News

Notice Of Annual General Meeting

BackMay 31, 2007
General Announcement
Reference No CC-070531-8EF67

Company Name
:
PENTAMASTER CORPORATION BERHAD 
Stock Name
:
PENTA
Date Announced
:
31/05/2007


Type : Announcement
Subject : NOTICE OF ANNUAL GENERAL MEETING

Contents :
PENTAMASTER CORPORATION BERHAD (572307-U)
(Incorporated in Malaysia)
NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Fifth Annual General Meeting of Pentamaster Corporation Berhad will be held at the Conference Room of Pentamaster Corporation Berhad at Plot 18 & 19 Technoplex, Medan Bayan Lepas, Taman Perindustrian Bayan Lepas, Phase IV, 11900 Penang on 25 June 2007 at 11.00 a.m. for the following purposes :-

AS ORDINARY BUSINESSES

1. To receive and adopt the Audited Financial Statements for the financial year ended 31 December 2006 together with the Reports of the Directors and Auditors thereon. Ordinary
Resolution 1
2. To declare a first and final tax exempt dividend of 8% for the financial year ended 31 December 2006. Ordinary
Resolution 2
3. To approve the payment of Directors' fees of RM144,000 for the financial year ended 31 December 2006. Ordinary
Resolution 3
4. To re-elect the following Directors who retire in accordance with Article 95(1) of the Company's Articles of Association and being eligible, offer themselves for re-election :-

(a) Mr Tan Boon Teik


(b) Haji Zainal Abidin Bin Abas
Ordinary
Resolution 4

Ordinary
Resolution 5
5. To re-appoint Messrs Folks DFK & Co as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration. Ordinary
Resolution 6

AS SPECIAL BUSINESSES

6. To consider and, if thought fit, to pass with or without modifications the following resolution as an Ordinary Resolution :-

Authority to Issue Shares

"THAT pursuant to Section 132D of the Companies Act, 1965, and subject to the approvals of the relevant Governmental and/or regulatory authorities, the Directors be and are hereby empowered to issue shares in the Company from time to time upon such terms and conditions and for such purposes and to such person or persons as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the total issued share capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval from Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares so issued and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting is required by law to be held or revoked/varied by resolution passed by the shareholders in general meeting whichever is the earlier."
Ordinary
Resolution 7
7. To consider and, if thought fit, to pass with or without modifications the following resolution as a Special Resolution :-

Proposed Amendments to the Articles of Association of the Company

"THAT the amendments to the Articles of Association of the Company in the manner set out in Section 2 of the Company's Circular to Shareholders dated 1 June 2007 be and are hereby approved."
Special
Resolution 1
8. To consider any other business for which due notice shall have been given in accordance with the Companies Act, 1965.
NOTICE OF DIVIDEND ENTITLEMENT

NOTICE IS ALSO HEREBY GIVEN that subject to the approval of the shareholders at the Fifth Annual General Meeting, the first and final tax exempt dividend of 8% in respect of the financial year ended 31 December 2006 will be payable on 31 July 2007 to depositors registered in the Records of Depositors on 13 July 2007.

A depositor shall qualify for entitlement only in respect of :-

(a) shares transferred into the depositor's securities account before 4.00 p.m. on 13 July 2007 in respect of ordinary transfers;

(b) shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the rules of Bursa Malaysia Securities Berhad.

By order of the Board

Lim Kim Teck
(MAICSA 7010844)

Teh Ai Geik @ Teh Ai Gek
(MAICSA 7033180)
Secretaries

Penang
Date : 1 June 2007

NOTES

1. Appointment of Proxy
(a) A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company and Section 149(1)(a) and (b) of the Companies Act, 1965 shall not apply to the Company.

(b) Where a member appoints more than one (1) proxy the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

(c) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing or, if the appointer is a corporation, either under the corporation's seal or under the hand of an officer or attorney duly authorised.

(d) All forms of proxy must be deposited at the Registered Office of the Company at 14A, Jalan Todak 3, Pusat Bandar, Bandar Seberang Jaya, 13700 Seberang Jaya, Prai not less than forty-eight (48) hours before the time appointed for holding the Meeting or any adjournment thereof.
2. Explanatory Note on Special Businesses
Ordinary Resolution No. 7
The proposed resolution in relation to the authority to allot shares pursuant to Section 132D of the Companies Act, 1965, if passed, will empower the Directors to issue and allot shares up to an aggregate amount not exceeding 10% of the issued share capital of the Company for the time being, for such purposes as the Directors consider would be in the interests 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 or the period within which the next Annual General Meeting is required by law to be held whichever is the earlier.
Special Resolution 1

The proposed Special Resolution 1, if passed, will streamline the Articles of Association of the Company and bring them in line with the Listing Requirements of Bursa Malaysia Securities Berhad.