Dato Yau | Forty-ninth Annual General Meeting of Hong Leong Industries Berhad


1.           To lay before the meeting the audited financial statements together with the reports of the Directors and Auditors thereon for the financial year ended 30 June 2012.
2.           To approve the payment of Director fees of RM430,000/- for the financial year ended 30 June 2012 (2011 : RM360,000/-), to be divided amongst the Directors in such manner as the Directors may
determine.
3.           To re-elect the following retiring Directors: (a)            YBhg Datuk Kwek Leng San
(b)   YBhg Dato’ Ahmad Johari bin Tun Abdul Razak ( c)              Dr Zaha Rina binti Zahari.
4.           To pass the following motion as an Ordinary Resolution:

“ tHat YM Raja Dato’ Seri Abdul Aziz bin Raja Salim, a Director who retires in compliance with Section 129 of the Companies Act, 1965, be and is hereby re-appointed as a Director of the Company to hold office until the conclusion of the next Annual General Meeting.”
5.           To re-appoint Messrs KPMG as Auditors of the Company and authorise the Directors to fix their
remuneration.
specIaL BusIness
As special business, to consider and, if thought fit, pass the following motions as Ordinary Resolutions:
6.            authority to directors to Issue shares

“ tHat pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby empowered to issue shares in the Company, at any time and from time to time, 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 issued pursuant to this resolution does not exceed 10% of the issued capital of the Company for the time being and that the Directors be and are also empowered to obtain approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”
7.            proposed shareholders’ Mandate on recurrent related party transactions of a revenue or trading nature With Hong Leong company (Malaysia) Berhad (“HLcM”) and persons connected With HLcM

“ tHat approval be and is hereby given for the Company and/or its subsidiaries to enter into recurrent related party transa ctions of a revenue or trading nature as disclosed in Section 2.3(A) of Part A of the Circular to Shareholders dated 24 September 2012 with HLCM and persons connected with HLCM (“Hong Leong Group”) provided that:
(i)       such transactions are undertaken in the ordinary course of business, on commercial terms  which are not more favourable to the Hong Leong Group than those generally available to and/or from the public, where applicable, and are not, in the Company’s opinion, detrimental     to the minority shareholders; and

(ii)      such approval, unless revoked or varied by the Company in a general meeting, shall continue in force until the conclusion of the next Annual General Meeting of the Company;
AND THAT the Directors of the Company be and are hereby authorised to complete and to do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this ordinary resolution.”

8.            proposed shareholders’ Mandate on recurrent related party transactions of a revenue or trading nature With Hong Bee Hardware company, sdn Berhad (“Hong Bee Hardware”) and Hong Bee Motors sdn Bhd (“Hong Bee Motors”)

“ tHat approval be and is hereby given for the Company and/or its subsidiaries to enter into recurrent related party transa ctions of a revenue or trading nature as disclosed in Section 2.3(B) of Part A of the Circular to Shareholders dated 24 September 2012 with Hong Bee Hardware and Hong Bee Motors provided that:

(i)       such transactions are undertaken in the ordinary course of business, on commercial terms which are not more favourable to Hong Bee Hardware and Hong Bee Motors than those generally available to and/or from the public, where applicable, and are not, in the Company’s opinion, detrimental to the minority shareholders; and


(ii)      such approval, unless revoked or varied by the Company in a general meeting, shall continue in force until the conclusion of the next Annual General Meeting of the Company;
AND THAT the Directors of the Company be and are hereby authorised to complete and to do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this ordinary resolution.”
Dato Yau

9.            proposed shareholders’ Mandate on recurrent related party transactions of a revenue or trading nature With syarikat Motor singa sdn Bhd (“sykt Motor singa”) and sing Heng Motor trading sdn Bhd (“sing Heng Motor”)

“ tHat approval be and is hereby given for the Company and/or its subsidiaries to enter into recurrent related party transa ctions of a revenue or trading nature as disclosed in Section 2.3(B) of Part A of the Circular to Shareholders dated 24 September 2012 with Sykt Motor Singa and Sing Heng Motor provided that:

(i)       such transactions are undertaken in the ordinary course of business, on commercial terms  which are not more favourable to Sykt Motor Singa and Sing Heng Motor than those generally available to and/or from the public, where applicable, and are not, in the Company’s opinion, detrimental to the minority shareholders; and

(ii)      such approval, unless revoked or varied by the Company in a general meeting, shall continue in force until the conclusion of the next Annual General Meeting of the Company;
AND THAT the Directors of the Company be and are hereby authorised to complete and to do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this ordinary resolution.”

10.          proposed shareholders’ Mandate on recurrent related party transactions of a revenue or trading nature With Yamaha Motor co., Ltd (“YMc”) and Its subsidiaries

“ tHat approval be and is hereby given for the Company and/or its subsidiaries to enter into recurrent related party transa ctions of a revenue or trading nature as disclosed in Section 2.3(B) of Part A of the Circular to Shareholders dated 24 September 2012 with YMC and its subsidiaries (“YMC Group”) provided that:

(i)       such transactions are undertaken in the ordinary course of business, on commercial terms which are not more favourable to YMC Group than those generally available to and/or from the public, where applicable, and are not, in the Company’s opinion, detrimental to the minority shareholders; and

(ii)      such approval, unless revoked or varied by the Company in a general meeting, shall continue in force until the conclusion of the next Annual General Meeting of the Company;
AND THAT the Directors of the Company be and are hereby authorised to complete and to do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this ordinary resolution.”

11.          proposed shareholders’ Mandate on recurrent related party transactions of a revenue or trading nature With Hong Leong Investment Holdings pte. Ltd. (“HLIH”) and persons connected With HLIH

“ tHat approval be and is hereby given for the Company and/or its subsidiaries to enter into recurrent related party transa ctions of a revenue or trading nature as disclosed in Section 2.3(B) of Part A of the Circular to Shareholders dated 24 September 2012 with HLIH and persons connected with HLIH (“HLIH Group ”) provided that:

(i)       such transactions are undertaken in the ordinary course of business, on commercial terms which are not more favourable to HLIH Group than those generally available to and/or from the public, where applicable, and are not, in the Company’s opinion, detrimental to the minority shareholders; and

(ii)      such approval, unless revoked or varied by the Company in a general meeting, shall continue in force until the conclusion of the next Annual General Meeting of the Company;
AND THAT the Directors of the Company be and are hereby authorised to complete and to do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this ordinary resolution.”

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