Notice of AGM
30 Mai 2003 - 2:44PM
UK Regulatory
RNS Number:7403L
Tanjong PLC
30 May 2003
TANJONG PUBLIC LIMITED COMPANY ("Tanjong" or "the Company")
- Notice of the Seventy-Sixth Annual General Meeting
The Board of Directors of Tanjong is pleased to announce that the Seventy-Sixth
Annual General Meeting ("76th AGM") of the Company has been scheduled to be held
as follows :-
Time : 11.00 a.m. (Malaysian time)
Day : Thursday
Date : 26 June 2003
Venue : Emerald Room, Level 1
Mandarin Oriental, Kuala Lumpur
Kuala Lumpur City Centre
50088 Kuala Lumpur
Malaysia
Please refer to the Notice of the 76th AGM of the Company as set out in Appendix
1 below.
The Notice of the 76th AGM will be advertised in The Star and The New Straits
Times in Malaysia and in The Financial Times in the United Kingdom on 2 June
2003.
Appendix 1
TANJONG PUBLIC LIMITED COMPANY
(Incorporated in England 1926 - Registration No. 210874)
(Registered as a foreign company in Malaysia - Company No. 990903-V)
NOTICE OF SEVENTy-SIXTH ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Seventy-Sixth Annual General Meeting of TANJONG
PUBLIC LIMITED COMPANY ("Company") will be held at 11.00 a.m. on Thursday, 26
June 2003 at the Emerald Room, Level 1, Mandarin Oriental, Kuala Lumpur, Kuala
Lumpur City Centre, 50088 Kuala Lumpur, Malaysia for the following purposes:
(1) To receive and consider the audited financial statements of the
Company and of the Group for the year ended 31 January 2003 and the Reports of
the Directors and Auditors thereon.
(2) To approve the Directors' Remuneration Report for the year
ended 31 January 2003.
(3) To declare a final gross dividend of 28.0 sen per share of 7.5
pence each less Malaysian Income Tax at 28% in respect of the year ended 31
January 2003.
(4) To re-elect Encik Khoo Teik Chooi, a Director who retires by rotation
in accordance with Articles 76 and 77 of the Company's Articles of Association,
as Director of the Company pursuant to Article 74 of the Articles of
Association.
(5) To consider the following resolution, special notice having
been received of the intention to propose the resolution as an ordinary
resolution:
"THAT PricewaterhouseCoopers LLP be re-appointed auditors of the Company (having
previously been appointed by the Board to fill the casual vacancy arising by
reason of the resignation of PricewaterhouseCoopers), to hold office until the
conclusion of the next general meeting at which accounts are laid before the
Company and that the Directors be authorised to fix their remuneration."
(6) To transact any other business of which due notice shall have been
given in accordance with the United Kingdom Companies Act, 1985.
BY ORDER OF THE BOARD
Siuagamy Ramasamy
Group Company Secretary
2 June 2003
Level 30, Menara Maxis
Kuala Lumpur City Centre
50088 Kuala Lumpur
Malaysia
NOTES:
1. Proxy
(a) A member of the Company entitled to attend and vote is entitled
to appoint one or more proxies of his/her own choice to attend and vote instead
of him/her and in particular a member who is an authorised nominee as defined in
the Malaysian Securities Industry (Central Depositories) Act, 1991 may appoint
at least one proxy in respect of each Securities Account which it holds.
(b) A proxy need not be a member of the Company.
(c) The Form of Proxy must be deposited at the Company's Principal
Office at Level 30, Menara Maxis, Kuala Lumpur City Centre, 50088 Kuala Lumpur,
Malaysia, not less than forty-eight (48) hours before the time appointed for
the meeting or adjourned meeting or in the case of a poll taken subsequently to
the date of the meeting or adjourned meeting not less than twenty-four (24)
hours before the time appointed for the taking of the poll. Lodging of a
completed Form of Proxy will not preclude a member from attending and voting in
person at the meeting should the member subsequently wish to do so.
(d) An instrument appointing a proxy shall be in writing under the hand of the
appointor or his attorney authorised in writing or, if the appointor is a
corporation, either under its seal or by an officer, attorney or other person
authorised to sign it.
2 Additional Information
A statement accompanying this notice which includes additional information as
required under Appendix 8A of the Listing Requirements of the Kuala Lumpur Stock
Exchange ("KLSE") is attached hereto as Annexure A.
3 Directors' Remuneration Report
The Directors' Remuneration Report Regulations 2002 (the "Regulations") which
came into force in the United Kingdom on 1 August 2002, introduced new statutory
requirements for the disclosure of directors' remuneration in respect of
financial years ending on or after 31 December, 2002. As a company incorporated
in England and Wales, the Company is required to comply with the Regulations.
The Regulations require the directors of the company to prepare a directors'
remuneration report for the financial year under review and to submit that
report to shareholders for approval. Accordingly, Resolution 2 is proposed to
approve the Directors' Remuneration Report which is contained in the Annual
Report and Financial Statements 2003.
4 Retirement and Re-election of Director
Encik Khoo Teik Chooi, a Director who has been longest in office
since his last re-election, is subject to retirement by rotation at the
Seventy-Sixth Annual General Meeting of the Company ("the AGM") pursuant to
Articles 76 and 77 of the Company's Articles of Association ("the Articles"). He
will be subject to retirement and re-election at the AGM pursuant to Article 74
of the Articles.
5 Reappointment of Auditors
Following the conversion of PricewaterhouseCoopers to a Limited Liability
Partnership ("LLP"), PricewaterhouseCoopers resigned as auditors and the
Directors appointed PricewaterhouseCoopers LLP to fill the casual vacancy
created by the resignation. Pursuant to Sections 379 and 388(3) of the UK
Companies Act, 1985 special notice was received by the Company on 5 May 2003 of
the intention to propose that PricewaterhouseCoopers LLP be re-appointed
auditors of the Company at this AGM.
Annexure "A"
TANJONG PUBLIC LIMITED COMPANY
(Incorporated in England 1926 - Registration No. 210874)
(Registered as a foreign company in Malaysia - No. 990903-V)
Statement accompanying Notice of Seventy-Sixth Annual General Meeting ("AGM") of
Tanjong public limited company ("Tanjong")
1. The name of the individual who is standing for election and re-election :
Khoo Teik Chooi
2. The details of attendance of Directors at board meetings :
During the financial year, 9 board meetings were held.
Attendance
Datuk Khoo Eng Choo - 9 meetings
Khoo Teik Chooi - 9 meetings
Augustus Ralph Marshall - 9 meetings
Tan Poh Ching - 9 meetings
Leong Wai Hoong - 9 meetings
Ooi Boon Leong - 9 meetings
David Kuok (retired on 25 July 2002) - 4 meetings
3. The place, date and hour of the Seventy-Sixth Annual General Meeting of Tanjong :
Place : The Emerald Room, Level 1,
Mandarin Oriental, Kuala Lumpur,
Kuala Lumpur City Centre,
50088 Kuala Lumpur,
Malaysia.
Date & Time : 11.00 a.m. (Malaysian time) on Thursday, 26 June 2003
4. Further details of individuals who are standing for election as directors :
(i) Name Khoo Teik Chooi
Age 65
(ii)
Nationality Malaysian
(iii)
Qualification Qualified in automotive engineering in South Bedfordshire Technical
(iv) College, Luton, UK.
(v) Position in the Company Non-Executive Director (with effect from 1 April 2003)
Working experience and occupation * Appointed Executive Director to the Board of Tanjong in
(vi) October 1991.
* Appointed Chairman of Tanjong with effect from 24 July
1992.
* As Chairman, was responsible for ensuring Board
effectiveness and conduct, stewardship of the assets of, protecting
the corporate image of and initiating business developments for the
Group.
* Retired as Executive Director and Chairman and remains as
Non-Executive Director of Tanjong with effect from 1 April 2003.
* Between 1961 and 1969, served in various management
positions with Borneo Motors Ltd (subsidiary of Inchcape Malaysia
(Holdings) Berhad).
* From 1969 to 1987, held various senior marketing and
management positions in the Shell group of companies in Malaysia
before joining Pan Malaysian Pools Sdn. Bhd. ("PMP") a wholly owned
subsidiary of Tanjong in 1988.
* Was responsible for the establishment of the Numbers
Forecast Totalisator business of PMP from its inception in 1988.
(vii) Any other directorship of public Nil
companies
(viii) The securities holdings in the Securities Holdings Number of shares Number of Percentage
Company and its subsidiaries as at shares
6 May 2003 (Direct )
(Indirect)
a) In the 20,000 30,356,320* 7.84%
Company -
Tanjong
b) In the Nil Nil Nil
subsidiary -
* Indirect arises from his deemed interest in Ultimate Corporation
Sdn Bhd
(ix) The family relationship with any Nil
director and/or major shareholder
of the Company
(x) Any conflict of interest that he He does not have any business arrangement with the Company in which
has with the Company he has a personal interest
(xi) List of convictions for offences Nil
within the past 10 years other
than traffic offences, if any
(only for penalties made public)
This information is provided by RNS
The company news service from the London Stock Exchange
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