Maxis Berhad | Annual Report 2012

Maxis Berhad // Annual Report 2012 269 FINANCIAL STATEMENTS CORPORATE GOVERNANCE ANALYSIS OF SHAREHOLDINGS OTHER INFORMATION ANNUAL GENERAL MEETING 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. Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda, Dato’ Mokhzani bin Mahathir, Alvin Michael Hew Thai Kheam, Krishnan Ravi Kumar and Dr. Ibrahim Abdulrahman H. Kadi are standing for re-election as Directors of the Company. The Board of Directors ("the Board") has considered the assessment of the five 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. The profiles of the Directors, Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda, Dato’ Mokhzani bin Mahathir, Alvin Michael Hew Thai Kheam, Krishnan Ravi Kumar and Dr. Ibrahim Abdulrahman H. Kadi, are set out on pages 44 to 48 of the Company’s Annual Report for the financial year ended 31 December 2012. 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 Main Market Listing Requirements. 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. Fax copies of the duly executed form of proxy 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. Members Entitled to Attend For purposes of determining the entitlement of a member to attend the Fourth Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd., in accordance with Article 81(b) of the Company’s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act 1991, to issue a General Meeting Record of Depositors as at 30 April 2013. Only a Depositor whose name appears on the General Meeting Record of Depositors as at 30 April 2013 shall be entitled to attend the said meeting or appoint a proxy(ies) to attend and/or vote on such Depositor’s behalf. Toll-Free Line and Email Address A toll-free line and an email account have been set up to attend to all queries from shareholders pertaining to the form of proxy and all other matters relating to the Fourth Annual General Meeting. The toll-free number is 1800 828 001 and the email address is agm2013@maxis.com.my . These will be valid from 11 April 2013 to 16 May 2013.