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NOTICE IS HEREBY GIVEN THAT the 51st Annual General Meeting of Malayan Banking Berhad (Maybank/the Company) will be held at the Grand Ballroom, Level 1, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Thursday,
29 September 2011 at 10.00 a.m. for the following businesses:-
1. To receive the Audited Financial Statements for the financial year ended 30 June 2011 together with the Reports of the Directors and Auditors thereon. (Ordinary Resolution 1)
2. To approve the payment of a Final Dividend of 32 sen per ordinary share less 25% income tax, for the financial year ended 30 June 2011 as recommended by the Board. (Ordinary Resolution 2)
3. To re-elect the following Directors, each of whom retires by rotation in accordance with Articles 96 and 97 of the Company’s Articles of Association:-
i) Dato’ Dr Tan Tat Wai (Ordinary Resolution 3)
ii) Encik Zainal Abidin bin Jamal (Ordinary Resolution 4)
iii) Mr Cheah Teik Seng (Ordinary Resolution 5)
4. To re-elect Datuk Mohaiyani binti Shamsudin who retires in accordance with Article 100 of the Company’s Articles of Association. (Ordinary Resolution 6)
5. To consider and, if thought fit, to pass the following resolution in accordance with Section 129(6) of the Companies Act, 1965:-
“That Mr Alister Maitland, retiring pursuant to Section 129(6) of the Companies Act, 1965, be re-appointed a Director of the Company to hold office until the next Annual General Meeting.”(Ordinary Resolution 7)
6. To approve directors’ remuneration as follows:-
(a) payment of directors’ fees amounting to RM300,000 per annum for the Non-Executive Chairman, RM285,000 per annum for the Non-Executive Vice Chairman and RM190,000 per annum for each Non-Executive Director with effect from 1 July 2010; and
(b) payment of directors’ fees in respect of Board Committees amounting to RM45,000 per Committee per annum for the Non-Executive Committee Chairman and RM30,000 per Committee per annum for each Non-Executive Director with effect from 1 July 2010.
(Ordinary Resolution 8)
7. To re-appoint Messrs Ernst & Young as Auditors of the Company for the 6-month financial period ending
31 December 2011 and to authorise the Directors to fix their remuneration. (Ordinary Resolution 9)
To consider, and if thought fit, to pass the following ordinary resolution:-
“THAT subject always to the Companies Act, 1965, the Company’s Articles of Association and approval of the relevant government/regulatory authorities, the Directors be and are hereby authorised pursuant to Section 132D of the Companies Act, 1965, to issue shares in the Company at any time until the conclusion of the next Annual General Meeting and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares to be issued does not exceed 10% of the issued share capital of the Company for the time being.” (Ordinary Resolution 10)
“THAT pursuant to the Dividend Reinvestment Plan as approved by the Shareholders at the Extraordinary General Meeting held on 14 May 2010, approval be and is hereby given to the Company to allot and issue such number of new Maybank Shares for the Dividend Reinvestment Plan until the conclusion of the next AGM upon such terms and conditions and to such persons as the Directors may, in their absolute discretion, deem fit and in the interest of the Company PROVIDED THAT the issue price of the said new Maybank Shares shall be fixed by the Directors at not more than ten percent (10%) discount to the adjusted five (5)-day volume weighted average market price (“VWAMP”) of Maybank Shares immediately prior to the price-fixing date, of which the VWAMP shall be adjusted ex-dividend before applying the aforementioned discount in fixing the issue price;
AND THAT the Directors and the Secretary of the Company be and are hereby authorised to do all such acts and enter into all such transactions, arrangements and documents as may be necessary or expedient in order to give full effect to the Dividend Reinvestment Plan with full power to assent to any conditions, modifications, variations and/or amendments (if any) as may be imposed or agreed to by any relevant authorities or consequent upon the implementation of the said conditions, modifications, variations and/or amendments or at the discretion of the Directors in the best interest of the Company.” (Ordinary Resolution 11)
10. To transact any other business of the Company for which due notice shall have been received in accordance with the Companies Act, 1965.
LS0008977
Company Secretary
Kuala Lumpur
7 September 2011
1. A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and on a show of hands or on a poll, to vote in his stead. A proxy shall be a member of the Company, an Advocate, an approved Company Auditor or a person approved by the Companies Commission of Malaysia. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, under its common seal or in some other manner approved by its directors.
2. A member shall not be entitled to appoint more than two (2) proxies to attend and vote at the meeting provided that where a member is an authorised nominee as defined under the Securities Industry (Central Depository) Act 1991, it may appoint at least one proxy but not more than two proxies each in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.
3. Duly completed Form of Proxy must be deposited at the office of the appointed share registrar for this AGM, Tricor Investor Services Sdn Bhd at Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur no later than 27 September 2011 at 10.00 a.m.
4. For a Form of Proxy executed outside Malaysia, the signature must be attested by a Solicitor, Notary Public, Consul or Magistrate.
5. Only members registered in the Record of Depositors as at 23 September 2011 shall be eligible to attend the AGM or appoint proxy to attend and vote on their behalf.
6. If the proxy or proxies appointed is/are not a member of Maybank, please ensure that the proof of eligibility (referred to in Note 1 above) of the proxy or proxies is/are enclosed with the Form of Proxy submitted and the original counterpart of such proof of eligibility is/are presented by your proxy or proxies for verification purposes during the registration process.
7. The proposed gross dividend as per Resolution 2 consists of an electable portion of 28 sen (21 sen net per ordinary share) which can be elected to be reinvested in new ordinary shares in accordance with the Dividend Reinvestment Plan as disclosed in Note 29 (b) to the financial statements.
Pursuant to Paragraph 8.26 of the Main Market Listing Requirements of Bursa Securities Malaysia Berhad the final dividend, if approved, will be paid no later than three (3) months from the date of the shareholders’ approval. The Book Closure Date will be announced by the Company after the AGM.
8. All the Non-Executive Directors who are shareholders of the Company will abstain from voting on Resolution 8 in relation to the remuneration of Non-Executive Directors at the 51st AGM.
9.Explanatory notes on Special Business :-
The Company has not issued any new shares under the general mandate for issuance and allotment of shares up to 10% of the issued and paid-up capital of the Company, which was approved at the 50th AGM held on 29 September 2010 and which will lapse at the conclusion of the 51st AGM held on 29 September 2011. A renewal of this mandate is sought at the 51st AGM under proposed Ordinary Resolution 10.
The proposed Ordinary Resolution 10, if passed, will give powers to the Directors to issue ordinary shares in the capital of the Company up to an aggregate amount not exceeding 10% of the issued and paid-up share capital of the Company for the time being without having to convene a general meeting. This authority, unless revoked or varied at a general meeting, will expire at the next AGM.
The purpose of the proposed mandate from shareholders is to provide the Company flexibility to undertake any share issuance during the financial year that is not material in nature under exceptional circumstances i.e. in the event of any strategic opportunities involving equity deals which may require the Company to allot and issue new shares on urgent basis - and which is only to be undertaken if the Board considers it to be in the best interest of the Company.
10. Statement Accompanying the Notice of Annual General Meeting
Additional information pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is set out in Annexure A in Maybank Annual Report 2011.
