MISC Annual Report 2017

MISC BERHAD | Annual Report 2017 336 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the Forty-Ninth (49 th ) Annual General Meeting of MISC Berhad ( MISC" or the Company") will be held at Ballroom 1 & 2, InterContinental Kuala Lumpur, 165, Jalan Ampang, 50450 Kuala Lumpur, Malaysia on Friday, 27 April 2018 at 10.00 a.m. for the following purposes:- AGENDA AS ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the financial year ended 31 December 2017 together with the Reports of the Directors and Auditors thereon. 2. To re-elect the following Directors who retire pursuant to Article 95 of the Company’s Articles of Association and, being eligible, offer themselves for re-election:- i) Dato’ Ab. Halim bin Mohyiddin Ordinary Resolution 1 ii) En. Mohd Yusri bin Mohamed Yusof Ordinary Resolution 2 iii) Pn. Liza binti Mustapha Ordinary Resolution 3 3. To re-elect the following Directors who retire by rotation pursuant to Article 97 of the Company’s Articles of Association and, being eligible, offer themselves for re-election:- i) Datuk Manharlal Ratilal Ordinary Resolution 4 ii) Mr. Lim Beng Choon Ordinary Resolution 5 4. To approve the payment of Directors’ fees of RM1,274,449.00 for the financial year ended 31 December 2017. Ordinary Resolution 6 5. To approve the payment of Directors’ fees (inclusive of benefits-in-kind) up to an amount of RM2,035,289.00 from 1 January 2018 until the conclusion of the next Annual General Meeting of the Company. Ordinary Resolution 7 6. To re-appoint Messrs. Ernst &Young as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration. Ordinary Resolution 8 AS SPECIAL BUSINESS To consider and, if thought fit, to pass the following resolutions, with or without modifications:- 7. Proposed Share Buy Back Renewal Ordinary Resolution 9 “ THAT subject to compliance with the Companies Act 2016 (“Act”), MISC’s Articles of Association, and all prevailing laws, rules, regulations, orders, guidelines and requirements which may be applicable from time to time by Bursa Malaysia Securities Berhad (“Bursa Securities”) and/or any other relevant regulatory authority, approval and authority be and are hereby given to the Directors of the Company, to the extent permitted by law, to purchase such number of ordinary shares in MISC (“MISC Shares”) as may be determined by the Directors from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit, necessary and expedient in the best interest of the Company, provided that the maximum aggregate number of MISC Shares which may be purchased and/or held by the Company shall not exceed 10% of its prevailing total number of issued shares at any time, and the maximum funds to be allocated by the Company for the purpose of purchasing its own shares shall not exceed the amount of the retained earnings of the Company for the time being; THAT the Directors be and are hereby authorised to deal with the MISC Shares so purchased, at their discretion, in the following manner: (i) cancel the MISC Shares so purchased; or " "