N O T I C E O F T

n o t i c e o f t h e e le v e n t h a n n u a l g e n e ra l m e e ti n g notice is hereby given that the eleventh annual general meeting

N o t i c e o f t h e E le v e n t h A n n u a l G e n e ra l M e e ti
n g
NOTICE IS HEREBY GIVEN that the eleventh ANNUAL GENERAL MEETING of
BIMB Holdings Berhad will be held at Tun Rahah 1 & 2, Level 1, Menara
Yayasan Tun Razak, 200 Jalan Bukit Bintang, 55100 Kuala Lumpur on
Wednesday, 17 December 2008 at 10.00 a.m for the following purposes:
AS ORDINARY BUSINESS
1. To receive the Audited Accounts for the financial year ended 30
June 2008 together with the Reports of the Directors and Auditors
thereon. (Resolution 1)
2. To declare a first and final dividend of 1.45% less 25% tax in
respect of the financial year ended 30 June 2008. (Resolution 2)
3. To re-elect the following directors who are retiring in accordance
with Article 61 of the Company’s Articles of Association and being
eligible, have offered themselves for re-election:
a) Dato’ Dr. Abdul Halim bin Ismail (Resolution 3)
b) Datuk Ismee bin Ismail (Resolution 4)
c) Puan Zaiton binti Mohd Hassan (Resolution 5)
4. To re-elect Encik Johan bin Abdullah, a director who is retiring in
accordance with Article 66 of the Company’s Articles of Association
and being eligible, has offered himself for re-election.
(Resolution 6)
5. To approve the Directors’ fees for the financial year ended 30 June
2008. (Resolution 7)
6. To re-appoint Messrs. KPMG Desa Megat & Co. as External Auditors of
the Company until the conclusion of the next Annual General Meeting in
year 2009 and to authorise the Directors to fix their remuneration.
(Resolution 8)
AS SPECIAL BUSINESS
7. Ordinary Resolution
Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party
Transactions of a Revenue or Trading Nature.
“That subject to the Companies Act 1965, Memorandum and Articles of
Association of the Company and the Listing Requirements of Bursa
Malaysia Securities Berhad approval be and is hereby given to BIMB
Holdings Berhad and its subsidiaries to enter into the category of
recurrent related party transactions of a revenue or trading nature
with those related parties as specified in Section 2.2 of the Circular
to Shareholders dated 25 November 2008 which are necessary for the
Group’s day to day operations subject to the following:-
i. The transactions carried out are in the ordinary course of business
and on normal commercial terms that do not favour the related parties
more than the general public;
ii. Are not detrimental to the minority shareholders of the Company;
and
iii. Will be disclosed in the annual report with the breakdown of the
aggregate value of transaction conducted during the financial year
pursuant to the shareholders’ mandate during the financial year
(Mandate).
And that the Mandate conferred by this resolution shall commence
immediately upon the passing of this Resolution;
And that such Mandate shall continue to be in force until:-
a. the conclusion of the next annual general meeting of the Company,
at which time it will lapse, unless by a resolution passed at the
meeting, the authority is renewed;
b. the expiration of the period within which the next Annual General
Meeting after the date is
required to be held pursuant to Section 143(1) of the Companies Act,
1965 (but shall not extend to such extension as may be allowed
pursuant to Section 143(2) of Companies Act 1965); or
c. it is revoked or varied by a resolution passed by the shareholders
in a general meeting.
whichever is the earlier.” (Resolution 9)
8. Ordinary Resolution
Authority To Issue Shares Pursuant to Section 132D of the Companies
Act, 1965
“THAT pursuant to Section 132D of the Companies Act, 1965, the Board
of Directors be and is hereby empowered to issue shares in the
Company, at any time and upon such terms and conditions and for such
purposes as the Board of Directors may, in their absolute discretion,
deem fit provided that the aggregate number of shares issued pursuant
to this resolution in any one financial year does not exceed ten
percent (10%) of the issued capital of the Company for the time being
AND THAT the Board of Directors be and is 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”. (Resolution 10)
9. To transact any other ordinary business of which due notice shall
have been given in accordance with the Companies Act 1965.
Notice of Books Closure
NOTICE IS HEREBY GIVEN that the register of members will be closed
from 23 December 2008 to 24 December 2008 (both dates inclusive) to
determine shareholders entitlement to the dividend payment.
The dividend, if approved, by the shareholders at the eleventh Annual
General Meeting, will be paid on 31 December 2008 to shareholders
whose names appear in the register of members or record of depositors
on 22 December 2008.
FURTHER NOTICE IS HEREBY GIVEN that a depositor shall qualify for
dividend entitlement only in respect of:
a) Shares transferred to the depositor’s securities account before
4.00 p.m. on 22 December 2008 in respect of ordinary transfer.
b) Shares bought on Bursa Malaysia Securities Berhad on a cum
entitlement basis according to the rules of Bursa Malaysia Securities
Berhad.
By Order of the Board
SAIFUL NIZAM BIN YASIN (LS 08955)
Company Secretary
Kuala Lumpur
25 November 2008
Notes :
1. A member of the Company entitled to attend and vote at the meeting
may appoint a proxy or proxies to attend and vote instead of him.
2. The instrument appointing a proxy shall:-
i) in case of individual, be signed by the appointer or by his
attorney; and
ii) in case of a corporation be either under its common seal or signed
by its attorney or by an officer on behalf of the corporation.
3. Where a member appoints more than one (1) proxy the appointment
shall specify the proportions of his holdings to be represented by
each proxy.
4. All proxy forms should be deposited at the Company’s Registered
Office, Level 18, Menara Yayasan Tun Razak, 200 Jalan Bukit Bintang,
55100 Kuala Lumpur not less than forty-eight hours before the time
fixed for holding of the meeting or any adjournment thereof.
5. Explanatory Note to the Special Business
i) The Ordinary Resolution 9, please refer to the Circular to
Shareholders dated 25 November 2008.
ii) The Ordinary Resolution 10, if passed, will empower the Directors
to issue shares in the Company up to anamount not exceeding in total
ten percent (10%) of the issued capital of the Company for such
purposes as they consider would be in the interest of the Company in
order to avoid any delay and cost involved in convening a general
meeting to approve such issue of shares. This authority, unless
revoked or varied at a general meeting, will expire at the conclusion
of the next Annual General Meeting of the Company.