On 26 June 2019, the Company announced to Bursa Securities that it will seek shareholders’ approval for the Proposed Amendments at the forthcoming 105th AGM.The purpose of this Circular is to provide you with information on the Proposed Amendments and to seek your approval for the Special Resolution pertaining to the Proposed Amendments to be tabled at the forthcoming 105 AGM.
THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH THE DETAILS AND INFORMATION IN RELATION TO THE PROPOSED AMENDMENTS AND TO SEEK YOUR APPROVAL FOR THE RESOLUTION PERTAINING TO THE PROPOSED AMENDMENTS.
YOU ARE ADVISED TO READ AND CAREFULLY CONSIDER THE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDICES CONTAINED HEREIN BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSED AMENDMENTS TO BE TABLED AT THE FORTHCOMING 105th AGM. THE NOTICE OF THE FORTHCOMING 105th AGM AND PROXY FORM ARE ENCLOSED IN THE 2019 ANNUAL REPORT.
DETAILS OF THE PROPOSED AMENDMENTS
Details of the proposed amendments to the existing Constitution and the new Constitution of UMB are set out in Appendices ll and lll respectively of this Circular.
RATIONALE FOR THE PROPOSED AMENDMENTS
The Proposed Amendments are undertaken primarily to streamline the existing Constitution with the Act, which took effect on and from 31 January 2017. The Proposed Amendments are also undertaken to align the existing Constitution with the Main Market Listing Requirements issued by Bursa Securities as at 13 March 2019, to clarify certain provisions and to render consistency throughout in order to facilitate and further enhance administrative efficiency.
EFFECTS OF THE PROPOSED AMENDMENTS
The Proposed Amendments will not have any effect on the earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholdings of UMB.
The Proposed Amendments are conditional upon the approval of the shareholders of UMB being obtained at the forthcoming 105th AGM.
INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM
None of the Directors, major shareholders and/or persons connected with them have any interest, direct or indirect, in the Proposed Amendments.
DIRECTORS’ STATEMENT AND RECOMMENDATION
The Board, having considered the Proposed Amendments, is of the opinion that the Proposed Amendments are in the best interests of the Company and hereby recommends that you vote in favour of the Special Resolution pertaining to the Proposed Amendments, to be tabled at the forthcoming 105th AGM.
The 105th AGM, the extract of the notice enclosed with this Circular, will be held at United Malacca Berhad Building, 6th Floor, No. 61 Jalan Melaka Raya 8, Taman Melaka Raya, 75000 Melaka on Friday, 23 August 2019 at 11.00 a.m. for the purpose of considering and if thought fit, passing, with or without modification, the resolution to give effect to the Proposed Amendments.
If you are unable to attend and vote in person at the AGM, please complete, sign and return the enclosed Proxy Form in accordance with the instructions contained therein as soon as possible and in any event so as to arrive at the Company’s registered office, United Malacca Berhad Building, 6th Floor, No. 61 Jalan Melaka Raya 8, Taman Melaka Raya, 75000 Melaka, not less than 48 hours before the time set for the 105th AGM.
The lodging of the Proxy Form will not preclude you from attending and voting in person at the 105th AGM should you subsequently wish to do so.
Please refer to the appendices accompanying this Circular for further information.