KUMPULAN FIMA BERHAD
A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote
in his stead. A proxy may not be a member of the Company and a member may appoint more than two (2) proxies by
specifying the proportion of his shareholding to be represented by each proxy.
Where a member of the Company is an exempt authorized 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 authorized nominee may appoint in respect of each omnibus account it holds.
The instrument appointing a proxy must be completed and deposited at the registered office of the Company not less
than forty-eight (48) hours before the time of holding the Meeting or any adjournment thereof.
Only members registered in the General Meeting Record of Depositors as at 17 August 2016 shall be eligible to attend
the Annual General Meeting or appoint proxy(ies) to attend and/or vote on their behalf.
The voting at the 44
AGM will be conducted on a poll. The Company will appoint independent scrutineers to verify the
results of the poll.
Explanatory Notes on Special Business:
(I) ORDINARY RESOLUTION 8
The proposed Ordinary Resolution 8, if passed, will empower the Company and/or its subsidiaries (“the Group”) to enter
into recurrent related party transactions of a revenue or trading nature which are necessary for the Group’s day-to-day
operations, subject to the transactions being carried out in the ordinary course of business on terms not more favourable
to the related parties than those generally available to the public and are not detrimental to the minority shareholders of
The details of the proposal are set out in the Circular to Shareholders dated 29 July 2016 which is circulated together
with the Annual Report.
(II) ORDINARY RESOLUTION 9
The proposed Ordinary Resolution 9, if passed, will empower the Directors to purchase the Company’s shares up to
10% of the issued and paid-up share capital of the Company by utilizing the funds allocated out of the retained profits
and the share premium of the Company. This authority, unless revoked or varied at a general meeting, will expire at the
conclusion of the next Annual General Meeting of the Company.
Based on the Company’s audited financial statements for the financial year ended 31 March 2016, the Company’s
retained profits stood at RM59,384,100.
Further information on the proposal are set out in the Circular to Shareholders dated 29 July 2016 accompanying the
Company’s 2016 Annual Report.
(III) ORDINARY RESOLUTIONS 10 AND 11
The following Directors were appointed as Independent Non-Executive Directors of the Company and have reached the
cumulative nine (9) years term limit as recommended by Malaysian Code on Corporate Governance 2012:-
(i) Encik Azizan bin Mohd Noor
2 April 2003
(ii) Dato’ Rosman bin Abdullah
5 May 2004
The Nomination Committee and the Board, through the annual assessment carried out for the financial year ended 31
March 2016, concluded that the above Directors remain independent and recommended them to continue to act as
Independent Non-Executive Directors based on the following justifications:-
a) Have fulfilled the criteria as an Independent Director as defined in the Main Market Listing Requirements of Bursa
Securities and therefore is able to bring independent and objective judgement to the Board;
b) Have provided effective check and balance in the proceedings of the Board and the Board Committees;
Have provided objectivity in decision making through unbiased and independent views as well as advice and
judgement, to the Board;
d) Have contributed sufficient time and effort and attended all the Committee and Board Meetings for an informed and
balanced decision making; and
e) Have exercised due care during their tenure as Independent Non-Executive Director of the Company and carried
out professional duties in the interest of the Company and shareholders.