TIDMNBP
RNS Number : 1085R
Narborough Plantations PLC
24 April 2009
THE NARBOROUGH PLANTATIONS, PUBLIC LIMITED COMPANY ("Narborough" or "the
Company")
The Board of Directors of Narborough is pleased to announce that the
Ninety-Ninth Annual General Meeting ("99th AGM") of the Company has been
scheduled to be held as follows:-
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| Time | : | 10.30 am (Malaysian Time) |
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| Day | : | Friday |
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| | | |
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| Date | : | 19 June 2009 |
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| Venue | : | 33A Jalan Tun Sambanthan |
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| | | 30000 Ipoh |
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| | | Perak Darul Ridzuan |
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| | | Malaysia |
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Please refer to the Notice of the 99th AGM of the Company and the Statement
accompanying the Notice as set out in Appendix 1 below.
Appendix 1
THE NARBOROUGH PLANTATIONS, PUBLIC LIMITED COMPANY
Incorporated in England and Wales 1910 - Registration No. 109273
(UK Registered Office: Prospect House, 2 Athenaeum Road, London N20 9YU, United
Kingdom)
Registered as a Foreign Company in Malaysia - No. 991416-W
(Malaysian Registered Office: 33A Jalan Tun Sambanthan, 30000 Ipoh, Perak Darul
Ridzuan, Malaysia
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Ninety-Ninth Annual General Meeting of THE
NARBOROUGH PLANTATIONS, PUBLIC LIMITED COMPANY will be held at the Malaysian
registered office of the Company, 33A Jalan Tun Sambanthan, 30000 Ipoh, Perak
Darul Ridzuan, Malaysia, on Friday, 19 June 2009 at 10.30 am (Malaysian Time)
for the following purposes.
Ordinary Business
To consider and, if thought fit, to pass the following resolutions as Ordinary
Resolutions:
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| 1. | To receive the Annual Report and audited financial statements |Resolution 1 |
| | together with the Directors' Report for the year ended 31 December | |
| | 2008. | |
| | | |
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| 2. | To approve the Directors' Remuneration Report for the year ended 31 |Resolution 2 |
| | December 2008. | |
| | | |
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| 3. | To re-elect Mr Jeraman @ Jayaraman a/l Narainan who retires as |Resolution 3 |
| | Director of the Company in accordance with Article 104 of the | |
| | Company's Articles of Association. | |
| | | |
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| 4. | To re-elect Mr Adrian Tsen Keng Yam who retires as Director of the |Resolution 4 |
| | Company in accordance with Article 110 of the Company's Articles of | |
| | Association. | |
| | | |
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| 5. | To re-appoint Messrs BDO Stoy Hayward LLP, United Kingdom as the |Resolution 5 |
| | auditors in accordance with the United Kingdom Companies Act, 1985 | |
| | to hold office until the conclusion of the next Annual General | |
| | Meeting at a remuneration to be determined by the Directors. | |
| | | |
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| 6. | To re-appoint Messrs BDO Binder, Malaysia as auditors in accordance |Resolution 6 |
| | with Section 336(5) of the Malaysian Companies Act, 1965 to hold | |
| | office until the conclusion of the next Annual General Meeting at a | |
| | remuneration to be determined by the Directors. | |
| | | |
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By Order of the Board,
ADRIAN TSEN KENG YAM
Secretary
Date: 24 April 2009
33A Jalan Tun Sambanthan
30000 Ipoh
Perak Darul Ridzuan
Malaysia
Notes:
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| 1. | Proxy |
| | |
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| | i) | A member entitled to attend and vote at the Meeting is entitled to appoint |
| | | one or more proxies to attend and vote in his stead. A proxy need not also |
| | | be a member of the Company. |
| | | |
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| | ii) | Where more than one proxy is appointed, a member should ensure that |
| | | no proxy is appointed to exercise the votes which any other proxy has been |
| | | appointed by the member to exercise at the same meeting. |
| | | |
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| | iii) | This instrument appointing a proxy shall be in writing under the hand of |
| | | the appointor or, if such appointor is a corporation, under its common |
| | | seal or under the hand of an officer of the corporation duly authorised. |
| | | |
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| | iv) | This instrument appointing a proxy must be deposited at the Malaysian |
| | | Registered Office, 33A Jalan Tun Sambanthan, 30000 Ipoh, Perak, Malaysia |
| | | not less than 48 hours before the time appointed for holding the meeting |
| | | or at any adjournment thereof. |
| | | |
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| | | |
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| 2. | Corporate Representatives |
| | |
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| | In order to facilitate voting by corporate representatives at the meeting, |
| | arrangements will be put in place at the meeting so that: |
| | |
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| | (a) | If a corporate shareholder has appointed the Chairman of the meeting as |
| | | its corporate representative with instructions to vote on a poll in |
| | | accordance with the directors of all the other corporate representatives |
| | | for that shareholder at the meeting, then on a poll those corporate |
| | | representatives will give voting directions to the Chairman and the |
| | | Chairman will vote (or withhold a vote) as corporate representative in |
| | | accordance with those directions; and |
| | | |
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| | (b) | If more than one corporate representative for the same corporate |
| | | shareholder attends the meeting but the corporate shareholder has not |
| | | appointed the Chairman of the meeting as its corporate representative, a |
| | | designated corporate representative will be nominated, from those |
| | | corporate representatives who attend, who will vote on a poll and the |
| | | other corporate representatives will give voting directions to |
| | | that designated corporate representative. |
| | | |
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| | Corporate shareholders are requested to refer to the guidance issued by the |
| | Institute of Chartered Secretaries and Administrators on proxies and |
| | corporate representatives for further details of this procedure |
| | (www.icsa.org.uk). The guidance includes a sample form of representation letter |
| | if the Chairman is being appointed as described in (a) above. |
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| | | |
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Notes (cont.):
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| 3. | Explanatory Notes About The Resolutions To Be Proposed At The AGM |
| | |
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| | 3.1. | Annual Report and audited financial statements (Ordinary Resolution |
| | | 1) |
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| | | The Directors will present to Shareholders at the AGM, the Company's |
| | | audited financial statements and the independent auditors' report for |
| | | the financial year ended 31 December 2008 together with the |
| | | Directors' report. |
| | | |
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| | 3.2. | Directors' Remuneration Report (Ordinary Resolution 2) |
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| | | Pursuant to the United Kingdom Directors' Remuneration Report |
| | | Regulations 2002 (the "Regulations"), the Directors of the Company |
| | | are required 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 set out on pages 20 to 24 |
| | | of the Annual Report 2008. |
| | | The Remuneration Committee, which assisted the Directors in the |
| | | preparation of the Directors' remuneration report, has unanimously |
| | | approved the report and the Directors have also unanimously approved |
| | | the report. |
| | | |
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| | 3.3. | Retirement and Re-election of Director (Ordinary Resolutions 3 and 4) |
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| | | In accordance with Article 104 of the Company's Articles of |
| | | Association, each year one-third of the Directors shall retire from |
| | | office by rotation, Mr Jeraman @ Jayaraman a/l Narainan being longest |
| | | in office since his appointment in 2005, is therefore, obliged to |
| | | retire from office but is eligible for re-election on such |
| | | retirement. |
| | | In accordance with Article 110 of the Company's Articles of |
| | | Association, Mr Adrian Tsen Keng Yam who has been appointed by the |
| | | Board as a Director since the last Annual General Meeting during the |
| | | year, is therefore, obliged to retire from office but is eligible for |
| | | re-election on such retirement. |
| | | Profile of Mr Adrian Tsen Keng Yam and Mr Jeraman @ Jayaraman a/l |
| | | Narainan are given on pages 6 and 7 respectively of the Annual Report |
| | | 2008. |
| | | |
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| | 3.4. | Re-appointment of Auditors and setting of their |
| | | Remuneration (Ordinary Resolution 5 and 6) |
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| | | At every general meeting at which financial statements are presented |
| | | to the Company's shareholders, the Company is required to appoint |
| | | independent auditors to serve until the next such meeting. |
| | | Messrs BDO Stoy Hayward LLP of the United Kingdom ("BDO UK") together |
| | | with Messrs BDO Binder ("BDO MY") of Malaysia have indicated that |
| | | they are willing to continue as the Company's Auditors for another |
| | | year. Resolutions 5 and 6 are proposed in order to re-appoint both |
| | | BDO UK and BDO MY as the Company's Auditors for the ensuing year and |
| | | to authorise the Board to set their remuneration. |
| | | |
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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