of the Company and shall receive authority from the Board to have responsibility for the day-to-day management and operations of the Company (including, but not limited to, the preparation of the Annual Budget and Strategic Plan and the appointment or removal of all key senior officers) in accordance with this Constitution and will be required to refer matters for the approval of the Board or Members in relation to matters specified by law as requiring a resolution of the Board or the Members (as the case may be).

Employee of the Company

EXECUTIVE DIRECTORS

144 Subject to Articles 85 to 91 and in accordance with any BNM requirements, the Directors may from time to time appoint one or more Directors (who have not attained the age of 65) to be the holder of any executive office (including but not limited to the office of Managing Director, Joint Managing Director or Assistant Managing Director) for such period (but not in any event to extend beyond his 65th birthday) and upon such terms as the Directors think fit and, subject to the provisions of any agreement entered into in any particular case, may revoke such appointment. The appointment of any Director to any executive office as aforesaid shall be subject to termination if he cease from any cause to be a Director but without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company. A Director so appointed shall not be subject to retirement by rotation and shall not be taken into account in determining the rotation of retirement of Directors. Any Executive Director shall receive such remuneration (whether by way of salary, commission or participation in profits, or otherwise) as the Directors may determine, and either in addition to or in lieu of his remuneration as a Director.

Power to appoint executive Directors

145 The Directors may entrust to and confer upon any Director appointed to any such executive office any of the powers exercisable by them as Directors, other than the power to make calls or forfeit shares, upon such terms and conditions and with such restrictions as they think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke withdraw alter or vary all or any such powers.

Power of executive Directors

MINUTES

146 The Directors shall cause minutes to be made:-

(a) of all appointments of officers made by the Directors;

(b) of the names of the Directors present at each meeting of Directors and of any committee of Directors;

(c) of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of Directors.

Any such minute, if purporting to be signed by the Chairman of the meeting at which the proceedings were had, or by the Chairman of the next succeeding meeting, shall be evidence of the proceedings.

Minutes

SECRETARY

147 The Secretary shall be appointed by the Directors for such terms at such remuneration and upon such terms as the Directors think fit and any Secretary so appointed may be removed by the Directors.

Secretary

148 Anything required by the Act or authorised to be done by or to the Secretary may, if the office is vacant or there is for any other reason no Secretary capable of acting, be done by or to any assistant or deputy Secretary or, if there is no assistant or deputy Secretary capable of acting, by or to any officer of the Company authorised generally or specially for that purpose by the Directors.

Powers of Secretary

SEAL

149 The Directors shall provide for the safe custody of the Seal and the Seal shall never be used except by the authority of a resolution of the Directors or of a committee of the Directors authorised in that behalf by the Directors. The Directors may from time to time make such regulations as they see fit determining:

(a) in the case of any instrument to which the Seal is affixed which is not by this Constitution required to be signed or countersigned by any person, the persons and the number of persons who shall approve each such instrument, and

(b) in the case of any other instrument to which the Seal is affixed, the persons and the number of persons who shall sign every such instrument, and until otherwise so determined every such instrument shall be signed by one Director and shall be countersigned by the Secretary.

Affixing of the Seal

150 The Company may exercise the powers conferred by Section 62 of the Act with regard to having an official Seal for use abroad and such powers shall be vested in the Directors.

Official Seal abroad

DIVIDENDS

151 Subject to the provisions of the Act, the profits of the Company available for distribution as dividends and resolved to be distributed by the Company in General Meeting shall be distributed to the Members (pro rata to their respective shareholdings) so that the Capital Adequacy Ratio of the Company (at the date of the latest audited financial statements) shall be equal to 1.1 times

Declaration of dividends

the minimum target as set out in the Company’s capital management plan as approved by BNM from time to time.

152 Subject to the provisions of the Act, no dividend shall be payable except out of the profits of the Company provided that the Company is solvent. Before such distribution is made by the Company to the Members, such distribution shall be authorised by the Directors. The Directors may authorise a distribution at such time and in such amount as the Directors consider appropriate, if the Directors are satisfied that the Company will be solvent immediately after the distribution is made. If, after, a distribution is authorised and before it is made, the Directors cease to be satisfied on reasonable grounds that the Company will be solvent immediately after the distribution is made, the Directors shall take all necessary steps to prevent the distribution being made.

Dividends only out of profits

153 Subject to the rights of persons, if any, entitled to shares with preferential or other special rights as to dividends, all dividends shall be declared and paid according to the amounts paid up on the shares (otherwise than in advance of calls) in respect whereof the dividend is paid. All dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividends is paid, except that if any share is issued on terms providing that it shall carry any particular rights as to dividend, such share shall rank for dividend accordingly.

Dividends according to amounts paid on shares

154 Subject to the provisions of the Act and this Constitution, the Directors may, if they think fit, 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. If at any time the share capital of the Company is divided into different classes, the Directors may pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferred rights, as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and the Directors may also pay half-yearly, or at other suitable intervals to be settled by them, any dividend which may be payable at a fixed rate if they are of opinion that the profits justify the payment, provided that the Directors act bona fide they shall not incur any responsibility to the holders of shares conferring a preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferred rights.

Interim dividends and apportionment

155 The Directors may deduct from any dividend or other moneys payable to any Member on or in respect of a share 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.

Debts may be deducted from dividends

156 All unclaimed dividends may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. No dividend shall bear interest as against the Company.

Unclaimed moneys

157 The payment by the Directors of any unclaimed dividend or other moneys payable on or in respect of a share into a separate account shall not constitute the Company as trustee in respect thereof and any dividend which has remained un-claimed for a period of twelve years from the date of declaration thereof shall, if the Directors shall so resolve, at the expiration of that period be forfeited and cease to remain owing by the Company and shall thenceforth belong to the Company absolutely.

Disposal of unclaimed dividends

158 Any dividend, interest or other moneys 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 the Register of

Payment through post

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. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses or other moneys payable in respect of the shares held by them as joint holders.

159 A General Meeting declaring a dividend may, upon the recommendation of the Directors, direct payment of such dividend wholly or in part by the distribution of specific assets, and in particular of Paid Up shares or debentures of any other company, and the Directors shall give effect to such resolution, and where any difficulty arises in regard to the distribution, they may settle the same as they think expedient, and in particular may issue fractional certificates, and may 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 Members, and may vest any specific assets in trustee upon trust for the person entitled to the dividend as may seem expedient to the Directors, and generally may make such arrangements for the allotment, acceptance and sale of such specific assets of fractional certificate, or any part thereof, and otherwise as they think fit.

Specie dividends

RESERVES

160 The Directors may before recommending any dividend whether preferential or otherwise, carry to reserve out of the profits of the Company (including any premiums received upon the issue of debentures or other securities of the Company) such sums as they think proper as a reserve or reserves, which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may properly be applied and, pending 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 of the Company or its holding company, if any) 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.

Reserves

CAPITALISATION

161 The Company may by Ordinary Resolution, upon the recommendation of the Directors, resolve that it is desirable to capitalise any undivided profits of the company (including profits carried and standing to any reserve or reserves) not required for paying the fixed dividends on any shares entitled to fixed preferential dividends with or without further participation in profits, or any sum carried to reserve as a result of the sale or revaluation of the assets of the Company (other than goodwill) or any part thereof or, subject as hereinafter provided and accordingly that the Directors be authorised and directed to appropriate the profits or sum resolved to be capitalised to holders of shares in proportion to the number of shares held by them respectively and to apply such profits or sum on their behalf, either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by such Member respectively, or in paying up in full unissued shares or debentures of the Company of an amount equal to such profits or sum, such shares or debentures to be allotted and distributed credited as fully paid up, to and amongst such Members in the proportions aforesaid, or partly in one way and partly in the other.

Capitalisation of profits

162 Whenever such a resolution as aforesaid shall have been passed, the Director shall make all appropriations and applications of the profits or sum resolved to be capitalised thereby, and all allotments and issues of fully paid shares or

Appropriation and distribution of

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 provisions by the issue of fractional certificates or by payment in cash or otherwise as they think fit in the case of shares or debentures becoming distributable in fractions or may ignore fractions altogether, and also to authorise any person to enter on behalf of all the Members entitled to the benefit of such appropriations and applications into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares to which they may be entitled upon such capitalisation 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 capitalised 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.

capitalised profits

ACCOUNTS AND COMPANY BOOKS

163 The Directors shall cause proper books of accounts to be kept in accordance with the Act.

Accounts to be kept

164 The books of account shall be kept at the Office, or (subject to the provisions of the Act) at such other place as the Directors think fit and shall always be open to inspection at all reasonable times and on reasonable notice by the Directors, the Principal Shareholders and its authorised representatives and FGV. No Member (other than a Director, the Principal Shareholders or its authorized representatives or FGV) shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorised by the Directors.

Where to be kept and as to rights of inspection

165 The Directors shall from time to time, in accordance with the provisions of the Act, cause to be prepared and to be laid before the Company in General Meeting such financial statements and reports as are specified in the Act, within six months of its financial year end.

Annual accounts and balance sheet

166 The auditors’ report shall be read before the Company in General Meeting and shall be open to inspection as required by the Act.

Auditors’ report

167 A copy of the financial statements and reports for each financial year shall, not less than twenty-one (21) days before the Annual General Meeting, be delivered or sent by post to:

(a) every Member of the Company;

(b) every person who is entitled to receive notice of General Meetings;

(c) every auditor of the Company; and

(d) every debenture holder of the Company on a request being made to the Company.

Such copy of these documents shall be sent to the last known address provided to the Company. Any Member or debenture holder to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office.

Copy to be sent to Members

168 All books and records of the Company shall be retained for a period of at least seven years from the end of the accounting period to which such records relate or, if later, the time at which tax liabilities of the Company in respect of such accounting period have been finally determined.

Books and records

AUDIT

169 Auditors shall be appointed and their duties, powers, rights and remuneration regulated in accordance with the provisions of the Act.

Appointment of auditors

NOTICES

170 Any notice or document may be given or served by the Company on any Member in hard copy either personally or by post to the address supplied by the Member to the Company for such purpose. A notice may also be given to any Member in electronic form or partly in hard copy and partly in electronic form. Notices given in electronic form shall be transmitted to the electronic address provided by the Member to the Company for such purpose or by publishing them on a website. . In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

Service of notices

171 Any Member described in the Register of Members by an address not within Malaysia who shall from time to time give to the Company an address within Malaysia at which notices may be served upon him shall be entitled to have notices served upon him at such address, but, save as aforesaid, no Member, other than a Member described in the Register of Members by an address within Malaysia, shall be entitled to receive any notice from the Company.

Address for service of notices

172 Every person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by any notice in respect of such share which, before his name and address are entered in the Register of Members, shall be duly sent to the last registered address of the person from whom he derives his title to such shares.

When Members bound by notice

173 Any notice required to be given by the Company to the Members or any of them, and not provided for by or pursuant to this Constitution, shall be sufficiently given if given by advertisement which shall be inserted once in at least one leading daily newspaper published in Malaysia.

Notice by advertisement

174 Any notice or other document required to be served by the Company on any Member, if served by post, shall be deemed to have been served at the expiration of 24 hours after the letter containing the same was put in the post, and in proving such service it shall be sufficient to prove that the letter containing the notice or document was properly addressee and duly posted. A notice to be given by advertisement shall be deemed to have been served on the day on which the advertisement appears.

When notice by post deemed to be served

175 Any notice or document delivered or sent by post to or left at the registered address of any Member in pursuance to this Constitution shall, notwithstanding that such Member be then dead, bankrupt, of unsound mind or (being a corporation) in liquidation, and whether or not the Company has notice of the death, bankruptcy, insanity or liquidation of such Member, be deemed to have been duly served in respect of ay share registered in the name of such Member as sole or joint holder, unless his name shall, at the time of the services of the notice or document, have been removed from the Register of Members as the holder of the share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

Notice valid though member deceased or bankrupt

INDEMNITY

176 Subject to the provisions of the Act, every Director, agent, auditor, Secretary and other officer for the time being of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under Section 581 of the Act in which relief is granted to him by the Court.

Indemnity

FINANCIAL SERVICES ACT

177 This Constitution shall be construed subject to the provisions of the Financial Services Act, 2013 and all regulations, guidelines, circulars, notices and directives issued by BNM, including any amendment or re-enactment and/or any law passed in substitution thereof.

Financial Services Act

the companies act, 2016 company limited by shares

Documents