GD EXPRESS CARRIER BERHAD
Company No. 630579-A
(Incorporated in Malaysia)

 

NOTICE OF ANNUAL GENERAL MEETING

 

NOTICE IS HEREBY GIVEN THAT the Second Annual General Meeting of the Company will be he1d at Bukit Kiara Resort Berhad, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Wednesday, 28 December 2005 at 3.00 p.m for the following purposes:-

 

AGENDA
a. To receive the Audited Financial Statements for the financial year ended 30 June 2005 and the Reports of the Directors and Auditors thereon. Resolution 1
b. To approve the payment of Directors’ fees in respect of the financial year ended 30 June 2005. Resolution 2
c. To re-elect the following directors who retire pursuant to Article 91 of the Company’s Articles of Association:-
  1. Dato’ Ahmad Sufian @ Qurnain bin Abdul Rashid
  2. Mr Leong Chee Tong
  3. Mr Lau Wing Tat
  4. Mr Kong Hwai Ming
  5. Ms Liew Heng Heng
  6. Ms Nolee Ashilin Binti Mohammed Radzi
  7. Mr Teong Teck Lean
 Resolution 3
Resolution 4
Resolution 5
Resolution 6
Resolution 7
Resolution 8
Resolution 9
d. To re-appoint Messrs. Deloitte KassimChan as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration. Resolution 10
e. As Special Business:-

To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions:-
Authority to Allot Shares Pursuant to Section 132D of the Companies Act, 1965

“THAT subject always to the approvals of the relevant authorities, the Directors be and are hereby authorised pursuant to Section 132D of the Companies Act, 1965, to allot and issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion, deem fit, provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed ten per centum (10%) of the total issued capital of the Company at the time of issue and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares to be issued on the Bursa Malaysia Securities Berhad and that such authority shal1 continue to be in force until the conclusion of the next Annual General Meeting of the Company.”

 Resolution 11
Proposed of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature (“Proposed Shareholders’ Mandate”)

“THAT the Company and its subsidiaries be and are hereby authorised to enter into recurrent related party transactions of a revenue or trading nature as specified in Section 2.2 of the Circular to the shareholders dated 7 December 2005, provided that such arrangements and/or transactions which are necessary for the Group’s day-to-day operations are undertaken in the ordinary course of business, at arm’s length basis, on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public and not detrimental to the minority shareholders of the Company AND THAT such authority shall continue to be in force until: “

 Resolution 12
  1. the conclusion of the next Annual General Meeting (“AGM”) of the Company at which time it will lapse, unless by a resolution passed at the said AGM, the authority is renewed; or
  2. the expiration of the period within which the next AGM after that date is required to be held pursuant to Section 143{1) of the Companies Act, 1965 (but shall riot extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or
  3. revoked or varied by resolution passed by the shareholders in general meeting.
whichever is the earlier.
AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary or in the best interest of the Company to give effect to the Proposed of Shareholders’ Mandate.”

BY ORDER OF THE BOARD
GD EXPRESS CARRIER BERHAD

NURULUYUN BINTI ABDUL JABAR (MIA 9113)
WOO YING PUN (MAICSA 7001280)
Company Secretaries

7 December 2005

NOTES:

  1. A member of the Company who is entitled to attend and vote at this meeting is entitled to appoint a proxy or in the case of a corporation a duly authorised representative to attend and to vote in his stead.

  2. When a member appoints two or more proxies, the appointments shall be invalid unless the proportion of the holding to be represented by each proxy is specified.

  3. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation and the provisions of Section 149(1)(a) and (b) of the Companies Act, 1965 shall not apply.

  4. If the appointer is a corporation, the Form of Proxy must be executed under the common seal or the hand of an officer or attorney duly authorised.

  5. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Level 17, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, 50490 Kuala Lumpur not less than 48 hours before the time set for the holding of the meeting or adjourned meeting.

EXPLANATORY NOTES ON SPECIAL BUSINESS

(a)

Resolution Pursuant to the Authority to Allot Shares Pursuant to Section 132D of the Companies Act, 1965

The proposed Ordinary Resolution 11 above, if passed, will empower the Directors of the Company, from the date of the above Annual General Meeting, authority to allot and issue shares in the Company up to an aggregate amount not exceeding in total 10% of the issued capital of the Company for such purposes as the Directors consider would be in the interest of the Company. This authority unless revoked or varied at a General Meeting will expire at the next Annual General Meeting.
(b)

Resolution Pursuant to the Proposed of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

The proposed Ordinary Resolution 12 above, if passed, will enable the Company and its subsidiaries (“the Group”) to continue entering into the specified Recurrent Related Party Transactions asset out in Section 2.2 of the Circular to shareholders dated 7 December 2005 with the specified classes of the Related Parties mentioned therein which are necessary for the Group’s day- to-day operations.

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