Maxis Berhad
Annual Report 2015
page
200
Notice of Annual General Meeting
EXPLANATORY NOTES
A.
This Agenda item is meant for discussion only as under the provisions of Section 169(1) of the Companies Act, 1965 (Act) and the Company’s Articles of Association,
the audited accounts do not require the formal approval of shareholders and hence, the matter will not be put forward for voting.
B.
Hamidah Naziadin, Morten Lundal, Mohammed Abdullah K. Alharbi and Robert Alan Nason are standing for re-election as Directors of the Company. The Nomination
Committee and Board of Directors (“the Board”) have considered the assessment of the four Directors and collectively agree that they meet the criteria of character,
experience, integrity, competence and time to effectively discharge their respective roles as Directors, as prescribed by Paragraph 2.20A of the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad (“MMLR”). The profiles of these Directors, are set out on pages 22 to 28 of the Company’s Annual Report for the
financial year ended 31 December 2015. The Nomination Committee and the Board had carried out an assessment of the independence of Hamidah Naziadin and
Robert Alan Nason pursuant to criteria as prescribed by the MMLR and Malaysian Code of Corporate Governance 2012 and are satisfied that they meet the criteria
for independence. Hamidah Naziadin and Robert Alan Nason were appointed as Directors on 1 February 2014 and 7 March 2016 respectively and both do not exceed
the tenure of nine years.
C.
The Audit Committee and the Board have considered the re-appointment of PwC as Auditors of the Company and collectively agree that PwC meets the criteria of
the adequacy of experience and resources of the firm and the person assigned to the audit as prescribed by Para 15.21 of MMLR.
Notes: on Proxy
1.
A member of the Company entitled to attend and vote at this meeting is entitled to appoint not more than two proxies to attend and vote for him/her except in the
circumstances set out in notes 2 and 3. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of a proxy and
the provision of section 149(1)(b) of the Act shall not apply to the Company.
2.
Where a member of the Company is also a substantial shareholder (within the meaning of the Act) per the Record of Depositors, such member shall be entitled to
appoint up to (but not more than) five proxies. For an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one
securities account (omnibus account), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account
it holds.
3.
Where a member of the Company is an authorised nominee, it may appoint at least one proxy in respect of each securities account it holds to which ordinary shares in
the Company are credited. Each appointment of proxy by an authorised nominee may be made separately or in one instrument of proxy and shall specify the securities
account number and the name of the beneficial owner for whom the authorised nominee is acting.
4.
The instrument appointing a proxy shall:
(i) in the case of an individual, be signed by the appointor or by his/her attorney; and
(ii) in the case of a corporation, be either under its common seal or under the hand of its duly authorised attorney or officer on behalf of the corporation.
5.
Where a member appoints more than one proxy, the appointment shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each
proxy.
6.
The instrument appointing a proxy must be deposited at the office of our Company’s Share Registrar, Symphony Share Registrars Sdn. Bhd. at Level 6, Symphony
House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor, Malaysia, not less than 48 hours before the time appointed for holding
the meeting or adjourned meeting or in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; otherwise the instrument of proxy
shall not be treated as valid and the person so named shall not be entitled to vote in respect thereof. Copies of the duly executed form of proxy which are faxed and/
or e-mailed to us are not acceptable.
7.
A proxy may vote on a show of hands and on a poll. If the form of proxy is returned without an indication as to how the proxy shall vote on any particular matter, the
proxy may exercise his discretion as to whether to vote on such matter and if so, how.
8.
A proxy appointed to attend and vote at the meeting shall have the same rights as the member to speak at the meeting.
9.
The lodging of a form of proxy does not preclude a member from attending and voting in person at the meeting should the member subsequently decide to do so.
