Tropicana Corporation Berhad Annual Report 2017

200 TROPICANA CORPORATION BERHAD / Annual Report 2017 OTHER INFORMATION SEC 1 • SEC 2 • SEC 3 • SEC 4 • SEC 5 > SEC 6 < 7. To be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be completed and deposited at the Company’s Registered Office situated at Lot LG-A1, Lower Ground Floor, Tropicana City Mall, No. 3, Jalan SS 20/27, 47400 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time set for holding the meeting or at any adjournment thereof. Agenda 1 – Laying of audited financial statements and reports of the Directors and Auditors 8. In accordance with Section 340(1)(a) of the Companies Act, 2016 (“ the Act ”), the Company is required to lay the audited financial statements and the reports of the Directors and Auditors thereon at its Annual General Meeting. Article 67 of the Company’s Constitution specifies that one of the ordinary businesses to be transacted at an annual general meeting of the Company is to consider and to adopt the audited financial statements and the reports of the Directors and Auditors thereon. As such, the agenda item no. 1 above is not a business which requires a resolution to be put to vote by the shareholders. This agenda item is for discussion and receipt only. Agenda 4 – Approval for remuneration of Directors 9. Section 230(1) of the Act requires the fees of the Directors and any benefits payable to the Directors of a listed company and its subsidiaries shall be approved at a general meeting. Pursuant thereto, shareholders’ approval will be sought at this AGM for the payment of benefits payable to Non-Executive Directors (“ NEDs ”) for the financial year ended 31 December 2017. The remuneration comprise directors’ fee and meeting attendance allowance. EXPLANATORY NOTES ON SPECIAL BUSINESSES Proposed Ordinary Resolution 8 Proposed authority for Directors to issue shares pursuant to Sections 75 and 76 of the Companies Act 2016 10. The general mandate sought by the Company under the proposed Ordinary Resolution 6 is to renew the previous general mandate granted to the Directors at the 38 th Annual General Meeting held on 30 May 2017 to issue shares pursuant to Sections 75 and 76 of the Act. As at the date of this notice, no new shares in the Company were issued under the previous general mandate, which will lapse at the conclusion of the 39 th Annual General Meeting and hence, no proceeds raised therefrom. The proposed Ordinary Resolution 8, if passed, will empower the Directors of the Company to issue and allot not more than 10% of the Company’s total issued share capital speedily without having to convene a general meeting. This authority, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the 40 th Annual General Meeting of the Company. Instances for which the Company may issue new shares under this general mandate include but not limited to the purpose(s) of complying with public shareholding spread requirements and raising funds through private placement for purposes of working capital requirement and/or allowing the entry of strategic partners. Proposed Ordinary Resolution 9 Proposed renewal of authority for the Company to purchase its own shares 11. The proposed Ordinary Resolution 9, if passed, will renew the shareholders’ mandate for the Company to purchase and/or hold up to 10% of the issued and paid-up share capital of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the conclusion of the 40 th Annual General Meeting. Further information on this proposal is set out in the Share Buy-Back Statement to Shareholders dated 27 April 2018, which is despatched together with the Company’s Annual Report 2017. Proposed Ordinary Resolution 10 Proposed renewal of authority to allot and issue ordinary shares in Tropicana (“Tropicana Shares”) for the purpose of Tropicana’s Dividend Reinvestment Scheme (“DRS”) that provides shareholders of Tropicana the option to elect to reinvest their cash dividend entitlements in new ordinary shares in Tropicana 12. The proposed Ordinary Resolution 10, if passed, will empower the Directors of the Company to allot and issue new ordinary shares in the Company in respect of dividends to be declared, if any, under the DRS. This authority, unless revoked or varied by the Company at a general meeting, will expire at the conclusion of the 40 th Annual General Meeting. STATEMENT ACCOMPANYING THE NOTICE OF ANNUAL GENERAL MEETING Pursuant to paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the notice convening an annual general meeting is to be accompanied by a statement furnishing details of individuals who are standing for election as director. This requirement excludes directors who are standing for re-election. No individual is standing for election as Director at the 39 th Annual General Meeting of the Company. NOTICE OF ANNUAL GENERAL MEETING PROXY FORM (47908-K) I/We: Full name (in block capitals): CDS account no.: No. of shares held: Address: NRIC/Passport/Company no.: Contact no.: being a member of TROPICANA CORPORATION BERHAD, do hereby appoint: Full name (in block capitals): NRIC/Passport no.: Proportion of shareholdings No. of shares % Address: AND/OR (please delete as appropriate) Full name (in block capitals): NRIC/Passport no.: Proportion of shareholdings No. of shares % Address: and/or failing him/her, the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the 39 th Annual General Meeting of the Company to be held at Ballroom 1, Tropicana Golf & Country Resort, Jalan Kelab Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 30 May 2018 at 11.00 a.m. or any adjournment thereof. NO. RESOLUTIONS FOR AGAINST - To receive the Audited Financial Statements for the year ended 31 December 2017 together with the reports of the Directors and Auditors thereon. Not applicable 1. To re-elect Dato’ Dickson Tan Yong Loong as Director. 2. To re-elect Dillon Tan Yong Chin as Director. 3. To re-elect Datuk Lim Thean Shiang as Director. 4. To re-elect Tan Sri Dr Lim Wee Chai as Director. 5. To re-elect Kang Ai Lin as Director. 6. To approve the payment of Directors’ remuneration amounting to RM835,458.36 for the financial year ended 31 December 2017. 7. To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix their remuneration. 8. To authorise Directors to issue shares of up to 10% of the issued capital for the time being pursuant to Section 75 and 76 of the Companies Act 2016. 9. To renew the authority for the Company to purchase its own shares. 10. To renew the authority to issue shares for the purpose of the Dividend Reinvestment Scheme. Please indicate with an “X” or “√” in the appropriate column how you wish your votes to be cast. In the absence of specific directions, your proxy will vote or abstain from voting at his discretion. __________________________________ Signature/Seal of Shareholder(s) Signed this __________day of____________________, 2018 TROPICANA CORPORATION BERHAD Annual Report 2017 ABOUT TROPICANA STRATEGIC PERFORMANCE LEADERSHIP SUSTAINABILITY GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION