pejabat pendaftar syarikat i...telah diperbadankan di bawah akta syarikat 1965, pada dan mulai dari...

I '

. ' . .

No. Syarikat

PEJABAT PENDAFTAR SYARIKAT

(Registry of Coni1wnics) MALAYSIA

BoRANG 8

AKTA SYARIKAT 1965

[Seksyen 16 ( 4)]

423-858 X

PERAKUAN PEMERBADANAN SYARIKAT AW.AM.

Adalah--diperakui bahawa

. Bil'!B HOLDINGS BERHAD

telah diperbadankan di bawah Akta Syarikat 1965, pada dan

mulai dari 2 O haribulan Mac ,19 97 . dan bahawa

syarikat ini adalah sebuah syarikat berhad menurut syer.

Dibeii di bawah tandatangan dan meterai saya di Kuala Lumpur

pada 20 haribulan Mac , 1997

RAJA HABIBAH BTE RAJA SAIDIN Penolong Pendaftar Syarikat

Malaysia

[Bora.ng lnl dlterjcmahkan al...,h Pr:guam Nl'~ara, Malay~ln. mr1\11r111 l'1·111lwnlnli11 l!i11l:ml.(,"1 Not !2 1al11,i1 1964: PN (SBKI 2:J Pt. 11, P.S. 7/6! J1d. 21.

¥-

in (1) ·•· (H .,. '" .,, m .,. m iV. w. w.

I~

' . I .

. .

I"' . . ~ m .}! w. !¥

*

l:v. __ _

. . .

' • !'.;. ~~·~ ~! "' ,,. Cl)

·ll> ,i\ ,,,. tV. w. w IB ,, . ·

I

I I I I I I

I I

I

I

423858 IX I

FORM 11 Companies Act 1965 Section 21 (2) Section i 54(1)

NOTICE OF RESOLUTION BIMB HOLDINGS BERHAD

To the Registrar of Companies;

At an Extraordinary General Meeting of the members of BiMB HOLDINGS BERHAD ("BHB") duly convened and.held at Ballroom 3, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur on the 17th day of October 2013 the Ordinary Resolutions set out in the annexure marked with the letter "A" and signed by me for purposes of identification were duly passed.

Dated this 17th day of October 2013 . ., /

,,

0009400) Co ny Secretary

OLDINGS BERHAD

(This document is lodged on behalf of the company by MARIA MAT SAID (LS 0009400) of 31 st Floor, Menara Bank Islam, No. 22 Jalan Perak, 50450 Kuala Lumpur Tel No.: 03-27812999).

J 423858 J X J

(This is the annexure marked "A" referred to in the notice of resolutions signed by me on the 17th day of October 2013)

'.

ORDINARY RESOLUTION 1

PROPOSED ACQUISITIONS BY BHB OF THE REMAINING 49% ISSUED AND PAID-UP ~HARE CAPITAL OF BANK ISLAM MALAYSIA BERHAD ("BANK ISLAM") COMPRISING THE FOLLOWING:-

(A)

(B)

690,196,000 ORDINARY SHARES OF RM1.00 EACH IN BANK ISLAM ("BANK ISLAM SHARES") HELD BY DUBAI FINANCIAL GROUP LLC ("DFG"), REPRESENTING APPROXIMATELY 30.47% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF BANK !SLAM Ci'DFG BLOCK"), FOR

.·. A CASH CONSIDERATION· OF· UNITED STATE$ DOLLAR ("USO") 550,000,000 ("PROPOSED ACQUISITION OFDFG'.BLOCK"); AND

·, ,·

419,894,000 BANK !SLAM SHARES HELD BY LEMBAGA TABUNG HAJI ("L TH"), REPRESENTING APPROXIMATELY 18'.53% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF BANK ISLAM'('/LTH BLOCK"), FOR A CASH CONSIDERATION OF THE RINGGIT , MALAYSIA ("RM") EQUIVALENT OF USD334,603,069 ("PROPOSED,ACQUISITION OF LTH BLOCK");

:·:;.

(COLLECTIVELY REFERRED TO AS "PROPOSED ACQUi~ITIONS")

'' RESOLVED:

"THAT, subject to the passing of Ordinary Resolution 2 and approvals being obtained from the relevant regulatory authorities and parties (where required), approval be and is hereby given to the Company to acquire:-

(a) 690,196,000 Bank Islam Shares held by DFG, repfE;il,enting _ approximately 30.47% of the issued and paid-up share capital of.Bank Islam, for a cash consideration of USD550,000,000; and

(b) 419,894,000 Bank Islam Shares held by L TH, representing approximately 18.53% of the issued and paid-up share capital of Bank Islam, for a cash consideration of the RM equivalent of USD334,603,069,

upon amongst others the following terms and conditions:-

(i) the receipt by the Company of the entire gross proceeds to be raised pursuant to the Proposed Rights Issue with Warrants (as defined in Ordinary Resolution 2 below) on or before 24 December 2013 (or such other date as may be mutually agreed by DFG, L TH and BHB acting reasonably);

(ii) the receipt by the Company of the entire gross proceeds to be raised pursuant

(iii)

to the proposed issue of ten (10)-year Islamic securities of up to an indicative issue size of RM2.120 billion in nominal value to raise indicative gross

. proceeds of up to approximately RM1 .388 billion on or before 24 December 2013 (or such other date as may be mutually agreed by DF

ORDINARY RESOLUTION 2

PROPOSED RENOUNCEABLE RIGHTS ISSUE OF 426,715,958 NEW ORDINARY SHARES OF RM1.00 EACH IN BHB ("BHB SHARES") ("RIGHTS SHARES") TOGETHER WITH 426,715,958 FREE DETACHABLE WARRANTS ("WARRANTS"), ON THE BASIS OF TWO (2) RIGHTS SHARES AND TWO (2) WARRANTS FOR EVERY FIVE (5) EXISTING BHB SHARES HELD BY THE ENTITLED SHAREHOLDERS OF BHB ON AN ENTITLEMENT DATE TO BE DETERMINED LATER ("ENTITLEMENT DATE"), AT AN INDICATIVE ISSUE PRICE OF RM3.80 PER RIGHTS SHARE TO RAISE INDICATIVE GROSS PROCEEDS OF APPROXIMATELY RM1.622 BILLION ("PROPOSED RIGHTS ISSUE WITH WARRANTS")

RESOLVED:

"THAT, subject to the passing of Ordinary Resolution 1 and approvals being obtained from the relevant regulatory authorities and parties (where required), approval be and is hereby given to the Board to:- .

(i)

(ii)

issue by way of a renounceable rights issue of 426,715,958 Rights Shares and 426,715,958 Warrants at such issue price as the Board may deem fit, on the basis of two (2) Rights Shares with two (2) Warrants for every five (5) existing BHB Shares held on the Entitlement Date to the entitled sharehplders;

create and i~sue the Warrants based on the indicative salierttterms as set out in Appendix I of the circular to shareholders dated 2 October: 2.013 ("Circular") and the terms and conditions of a deed poll to be executed by the Company ("Deed Poll"); and 1 •

- .. :, .. .-{ .

(iii) allot and issue such number of new Shares credited as fully paid-up pursuant to the exercise of the Warrants which may be exercised during the exercise period of the Warrants at an exercise price to be determined and announced later.

THAT, fractional entitlements, if any arising from the Proposed Rights Issue with Warrants wiil be dealt with in such manner as the Board in its 'absolute discretion deems fit and in the best interest of the Company.

THAT, any Rights Shares which are not validly taken up shall be m_ade available for excess applications in such manner as the Board shall determine in a fair and equitable manner.

THAT, the Rights Shares will, upon allotment and issuance, rank piiripassu in all respects with each other and the then existing BHB Shares, save and except that the Rights Shares will not carry any rights to participate in any dividends, distributions and/or other entitlements declared by BHB where the entitlement date in respect of such dividends, distributions and/or other entitlements falls a day which is prior to the date of allotment and issuance of the Rights Shares.

I

I I I I 11

• • Ii

• • • • • • • • \ • • • II

THAT, the new Shares arising from the exercise of the Warrants will, upon allotment and issuance, rank pari passu in all respects with each other and the then existing BHB Shares, save and except that new Shares arising from the exercise of the Warrants will not carry any rights to participate in any dividends, distributions and/or other entitlements declared by BHB where the entitlement date in respect of such dividends, distributions and/or other entitlements falls a day which is prior to the date of allotment and issuance of the new Shares arising from the exercise of the Warrants.

THAT, the Board be and is hereby authorised to allot and issue such further Warrants as may be required br permitted to be issued pursuant to any adjustments under the terms and provisions of the Deed Poll at an adjusted price to be determined and announced later and to be dealt with in such manner as the Board shall at its absolute discretion deem fit and in the best interest of the Company.

THAT, the Board be and is hereby authorised to utilise the proceeds from the Proposed Rights Issue with Warrants in the manner set out in Section 2.4 of Part A of the Circular and the Board be authorised with full power to .vary the manner and/or purpose of utilisation of such proceeds in the manner as the Board shall in its absolute discretion deem fit, necessary or expedient and in the best interest of the Company.

THAT, the .Board be and is hereby autt10rised to enter into, ex~c1;1te and sign the Deed Poll with fulf power to assent to any-condition, modificatidr(dr amendment as they deem fit, necessary or expedient or as may be impose'.d ·. by any relevant authorities, and full power to implement and give effect to the terms 'and conditions of the Deed Poll.

THAT, authority be and is hereby given to the Board to give:full effect to the Proposed Rights Issue with Warrants with full powers to approve,• agree and assent to any conditions, variations, revaluations, modifications, and/or amendments in any manner as may be required/permitted by the relevant regulatory authorities or deemed necessary by the Board, to deal with matters, incidentali,.a)1cillary to and/or relating thereto and take all steps and do all acts and to execute or e,mfor into all such agreements, arrangements, undertakings, indemnities, · transfers, . extensions, assignments, deeds, confirmations, declarations and/or guarantees, with any party or.parties, to deliver or cause to be delivered all such documents and to do all such acts and matters as they may consider necessary to implement, finalise and give fuli effect to and complete the Proposed Rights Issue with Warrants,

AND THAT, all previous acts made and/or done by the Board in_ connection with the Proposed Rights Issue with Warrants be and hereby confirmed, approved and ratified."

(This document is lodged on behalf of ihe company by MARIA MAT SAID (LS 0009400) of 31 st Floor, Menara Bank Islam, No. 22 Jalan Perak, 50450 Kuala Lumpur Tel No.: 03-27812999).

423858 ! X I

FORM11 Companies Act 1965 Section 21 (2) Section 154( 1 )

NOTICE OF RESOLUTION B!MB HOLDINGS BERHAD

To the Registrar of Companies,

At the 15th Annual General Meeting of the members of BIMB HOLDINGS BER.HAD duly convened and held at Tun Rahah 1, Level 1, Menara Yayasan Tun Razak, 200 Jalan Bu kit Bintang, 55100 Kuala Lumpur on the 8th day of May 2012 the Special Resolution set out in the annexure marked with the letter "A" and signed by me for purposes of identification were duly passed.

Dated this 8th day of May 2012

S 0009400) pany Secretary

BiMB HOLDINGS BERHAD


423858 IX \ ( This is the annexure marked "A" referred io in the notice of resolution signed by me on the 8th day of May 2012)

' '

(LS 0009400) C any Secretary

SIM HOLDINGS BERHAD

SPECIAL RESOUJTUON 1

IPROPOSIED AMENDMENT TO THE COMPANY'S .ARTICLES OF ASSOCIATION

RESOLVED:

That the Company's Articles of Association be and is hereby amended by inserting new Article 51(e) and 51(f) immediately after the existing Article 51(d), to read as follows:-

Article 51 /el Appointment of multiple proxies

(i) Where a member of the company is an exempt authorised 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.

(ii) An exempt authorised nominee refers to an authorised nominee defined under the Securities Industry (Central Depositories) Act 1991 ("SICIJA") which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.

Article 51 /fl Appointment of Multiple Proxies by individual Members

(i) A member shall not be entitled to appoint more than two proxies to attend and vote at the same general meeting.

(ii) Where a member appoints two proxies the appointments shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy."


423858 / X /

FORM 11 Companies Act 1965 S@elion-&1 (2) Section 154(1)



At the 13th Annual General Meeting of the members of 81MB HOLDINGS BERHAD duly convened and held at Tun Rahah 1 & 2, Level 1, Menara Yayasan Tun Raza!\ 200 Jalan Bukit Bintang, 55100 Kuala Lumpur on the 12 day of May 2011 the Special Resolution set out in the annexure marked with the letter "A" and signed by me for purposes of identification were duly passed.

Dated this 12 day of May 2011

MARIA MAT_J31l(l (L 0009400) Cowrpany Secretary

81MB HOLDINGS BERHAD

(This document is lodged on behalf of the company by MARIA MAT SAID (LS 0009400) of Level 18, Menara Yayasan Tun Razak, 200 Jal an Bu kit Bintang, 55100 Kuala Lumpur. Tel No.: 03-27812999).

423858 1 x 1

( This is the annexure marked "A" referred to in the notice of resolution signed by me on the 12 day of May 2011)

,...,,-,,_= 0009400) Com y Secretary

LDINGS BERHAD

SPECIAL RESOLUTION 1

PROPOSED AMENDMENT TO ARTICLE 100 OF Tl-IE COMPANY'S ARTICLE OF ASSOCIATION ON THE ELECTRONIC DIVIDEND PAYMENT (eDIVIDEND)

RESOLVED:

THAT the following existing A1iicle 100 be deleted in its entirety and replaced with the following new Article 100:-

Existing Article 100 Any dividend, or other money payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder 01; in the case of joint holders to the registered address of that one of the joint holders who is first named on the Register of Members or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to who it is sent. Anyone of two or more joint holders may give effectual receipts of any dividend, bonuses or other money payable in respect of the shares held by them as joint holders.

Proposed Amendment to Article 100 "Any dividend, or other money payable in cash in respect of securities may be paid by cheque or warrant sent through the post directed to the last registered address of the holder or paid via electronic transfer of remittance to the bank account provided by the holder whose name appears in the Register of Members and/or Record of Depositors. Every such cheque or warrant or electronic transfer of remittance shall be made payable to the order of the person to whom it is sent or remitted, ancl the payment of any such cheque or warrant or electronic transfer of remittance shall operate as a goocl discharge of the Company's obligation in respect of the dividend, interest o, other money payable in cash thereby represented."

(This document is lodged on behalf of the company by MARIA MAT SAID (LS 0009400) of Level 18, Menara Yayasan Tun Razak, 200 Jalan Bukit Bintang, 55100 Kuala Lumpur. Tel No.: 03-27812999).

. ------ --· ---------------·-·- ________ ,. __ ---·--·---------· ----~---- --------------------- -------·----·-----·--------------·----------·-·-··-·--

423858 / X /

FORM 11 Companies Act 1965 Section 154(1)



At a general meeting of the members of BIMB HOLDINGS BERRAD duly convened and held at Tun Rahah l & 2, Level 1, Menara Yayasan Tun Razak, 200 Jalan Bukit Bintang, 55 I 00 Kuala Lun1pur on the 13 day of December 2007 the Special Resolution set out in the arinexure marked with the letter "A" and signed by me for purposes of identification was duly passed.

Dated this 13 day of December 2007

AF -L NIZAM YASIN (LS 08955) Secretary

BIMB HOLDINGS BERHAD

(Tbis document is lodged on behalf of the company by SAIFUL NIZA.JvI YASIN (LS 08955) . of Level 18, Menara Yayasan.Tun Razak, 200 Jalan Bukit Bintang, 55100 Kuala Lumpur. Tel No.: 03-27812999).

423858 IX I ( This is the annexure marked "A" refened to in the notice of resolution signed by me on the 13 day of Dec.ember 2007)

SAI UL NIZAM YASIN (LS 08955) Secretary


SPECIAL RESOLUTION

PROPOSED ANIEJ\'Dl\IBNTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

RESOLVED that the Articles of Association of the Company be altered as follows :-

Article 2

Article 8(b)

INTERPRETATION

"Approved Market Place" means a stock exchange whicb is specified ·to be an approved market place. in the Securities Industry (Central) (No.2) Order, 1998.

"'Depositor" means a holder of a securities account

INTERPRETATION

Deleted in ]ts entirety.

A holder of Securities Account established by the Central Depository.

REDEEMABLE SHARES

PREFERENCE REDEEMABLE PREFERENCE SHARES

The Company shall have .power to issue preference shares carrying a right to redemption o.ut of profits or liable to be redeemed at the option of the CompB.Dy or to issue preference capital ranking equally with or in prjority to preference shares already issued and the Directors may, subject to the provision pf such Act, ·redeem such shares on such terms and in such maiJner and either at par or at a pre1D1um as they may th.ink fit PROVIDED THAT the total nominal value of issued preference shares shall not exceed the total nominal value of the issued ordinary s~ares at any time.

To delete the last part of Article 8(b) as follows:

" ... PROVIDED THAT the total nominal value of issued preference shares shall not exceed .the total nominal value of the issued ordinary shares at any time."

The new sub clause 8(b) shall nm/ be read as follows:

The Company shall have power to issue preference shares carrying a right to redemption o·ut of profits or·Jiable to be redeemed at the option of the Company .or to issue preference capital ranking equally with or in priority to preference Shares already issued and the Directors may, subject to the provision of such Act1 redeem such shares on such terms and in such manner and either at par or at ·a

remium as they ma 'think fit.

Article 8 ( e )(iii)

Article 4l(a)(ii)

Article 51

Article 60A

RIGHTS OF SHAREHOLDERS

PREFERENCE JUGHTS OF PREFERENCE SHAREHOLDERS

Holders of preference shares shall also be Deleted in its entirety. entitled to a return of capital in preference to holders Df ordinary shares when the Company is wound up.

NOTICE OF MEETINGS

The Company shall by written request made in the duplicate in the prescribed form request the Central Deposito])' at least three (3) market days prior to and not including the date of notice of the general meeting to prepare the Record of Depositors to whom, subject to the provisions of the 1.vritten law, notice of the general meeting shall be given by the Company.

VOTES OF MEMBERS

NOTICE OF MEETINGS

To amend asfollows:-

The Company shall request the Centrai Depository in accordance ivith the Rules of the ·Depository, to issue a Record of Depositors, as at the latest date which is reasonably practicable which shall in any event be not less than 3 market da}'s before the general meeting.

To insert an additional new clause immediately after the existing Article 51 (a)(iiV :-

Article 5 l(a)(iv):-

"On a resolution to be decided by a shmv of hands, a member who is a holder of ordinary shares or preference shares who is personally present and entitled ta vote shall be entitled to one vote".

All the Directors of the Company shall be Deleted in its entirety. natural persons.

---·--···-·· -·-• "'-eac.- --,,-,.A.,"-

Article 70

··--~--·--·--- -- - -- -~-------- - ----------------- ------------·---------------·----

VACATION OF OFFICE

The office of Directors shall ipso facto be vacated jf such Director:-

VACATION OF OFFICE

a) ceases to be a Director by virtue of No changes the Act;

b) · becomes bankrupt or make any arrangement or composition with its creditors generally:

To amend as follows_.-

b) becomes b8llkrupt or . makes any arrangement or composition with its creditors generally during his term of office;

c) becomes prohibited from being a No changes Director by reason of any order made under the Act;

d) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental disorder;

e} resigns his office by notice in vfilting to the Company;

To amend as follows:-

d) becomes of unsound mind or a person whose person or estate is liable _to be dealt with in any way under the law relating to mental disorder during his term of office;

No changes

f) is absent from more than 50% of the To amend asfollows:-tota1 board of directors' meetings held during a financial year, unless an exemption or waiver is obtained from the Kuala Lumpur Stock Exchange or any other relevant aufuorities.

f) is absent from more than 50% of the total board of directors' meetings held from the date of his election or appointment as a Director to the end of the then current financial year of the Company, except ,vben an e:xemption or ·waiver is obtained from the Bursa MaJaysia Securities Berhad or any other relevant authorities.

----·------·---------

To insert an additional new clause as follows:-

g) is convicted by a court of Ja\Y, whether in Malaysia or elsewhere, in relation to any of the offences set out in Sectioll 15.05 (l) of the Listing Requirements as follows:-

i) an offence in connection ·with the promotion, formation or management of a company;

ii) an offence involving fraud or dishonesty or where the conviction involved a :finding that he acted fraudulently or dishonestly; or

iii) an offence under the securities laws (means the Capital Market and Services Act 2007, the Securities Industry (Centra1 Depositories) Act 1991 and the Securities Co=ission Act 1993) or the Companies Act 1965.

423858 / X I

FORlvI 11 Companies Act J 965 Section J 54(])

NOTICE OF RESOLUTION BIMB HOLDINGS BERBAD


At a general meeting of the members ofBIMB HOLDINGS BERHAD duly convened and held at ll th Floor, Darul Takaful, Jalan Sultan Ismail, 50250 Kuala Lumpur on the 15th day of December 2006 the special resolution set out in the am1exure marked with the letter "A" and signed by me for purposes of identification was duly passed.

Dated this 15th day of December 2006

-ir: NIW,: Aim (Ls 089s5i Secretaiy


(Th.is document is lodged on behalf of the company by SAIFUL NIZAM YASIN (LS 08955) of H.tio Floor, Dam] Takaful , Jalan Sultan Ismail, 50250 Kuala Lumpur. Tel No.: 03-26168000).

423858 ! X !

( This is the annexure marked "A" referred to in the notice of resolution signed by me on the 15 th day of December 200 )

UL NIZAM YASIN (LS 08955) Secretary

BJMB HOLDINGS BERHAD

ORDINARY RESOLUTION

RESOLVED

Authority to issue shares pursuant to Section 132D of the Companies Act 1965.

That pmsuant to the Company's Employees Shares Option Scheme ("the Scheme") as approved at the Extraordinary General Meeting of the Company held on 5 July 1997 and subsequently tl1e duration of tl1e Scheme was extended for another 5 years from 20. August 2002 to 21 August 2007 via Extraordinary General Meeting held on 20 August 2002, approval be and is hereby given to the Directors pursuant to Section l32D of the Companies Act 1965 to issue shares in the Company at anytime and in accordance with the tenns and conditions of the Scheme and tl1at such antl101ity sha11 continue to be in force until the conclusion of the next Annual General Meeting of the Company.

SPECIAL RESOLUTION

RESOLVED

Proposed Amendment to the Article 51 (c) of the A:t1icles of Association ofBHB

Article 51 (c)- Voting of Members

That the existing Article 51 (c) which read as follow:-

Article 51 (c)

"Subject to Articles 53,56 and 56A, a member shall not be entitled to appoint a person who is not a member as his pro:q unless that person is a Director o.f the Company, an advocate and solicitor, an approved company auditor or person approved by the Registrar in a particular case".

2

423858 / X (

( This is the annexure marked "A'' refen-ed to in the notice ofresolution signed by me on the J 5"' day of December 2006)

Be deleted in its entirety and substitnted with the following:-

Aiiicle 51 (c)

"Subject to Articles 53, 56 and 56A, a member of the Company may appoint a person to be aprmy. A proxy need not be a member of the Company. Section 149 (1) (b) of the Act shall not be applicable. "

3

413858 j X /

FORM 11 Companies Ac! J965 Section 154(1)



At a general meeting of the members of BIMB HOLDINGS BEIUIAD duly convened and held at l 8 th Floor, Darn] Takaful, Jal an Sultan Ismail, 50250 Kuala Lumpur on the 14u. day of Jnne 2006 the special resolution set out in the annexure marked witl1 the letter "A" and signed by me for purposes of identification was duly passed.

Dated this 16"" day of June 2006

. . .............................. .. SAfFUL NIZA.M YASIN (LS 08955)

Secretary BIJ\1B HOLDINGS BERHAD

(This document is lodged 011 behalf of the company by SA.IFUL NIZl\.M YA.SIN (LS 08955) of 14°' Floor, Dani! Takaful, .Talan Sultan Ismail, 50250 Kual.a Lm11pur. Tel No.: 03-26 I 68000).

423858 /XI

( This is the am1exure marked "A" refe1Ted to i11 the notice of resolution signed by rne 011 u tbe J 6 ' day of Jnne 2006)

SA.IF JL NIZAM YASIN (LS 08955) Secretary

BIMB HOLDINGS BERJ-IAD

Special Resolution

Amendments to the Articles of Association ofBIMB Holdings Berhad

Resolved that tbe .A.rtic]es of Association of the Company be altered as follows:-.

!)

2)

Deletion

i) by deleting in its entirety the following v.rords and meanings ascribed to it in the existing ii..11icle 2:-

Words Meanings

"Bumiputra Company" A company incorporated in Malaysia the membership or sharehoiders v.rbereof is or are restricted to Bumipu1T~.

"Bumiputra Institution" A body corporate or aut11ority inco1porated in J\1alaysia under a Federal Law of I\1alaysia or a law of any State of Malaysia, or any company i11corporated in Malaysia tbe membership or shareholders whereof is or are restricted to the Federal or any State Government or such body corporate authority.

ii) by deleting the existing A.11ick 5 in its entirety

Substitution

By deleting tbe 'Nord "Article 5" in line two of the Article 21 (d) and the amended Article 21 (a) shall be read as follows:-

"The Directors may reguesl the Central Depository to decline to register any Deposited Security in respect of which the restrictions under Article 27 apply'··.

1

423858 IX f

FORMll Companies Act 1965 Section 154(1)



At a general meeting of the members of BIMB HOLDJNGS BERHAD duly convened and held at 18 th Floor, Darnl Taka:ful, Jalan Sultan Ismail, 50250 Kuala Lumpur on the 29th day of November 2004 the special resolution set out i:nthe a:n:nexure marked with the letter "A" and signed by me for purposes of identification was duly passed.


~ ~~ .. .. ............................. .. S UL N1ZAM YASIN (LS 06929)

Secretary BIMB HOLDINGS BERHAD

(This document is lodged on behalf of the company by SAIFUL NIZAM YASIN (LS 06929) of 14th Floor, Dami Takaful, Jalan Sultan Ismail, 50250 Kuala Lumpur. Tel No.: 03-26168000).

1

423858 \ X \

( This is the annexure marked "A" referred to in the notice of resolution signed by me on the 14th day of December 2004)

Special Resolution

4.,A p (, ' __..~ ............................... .

SAIFUL NIZAM YASIN (LS 06929) Secretary


Amendments to the Memorandum of Association of BIME Holdings Berhad

THAT the Company's Memorand= of Association be and hereby altered by deleting Clause 6 in its entirety and substituting therefore the following:-

Clause 6 The capital of the Company is Ringgit Malaysia Two Billion (RM2,000,000,000.00) divided into 2,000,000,000 ordinary shares of RMl.00 each.

Amendments to the Articles of Association of BIMB Holdings Berhatl

1) i) Article 2 -=-Interpretation

THAT the meanings of the following words in the existing Article 2 which read as follows:- ·

Words Meanings

"Government Directors appointed by the Special Shareholder Appointed Directors"

"Special Share" The one Special Right Redeemable Preference Share of RMl.00

2

"Special Shareholder" The Minister of Finance (Incorporated), a body corporate established under Minister of Finance (Incorporation) Act, 1957.

Be deleted in its entirety.

ii) THAT the meaning of the following word in the existing Article 2 which read as follows:-

"Central Depository" Malaysian Central Depository Sdn. Bhd.

Be deleted in its entirety and substituted with the following:-

"Central Depository" Bursa Malaysia Depository Sdn. Bhd.

2) Article 6 -Authorised Capital

IBAT the existing Article 6 which reads as follow:

"The capital of the Company 1s RM2,000,000,000.00 divided into 1,999,999,999.00 ordinary shares ofRMl.00 each and one Special Share ofRMl.00"

Be deleted in its entirety and substituted with the following:-

Article 6 "The capital of the Company is RM2,000,000,000.00 divided into 2,000,000,000 ordinary shares of RMI. 00 each."

3) Article 7 (a), Cb), (cl, (d), (e), (f) (i) & (ii) - Shares

·.

IBAT the existing Article 7 (a), (b), (c), (d), (e) and (f) (i) & (ii) which read as follows:-

7 (a) "The Special Share may only be issued to and held by the Special - Shareholiiet:" - · --- · --- - - - -- -- · -- - --- - --

7 (b) "The Special Shareholder shall have the right from time to time to appoint not more than two persons to be Directors who shall be called 'Government Appointed Directors."

3

7 (d)

7 (e)

7 (f)

"The Special Shareholder shall be entitled to receive notices of and to attend and speak at all General Meetings or any other meeting of any class of shareholders of the Company, but the Special Share shall carry no right to vote nor any other rights at any such meeting"

"The Special Shareholder may, subject to the provisions of the Act, require the Company to redeem the Special Share at par at any time by serving written notice upon the Company and delivering the relevant share certificate. In a distribution of capital in a winding up of the Company, the Special Shareholder shall be entitled to repayment of the capital paid up on the Special Share in priority to any repayment of capital to any other Member. The Special Share shall confer no other right to participate in the capital or profits ofthe Company."

''Notwithstanding any provisions in these Articles to the contrary, each of the following matters shall be deemed to be a variation of the rights attaching to the Special Share and shall accordingly only be effective with the consent in writing of the Special Shareholder:-

(i) Amendment of certain articles

The amendment, removal or alteration of the effect of all or any of following articles or where specified parts of the following articles:

The definitions of "Special Share" and "Special Shareholder" in Article 2, This Article (The Special Share), Article 27 (Limitation on Shareholdings) Article 60B (Government Appointed Directors)

(ii) Winding up

A proposal·forthe-voluntary ·winding0 up· ·or ·dissolution· of the Company"

Be deleted in its entirety

4

4) Article 60A [bl-Minister's consent for Director's Appointment

THAT the existing Article 60A (b) which read as follows:-

"No person shall be elected or appointed as a Director or an alternate Director of the Company without prior written consent of the Minister to such election or appointment."

Be amended by deleting the words "consent of the Minister" appearing in line 2 and by inserting the words "approval of Bank Negara Malaysia" immediately after the word "written" appearing in line 2 and the amended Article 6DA(b) shall read as follows:-.

Article 60A (b)

"No person shall be elected or appointed as a Director or an alternate Director of the Company without prior written approval of Bank Negara Malaysia to such election or appointment."

5) Article 60B (a). (b). (c) (i) & (ii] and (d) - Government Appointed Directors

THAT the existing Article 60B (a), (b), (c) (i) & (ii) and (d) which read as follows:-

60B (a) "The appointment, nomination, removal or termination of the appointment or nomination of any Government Appointed Director shall be in writing served on the Secretary together with in the case of an appointment or nomination, the consent of the person concerned and such notice shall be signed by or on behalf of the Special Shareholder."

60B (b) "Save as provided in this Article, the provisions of these Articles (relating to Directors genera11y) shall apply to the Government Appointed Directors as they apply to other Directors."

60B (c) "Notwithstanding anything to the Contrary in these Articles, but subject to the Act :-

(i) If a Government Appointed Director ceases to hold such office the vacancy may only be filled by appointment by the Special Shareholder pursuant to this Article.

(ii) The provision of these Articles relating to the appointment and retirement of Directors shall not apply to Government Appointed Directors."

5

60B ( d) "If an existmg Director 1s nominated to be a Government Appointed Director he shall on the termination of his nomination continue to be a Director of the Company but shall retire at the next following Annual General".

Be deleted in its entirety.

6) Article 70-0ffice of Director vacated in certain cases

THAT the existing Article 70 which reads as follows:-

"The office of Director including a Government Appointed Director shall ipso facto be vacated if such Director-

70 (a) ceases to be a Director by virtue of the Act;

70 (b) becomes banlaupt or makes any arrangement or composition with its creditors generally;

70 ( c) becomes prohibited from being a Director by reason of any order made under the Act;

70 (d) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental disorder;

70 ( e) resigns his office by notice in writing to the Company;

70 (f) The office of a Director including a Govemment Appointed Director shall ipso facto be vacated if such Director is absent from more than 50% of the total board of directors' meetings held during a financial year, unless an exemption or waiver is obtained from the Kuala Lumpur Stock Exchange or any other relevant authorities.,,

6

Be amended as follows:-

i) by deleting the word "including a Government Appointed Director" appearing at line 1 of Article 70

ii) by deleting the word "including a Government Appointed Director" appearing in line 1 of Article 70 (±).

and TIIAT amended Article 70, shall read as follows:-

"The office of Dfrector shall ipso facto be vacated if such Director-

Article 70 (a) ceases to be a Director by virtue of the Act;

Article 70 (b} becomes bankrupt or makes any arrangement or composition with its creditors generally;

Article 70 (c) becomes prohibited from being a Director by reason of any order made under the Act;

Article 70 (d) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental disorder;

Article 70 (e) resigns his office by notice in writing to the Company;

Article 70 (f) the office of a Director shall ipso facto be vacated if such Director is absent from more than 50% of the total board of directors' meetings held during a financial year, unless an exemption or waiver is obtained from the Kuala Lumpur Stock Exchange or any other relevant authorities."

7

7) Proceeding of Directors

To insert the following new Article 77 (d), (e), (f) & (g) immediately after the existing Article 77 (c) to read as follows:-

Article 77 (d) "for the purpose of Article 77 (a) and subject to the laws for the time being in force in Malaysia the contemporaneous linking together by an instantaneous telecommunication device of a number of Directors no

· less than the quorum required by Article 77 (a), whether or not any one or more of the Director (s) is out of Malaysia, is deemed to constitute a meeting of the Directors and all provisions of these Articles as to the meetings of the Directors will apply to such meeting held by instantaneous telecommunication device so long as the following conditions are met:-

(i) all Directors shall have received notice of a meeting for the purpose of such meeting. Notice of any such meeting will be given on the instantaneous telecommunication device or in any other manner permitted by these Articles;

(ii) each of the Directors taking part in the meeting by the instantaneous telecommunication device must be able to hear and/or see each of the other Directors taking part at the commencement and for the duration of the meeting;

(iii) at the commencement of the meeting, each member Directors must acknowledge his presence for the purpose of the meeting to all of the other Directors taking part.

Article 77 (e) A Director may not leave the meeting by disconnecting his instantaneous telecommunication device unless he

··has·prevwusly obtained t/rrexpress·-consent ·· of the·· Chairman or chairman of the meeting, as the case may be, and a Director will be conclusively presumed to have been present and to have formed part of the quorum at all times during the meeting by instantaneous telecommunication device unless he ·has previously obtained the express consent of the Chairman or chairman of the meeting, as the case may be, to leave the meeting.

8

Article 77 (/) Minutes of the proceedings at a Directors meeting by instantaneous telecommunication device will be sufficient evidence of such proceedings and of the observance of all necessary formalities if certified as correct minutes by the Chairman or chairman of the meeting, as the case may be.

Article 77 (g) For the purpose telecommunication telecommunication visual capacity. "

of Article 77, ·"instantaneous device'' means any

conferencing device with or without

8) Article 83 - Chairman of Board of Directors

THAT the existing Article 83 which read asfollows:-

"The Special Shareholder shall have the right to appoint one of the Government Appointed Directors as the Chairman of the Board of Directors for such period as the Special Shareholder shall detennine. The Chairman or in ms absence the Deputy Chairman (if so appointed by the Directors) shall preside at meetings of the Directors, but if the Special ·shareholder shall have not so appointed the Chairman or if at any meeting the Chairman or the Deputy Chairman is not present within half an hour after the time appointed for holding the meeting, the Directors present may choose one of their number to be Chairman of the meeting".

Be deleted in its entirety and THAT the following be inserted in place thereof:

Article 83 "The Chairman or in his absence the Deputy Chairman (if so appointed by the Directors) shall preside at meetings of the Directors, but if at any meeting the Chairman or the Deputy Chairman is not present within half an hour after the time appointedfor holding the meeting, the Directors present may choose one of their number to be Chairman of the meeting".

9

9) Article 87 - Resolution Signed by Directors to be Valid

THAT the existing Article 87 which read as follows:-

"A resolution in writing signed by all the Directors or their Alternates who may at the time be present in Malaysia at least one of whom shall be a Government Appointed Director, shall be as valid and effectual as if it had been passed by a meeting of Directors duly called and constituted. Any such resolution may consist of several documents in like form each signed by one or more Directors. A Directors' Resolution shall be inoperative if it shall purport to anthorise or to do any act which a meeting of the Directors has decided shall not be authorised or done, until coniirmed by a meeting of the Directors."

Be amended be deleting the words "at least one of whom shall be a Government Appointed Director" appearing in line 2 and the amended Article 87 shall read as follows:-.

Article 87 "A resolution in writing signed by all the Directors or their Alternates who may at the time be present in Malaysia, shall be as valid and effectual as if it had been passed by a meeting of Directors duly called and constituted. Any such resolution may consist of several documents in like form each signed by one or more Directors. A Directors' Resolution shall be inoperative if it shall purport to authorise or to do any act which a meeting of the Directors has decided shall not be authorised or done, until confirmed by a meeting of the Directors."

I 0) General Amending Provision

THAT the phrase "Kuala Lumpur Stock Exchange" whenever appearing in the Articles of Association of the Company be substituted with "Bursa Malaysia Securities Berhad".

10

FORl\l! 11 Companies Act 1965


To tbe Registrar of Companies,

Section 154(1)

At a general meeting of the members of BIMB HOLDINGS BERHAD duly convened and held at 11 th Floor, Darul Takaful, Jalan Sultan Ismail, 50250 Kuala Lumpur on the 28 th day of June, 2002 the special resolution set out in the annexure marked with the letter "A" and signed by me for purposes of identification was duly passed.

Dated this I st day ofJuly, 2002

UL NIZAM YASIN (LS 06929) Secretary

BIMB HOLDIN"GS BERHAD

(This document is lodged on behalf of the company by SAIFUL N1ZAM YASIN (LS 06929) of 14th Floor, Darul Takaful , Jalan Sultan Ismail, 50250 Kuala Lumpur. Tel No. : 03-26935566).

( This is the annexure marked "A" referred to in the notice of resolution signed by me h SC T • en L~e l 02.v of Julv ')fl1Y1 )

., ., ! -vu ....

SPECIAL RESOLUTION

~ .................. P ..... -:· ......... . SAlFUL NIZAM YASIN (LS 06929)


AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1) That the existing Article 2 be amended by inserting the -following definitions:-

Words

"Approved Ma1·ket Place"

"Authorised Nominee"

"Securities"

Meanings

A stock exchange which is specified to be an approved market place in the Securities Industry(Central) (Depositories) (Exemption) (No. 2) Order 1998

A person who is authorised to act as nominee as specified under the Rules.

Includes shares, debentures, stock or bonds issued or proposed to be issued and any right or option in respect thereof

"Government Directors"

Appointed Directors appointed by the Special Shareholder

2) Article 8(e)(i) & (ii)- Rights of preference shareholders

That the existing Article 8(e)(i) & (ii) which reads as follows :-

8(e)(i) "Preference shareholders shall have the same rights as ordinary shareholders as regards receiving notices, reports and balance sheets and attending general meetings of Company."

8(e)(ii) ''.Preference shareholders shall also have the right to vote at any meeting convened for the purpose of reducing the capital or winding up or sanctioning a sale of the principal undertaking or where the proposition to be submitted to the meeting directly affects their rights and privileges or when the dividend on the preference shares 1s m arrears for more than six months."

be amended as follows:

i) by substituting the words "balance sheets" appearing at line 4 of Article 8(e)(i) with the words "audited accounts'';

ii) by deleting the existing Article 8( e) (ii) in its entirety and inserting in place thereof the following;

(ii) Preference shareholders shall have the right to vote at any general meeting in each of the following circumstances

a) when the dividend or part of the dividend on their shares is in arrears for more than six (6) months; .

b) on a proposal to reduce the capital;

c) on a proposal to dispose the whole of the Company's property, business and undertaking;

d) on a proposal that affects rights ·attached to their shares;

e) on a proposal to wind up the Company; and

f) during the winding up of the Company.

(iii) Holders of preference shares shall also be entitled to a return of capital in preference to holders of ordinary shares when the Company is wound up.

423858 I X I

and that the amended Article 8(e)(i) & (ii) & (iii) shall read as follows:-

8(e)(i)

8(e)(ii)

"Preference shareholders shail have the same rights as ordi11ary shareholders as regards receiving 11otices, reports and audited accounts and atte11di1tg genel'al meetings of the Compa11y."

"Prefere11ce .shareholders shall have the right to vote at any ge11eral meeting in each oft!tefollowi11g circumsta11ces:

a) whe,i the dividend or part of the divide11d 011 their shares is i11 arrears for more t/za11 six (6) mo11ths;

b) 011 a proposal to reduce t/ze capital;

c) 011 a proposal to dispose the whole of the Compai,y's property, business a11d u11dertaki11g;

d) 011 a proposal that affects rights attached to their shares;

e) 011 a proposal to wind up the Compa11y; and

j) during the wi11di11g up of the Compa11y."

8 (e)(iii) "Holders ofprefere11ce shares shall also be entitled to a return of capital ill preference to holders of ordi11ary shares whe11 the

, Company is wound up. "

3) Article 2l(a) - Form of transfer

That the existing Article 2l(a) which reads as follows:-

"Subject to the restrictions of these Articles and as otherwise provided under the Rules and the Central Depositories Act, shares shall be transferable but every transfer must be in writing and in such fonn approved from time to time by The Kuala Lympur Stock Exchange or any other Exchange on which the Compar!.y' s shares are listed."

be deleted in its entirety and that the following be inserted in place thereof :

[ 423858 X

Article 21 (a) "The transfer of any Deposited Security of the Company shall be by way of book entry by the Central Depository in accordance with the Rules of the Central Depository and, notwithstanding Sections 103 and 104 of the Act, but subject to sub-section 107C (2) of the Act and any exemption that may be made from compliance with Sub-Section 107C (1) of the Act , the Company shall be precluded from registering and effecting any transfer of the Deposited Security."

4) . By inserting a new Article 21(i) immediately after the existing Article 21(h) to read as follows:-

21(i)-Transmission of securities from foreign register

(a) "Where:-

i) the securities of the Company are listed on an Approved Market Place; and

ii) the Company is exempted from complia,,ce with Section 14 of the Central Depositories Act 1991 or Section 29 of the Securities Industry (Central Depositories) (Amendme11t) Act 1998, as the case may be, under the Rules of the Ce11tral Depository in ll'espect of such securities,

the Company shall, upon request of a securities holder, permit a transmission of securities held by such securities holder from t!te register of holders maintained by t!ie Share Registrar of the Company in the jurisdiction oftlte Approved Market Place (hereinafter referred to as "the Foreign Register''), to the register of holders maintained by the Share Registrar of the Company i11 Malaysia (hereinafter referred t'o as "the Malaysian Register'') provided that there' shall be 1w change in the ownership of such securities."

(b) "For tlte avoidance of doubt, where Paragraph (a) (i) and (ii}) above applies, the Company shat/. not allow any transmission of securities fi·om the Malaysia11 Register to the Foreign Register."

~.,., .. ,-, ..

------------·-·----------

5) Article 21(d)-Refusal to transfer

6)

That the existing Article 2l(d) which reads as follows:

"The Directors may decline to register any transfer of shares or stock (not I being a fully paid share) to a person of whom they shall not approve, and they may also decline to register the transfer of a share on which the Company has a lien or the transfer of a share to which the restrictions under Articles 5 and 27 apply."

be deleted in its entirety and that the following b~ inserted in place thereof:-

Article 21 ( d) "The Directors may request the Central Depository to decline to register any Deposited Security ill respect of which the restrictions under Articles 5 and 27 apply."

Article 41(a)(i) - Notice of meetings

That the existing Article 4l(a)(i) which reads as follows:

"Subject to the provisions of the Act relating to special resolutions and agreements for shorter notice, 14 days notice at the least (exclusive of the day on which the notice is served or deemed to be served, and the day for which notice is given) specifying the place, the day and the hour of meeting and in case of speci&l business, the general nature of that business accompanied by a statement regarding the effect of any proposed resolution in respect of any such special business shall be given to such persons as are entitled to receive these notices from the Company, as provided for in these Articles, and by advertisement in the daily press and in writing to the Kuala Lumpur Stock Exchange and any other Exchange npon which the Company's shares are listed."

be deleted in its entirety and that the following be inserted in place thereof:

Article 41 ( a)(i) "The 11otice convening a meeti11g shall specify the place, day and hour of the meeting and shall be given to all shareholders at least fourteen (14) days before the meeting or at least twenty one (21) days before the meeting where any special resolution is to be proposed or it is an annual meeting. Any 11otice of a meeti11g called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolution in respect of such special business. At least fourteen (14) days' or twenty one (21) days' notice i11 the case where any special resolution is proposed or where it is· the a1111ual meeting of every such meeting shall be give11 by advertiseme11t in the daily press and in writing to the Kuala Lumpur Stock Exchange .and any other exchange upon which the Company's securities are listed."

,.:

I '.

' . .

f l I j

l i 1

(423858 / X / --7) To insert the foHowing new Article 51(d) immediately after the existing

Article SI(c) to read as follows:-. ·

5J(d)-Appointment Of More Than One Proxy

" Where a member of the Company is au Authorised Nominee as defi11ed under the Central Depositories Act 1991, it may appoint at least one proxy in respect of each Securities Account it holds with ordinary shares of the Company staniling to (he credit of the said Securities.A.ccoimt,"

8) Article 60B (c)(i) & (ii)-Government Appointed Directors

That the existing Article 60B (c)(i) & (ii) which reads as follows:-

60B(c) "Notwithstanding anything to the contrary in these Articles, but subject to the Act:-

(i) If a Government Appointed Director ceases to hold such office the vacancy may only be filled by appointment by the Special Shareholder pursuant to this Article."

(ii) "The provisions of these Articles relating to the appointment and retirement of Directors shalJ not apply to Government Appointed Directors".

be amended by deleting the existing Article 60B(c) (ii) in its entirety anp that' the amended Article 60B (c) (i) shall read as follows:- ·

60B(c) "Notwithstandbig anyt!iing to the contrary in these Articles, but subject to the A ct :-

(i) If a Governmellt Appointed Director ceases to hold such office the vaca11cy may only be filled by appointment by the Special Shareholder pursuallt to this Article."

j i, )i

I 423858 X

9) Article 61-Retirement of Directors

That the existing Article 61 which reads as follows:

"Subject to Article 60B, at th\l first annual general meeting of the Company all the Directors shall retire from office, and at the annual general meeting in every subsequent year one-third of the Directors for the time being, or if their number is

not three or a multiple of three, then the number nearest one-third, shall retire from office."

be amended by deleting the words "Subject to Article 60B" appearing at line 1 Article 61 and by inserting the words "and be eligible for re-election, PROVIDED that all Directors shall retire from office once at least in each three years, but shall be eligible for re-election" immediately after the words "from office" appearing in line 6 and the amended Article 6 I shall read as follows:-

"At tlte first a11nual general meeti1tg of tlte Company all tlte Directors shall retire from office, and at t/ze an1tual ge11eral meeting in every subsequent year one-third of tlze Directors for the time bei1tg, or if their 1tumber is not tltree or a multiple of three, tlte11 tlte 11umber larger than one-third, shall retire from office and be eligible for re-election, PROVIDED that all Dil'ectors shall relire from office once al least in each three years, bul _shall be eligible for re-election."

10) Article 70(f)-Office of Director vacated in certain cases

That the existing Article 70(f) which reads as follow :-

"The office of Director including a Government Appointed shall ipso facto be vacated if such Director for more than six month is absent without permission of the Directors from meetings of the Directors held during that period."

be deleted in its entirety and inserting in place thereof the following:

"Tfte office of a Director illcludillg a Government Appointed Director shall ipso facto be vacated if suclt Director is absent from more than 50% of tlze total board of directors' meetings held during a fi11a1tcial year, unless an exemption or waiver is obtained from the Kuala Lumpur Stock Exclta11ge or any other relevant authorities."

11) Article 88-Appointment Of Managing Or Executive Director

That the existing Article 8 8 which reads as follows:

"Subject to Article 4 hereof, the Directors may from time to time appoint one of their body to the office of managing or executive Director for such period· and on such term as they think fit but if the appointment is for a fixed term, the terms shall not exceed 5 years and subject to the term of any agreement entered into any

particular case may revoke any such appointment. A Director so appointed shall not, while holding that office, be subject to retirement by rotation or be taken into account in determining the rotation or be taken into account in determining the rotation ofretirement of Directors, but his appointment shall be automatically determined ifhe ceases from any cause to be a Director."

be amended as follows :

i) by deleting the word "five" appearing at line 5 of Article 88 and substituting with the word "three (3)"

ii) by deleting the words "A Director so appointed shall not, while holding that office, be subject to retirement by rotation or be taken into account in determining the rotation or be taken into account in determining the rotation of retirement of Directors, but his appointment shall be automatically determined if he ceases from any cau~e to be a Director."

and that the amended Article 88 shall read as follows:-

"Subject to Article 4 hereof, the Directors may from lime to time appoint one of their body to the office of managing or executive Director for such period and on such terms as they tlti11k fit but if the appointment is for a fixed term, the term shall not exceed three (3) years and subject to the terms of any agreement entered into any particular case may revoke any such appointment."

12) Article 89-Powers

That the existing Article 89 which reads as follows:

"The Directors may entrust to and confer upon a managmg or executive Director or any officer of the Company for the time being any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and may from time to time revoke, withdraw, alter or vary all or any of those powers."

be amended by inserting the words "A managing director shall be subject to tbe control of the board of directors." after the words " ... those powers." appearing at line 6 Article 89 and that the amended Article 89 shall read as follows:-

"The Directors may entrust to and confer upon a managing or executive Director or any officer of the Company for the time being any-of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, a1td may from time to time revoke, withdraw, alter or vary all or a1ty of those powers. A ma1tagi1tg director shall be subject to the control of the board of directors."

13) Article 92(d)(i) & (ii) - Presentation of accounts

That the existing Article 92(d)(i) & (ii) which reads as follows:

i) "The Directors shall from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and reports in accordance with the Act."

ii) "The interval between the close of a financial year of the Company and the issue of accounts relating to it shall not exceed 6 months."

be amended as follows:

i) by substituting the words "profit and loss account " appearing at line 3 and 4 with the words "income statements " and inserting the words "explanatory notes" after the words "balance sheet" appearing at line 4 of Article 92(d)(i); and

ti) by substituting the words "accounts relating to it shall not exceed 6 months." appearing at line 2 and 3 of Article 92(d)(ii) with the words " the annual audited accounts and the Directors' and Auditors' reports relating thereto shall not exceed four (4) months".

; /

and that the amended Article 92( d)(i) & (ii) shall read as follows :-

(i) "The Directors shall from time to time cause to be prepared and to be laid before the Company in general meeting income statements, balance sheets, explanatory 1totes, group accou1tts (if any) and reports in accordance with the Act."

(ii) "The inten,al between the close of a financial year of the Company and the issue of the annual audited accounts and the Directors' and Auditors' reports relating thereto shall not exceed four (4) months."

14) Articlel07A-~indingUp

That the existing Article I 07 A which reads as foJlows

"On the voluntary liquidation of the Company no commission or fee shall be paid to a liquidator unless it shall have been approved or ratified by the shareholders. The amount of such payment shall be notified to all shareholders at least 7 days prior to the meeting at which it is to be considered."

be amended by deleting the word "or ratified" appearing at line two and that the amended Article 107A shall read as follow:-

Article 107A "On the voluntary liquidation of the Company no commission or fee shall be paid to a liquidator unless it shall have been apprITTJed by the shareholders. The amount of such paj1111ent shall be notified to all shareholders at least seven (7) days prior to the meeting at which it is to be considered."

I 5) That a new Article 111 be inserted to read-as follows:-

Article 111 (1) Notwithsta11di11g a11ythi11g co11tai11ed in these Articles, if the Listi11g Requireme11ts prohibit an act being done, the act shall 1101 be done.

Nothi11g co11tained i11 these Articles prevellts an act bei11g do11e that the Listing Requireme11ts require to be do11e.

If the Listing Requirei11e11ts require an act to be done or 110t to be dolle, authority is given for that act to be done or /lot to be done (as the case may be).

If the Listing Requireme11ts require these Articles to contai11 a provision and they do 1101 co11tain such a provisio11, these Articles are deemed to contai11 that provisio11.

If the Listing Requirements require these Articles not to co11taiJt a provision and they co11tai11 such a provision, these Articles are deemed 11ot to contain that.provisioll.

If ally provision of these Articles is or becomes inconsistent wit!{ the Listing Requirements, these articles are deemed Jtot to contain that provision to the exte11t of the inconsistency.

For the pwpose of this article, unless the context otherwise requires, "Listing Requirenzents" 11tean.s the Listing Requirements of Kuala Lumpur Stock Exchange including any amendment to the Listing Requirements that may be made from time to time.

(This document is lodged on behalf of the company by SAJFUL NIZAM YASIN (LS 06929) of 14th Floor, Darul Takaful , Jalan Sultan Ismail, 50250 Kuala Lumpur. Tel No. : 03-26935566).

I 4Lj~.)~ / X

FORM 11 Companies Act I 965


Section I 54(1)


At a general meeting of the members of BIMB HOLDINGS BERHAD duly

convened and held at 5th Floor, Wisma .Bandar, No. 18, Jalan Tuanku Abdul

RlJJ!man, 50100 Kuala Lumpur on the 28th day of November 1998 the special

resolution set out in the annexure marked with the letter "A" and signed by me .for

purposes of identification was duly passed.

Dated this 21st day of December 1998

--~~······················ FADZIL BINYUSOFF (LS 01264)


(This document is lodged on behalf of the company by F ADZIL BIN YUSOFF (LS 01264) of 9th Floor, Menara Tun Razak, Jalan Raja Laut, 50350 Kuala.Lumpur. Tel No. 2935566)

·1 ,f I i ! I I '

•

I !

: 423858. 1 _~ 1_

(This is the annexure marked "A" referred to in the notice ofresolution signed by me on the 21st day of December 1998)

SPECIAL RESOLUTION I

FADZIL BIN YU OFF (LS 01264) Secretary


AMENDMENT TO THE MEMORANDUM OF ASSOCIATION

THAT the Company's Memorandum of Association be and are hereby amended by renumbering the existing clauses 4(50), 4(51) and 4 (52) as Clauses 4 (51 ), 4 (52) and 4 (53) respectively and by inserting a new Clause 4(50) to read as follows:-

4(50) To acquire the Company's own shares and stocks and to deal with the acquired shares and stocks in a manner as may from time to

time be prescribed and allowed by law.

(This document is lodged on behalf of the company by FADZIL BIN YUSOFF (LS 01264) of 9th Floor, Menara Tun Razak, Jalan Raja Laut, 50350 Kuala Lumpur. Tel No. 2935566)

i '' i~. j -1, F p .1

E42}85is+x--/------- ----------- ---------------- ---- -- ----- --- -- ---- ------ ---

FORM II Companies Act 1965

Section 154(1)



At a general meeting of the members of BIMB HOLDINGS BERHAD duly

convened and held at S'h Floor, Wisma Bandar, No. 18, Jalan Tuanku Abdul

Rahman, 50100 Kuala Lumpur on the 28th day of November 1998 the special

resolution set out in the annexure marked with the letter "A" and signed by me for

purposes of identification was duly passed.


............................ , ............................. .. FADZILBINYUSOFF(LS 01264)


(This document is lodged on behalf of the company by F ADZIL BIN YUSOFF (LS 01264) of 9th Floor, Menara Tun Razak, Jalan Raja Laut, 50350 Kuala Lumpur. Tel No. 2935566)

i !

\,

i ..

(This is the annexure marked "A" referred to in the notice ofresolution signed by me on the 9th day of December 1998)

SPECIAL RESOLUTION 11

FADZIL BIN YUSOFF (LS 01264) Secretary


AMENDMENTS TO THE ARTICLES OF ASSOCIATION

That the Company's Articles of Association be and are hereby amended in the following manner:-

i. ARTICLE 2

That the existing Article 2 be amended as follows:-

By deleting the words· 'Corp-oratron UmterForargn Control' and the meaning ascribed to it in its entirety.

By deleting the words 'Entitled Person' and the meaning ascribed to it in its entirety.

By deleting the words 'Foreign Corporation' and the meaning ascribed to it in its entirety.

By substituting the existing meaning of the word 'Foreigner' with the following:-

shall have the same meaning assigned to it under Regulation 2 of the Foreign Ownership Regulations.

1423858 1 xi 2

ii. ARTICLE 4

That the existing Article 4 be amended as follows:-

i) By deleting the words 'or any foreign corporation or any corporation under foreign control' appearing at lines 4, 5 and 6 of sub-article 4(a); and

ii) By deleting the existing sub-article 4(b) and inserting in place thereof the following;

No person other than a Malaysian citizen shall be qualified to hold .office as a chief executive officer (by whatever name called) or Secretary of the Company and no person other than a Malaysian citizen or no body corporate or firm which is not controlled by Malaysian citizens shall be appointed as Auditor of the Company;

and that the amended Article 4 shall read as follows :- .

4 (a) The Company shall not enter into any merger amalgamation or other arrangement which will have the effect of transferring the management or control of the Company to any Foreigner.

(b) No person other than a Malaysian citizen shall be qualified to hold office as a chief executive officer (by whatever name called) or Secretary of the Company and no person other than a Malaysian citizen or no body corporate or firm which is not controlled by Malaysian citizens shall be appointed as Auditor of the Company.

iii. ARTICLE 5(a)

That the existing Article 5(a) which reads as follows:~·

5(a) The Directors shall ensure that not less than fifty one (51) per cent of the shares in the Company shall at all times consist of or be issued or allotted to and registered in the name of the Federal or State Governments or Bumiputra Institution or body corporate, being Bumiputra companies and not being corporations under foreign control, duly approved for the purpose of this Article by the Minister.

j 423~5~ [ X[

3

The Directors shall further ensure that the shares so issued, allotted to or registered shall not thereafter at any time be assigned or transferred to or held by anybody or institution which is not abovestated.

be deleted in its entirety and that the following be inserted in place thereof:-

5 (a) The Directors shall ensure that not Jess than fifty one (51) per cent · of the shares in the Company shall at all times be held by or be issued or allotted to and registered in the name of the Federal or State Governments or Bumiputra Institutions or bodies corporate, being Bumiputra companies and not being a Foreigner, duly approved for the purpose of this Article by the Minister.

The Directors shall further ensure that the shares so issued, allotted to or registered shall not thereafter at any time be assigned or transferred to or held by anybody or institution which is not abovestated.

iv. ARTICLE 7

That the existing Article 7 be amended by inserting a new sub-article (g) to read as follows:~

7 (g) Where the capital of the Company consists of shares of different monetary denominations, voting rights shall be prescribed in such a manner that a unit of capital in each class, when reduced to a common denominator, shall carry the same voting power when such right is exercisable.

v. ARTICLE 8

That the existing Article 8 be amended by inserting the following new Article S(vi) immediately after the existing Article S(v) :-

Notwithstanding anything to the contrary in these Articles but subject always to the provisions of the Act and the requirements of the Kuala Lumpur Stock Exchange or any other Exchange on which the Company's shares are listed and/or any other relevant authority, the Company may buy ordinary shares in itself. Any ordinary shares in the Company so purchased by the Company shall be dealt with as provided by the Act and the requirements of the Kuala Lumpur Stock Exchange or any other Exchange on which the Company's shares are listed and/or any other relevant authority.

4

vi. ARTICLE 21(a)

That the existing Article 21 (a) be amended by deleting the words 'and as' appearing at line 2 and by substituting the word 'The' appearing at line 6 with the word 'the' and that the amended Article 21 (a) shall read as follows:-

21. (a) Subject to the restrictions of these Articles and as otherwise provided under the Rules and the Central Depositories Act, shares shall be transferable but every transfer must be in writing and in such form approved from time to time by the Kuala Lumpur Stock Exchange or any other Exchange on which the Company's shares are listed.

vii. ARTICLE 21 (g)

That the existing Article 21 (g) be amended by inserting the words 'together with the certificate' immediately after the word 'transfer' appearing at line 2 and by deleting the words 'together with the certificate of the shares to be transferred' appearing at lines 3 and 4 and that the amended Article 21 (g) shall read as follows:- ·

21 (g) For the purpose of registration every instrument of transfer together with the certificate shall be left at the office of the Company's registrar and such other evidence as the Company may require to prove the title of the transferor or his right to transfer the shares.

viii. ARTICLE 26 (c) (i)

Thai the existing Article 26 {c) (i) be amended by substituting the words 'the aforesaid notice must be served by him oh the Central Depository' appearing at lines 7 and 8 with the words 'he shall do so in accordance with the Rules' and that the amended Articles. 26(c) (i) shall read as follows:-

lf the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects , provided that where the share is a Deposited Security and the person becoming so entitled elects to have the share transferred to him he shall do so in accordance with the Rules.

I' i· 1· i

'.,

'! . ,ii I

,, I .1,I I

1423858 1 xi 5

ix. ARTICLE 27(a)

That the existing Article 27(a) be amended by deleting in its entirety the penultimate paragraph thereof which reads as follows:-

"foreigners" includes foreign corporation and corporation and corporation under foreign control and persons who are not Entitled Person as defined under Article 2.

and by inserting the following additional definitions:-

'written procedures' means the written procedures established by the Company pursuant to Regulation 5 of the Foreign Ownership Regulations.

"entitled Foreigner" means a Foreigner who is determined in accordance with the written procedures to be entitled to Rights and Obligations including the right to vote at general meetings of the Company.

"non-entitled For!3igner" means a Foreigner who is determined in accordance with the written procedures to be entitled to all the Rights and Obligations except the right to vote at general meetings of the Company.

and that the amended Article 27 (a) shall read as follows:-

27(a) In this Article :-

'person' includes an individual, body of persons (corporate or unincorporate), government and statutory body corporation or authority but does not include the Federal Government of Malaysia or any one acting on its behalf;

'Associate' in relation to any person (below referred to in this definitions as the "first named person"), means :-

(i) a body corporate (whether registered in Malaysia or elsewhere) of which one half or more of the voting power exercisable at any general meeting of the body corporate may be exercised or controlled, or of which one half or more of the Directors are appointed (or can be appointed), in either case by the first named person (alone or with any Associate of the first named person); or

.,, C

---t4~}-8-58-&-11--------------------6

(ii) any other person who has (whether or not in a manner which is legally binding) agreed or committed himself or become obliged or arranged to exercise or refrain from exercising any rights attaching to any share, or any power to dispose of or retain any share or any interest therein in accordance with the suggestions, instructions or directions of the first named person (or of any other · Associate of the first named person).

Provided that where a person has been appointed to act as the proxy for the first n,amed person to vote at a meeting of the Company such proxy for the first named person shall not be the Associate of the other by reason solely of such appointment; or

(iii) in the case where the first named person is a government or government department or agency or body, such government or any other department agency or body of such government or any body corporate which is an Associate of any of the same by virtue of (i) above; or

(iv) in the case where the first named person is a trustee of any trust, any or all of the other trustees, any or all settlors of such trust and any or all beneficiaries (including contingent beneficiaries) under such trust; or

(v) in the case where the first named person is a body corporate, any director of such body corporate and vice versa;

and any Associate of the first named person shall (unless the Directors otherwise determine} be deemed also to be an Associate of all other Associates of the first named person.

'control' means to be in the position of such a person as is the first named person in paragraph (ii) of "Associate" above.

"entitled Foreigner" means a Foreigner who is determined in accordance with the written procedures to be entitled lo Rights and Obligations including the right to vote at general meetings of the Company.

"non-entitled Foreigner" means a Foreigner who is determined in accordance with the written procedures to be entitled to all the Rights and Obligations except the right to vote at general meetings of the Company.

I

I

.,I 'I ,i ii : li '

i ·' I

'written procedures' means the written procedures established by the Company pursuant to Regulation 5 of the Foreign Ownership Regulations.

x. ARTICLE 27 (b)

That the existing Article 27(b) which reads as follows:-

27(b) The total number of shares that may be held by foreign.ers at any particular time shall not exceed thirty (30) per cent of all the shares of the Company then in issue arid the Company shall make quarterly announcements by telex or confirmed facsimile to the Kuala Lumpur Stock Exchange or any other Exchange in which the Company's shares are listed in respect of such shareholding.

PROVIDED THAT when such shareholding reaches the maximum thirty (30) per cent limit the announcement ·in respect of the said shareholding shall be made immeciiately.

be deleted in its entirety and that the following be inserted in place thereof:-

27(b) Rights and obligations attaching to shares heid by Foreigners shall be determined in accordance with the written procedures.

The total number of shares held by foreigners to be determined to be entitled to Rights and Obligations, including the right to vote at general meetings of the Company in accordance with the written procedures shall not at any particular time exceed thirty (30) per cent of all the shares .of the Company then in issue. The Company shall make quarterly announcements by confirmed telex or facsimile to the Kuala Lumpur Stock Exchange or any other Exchange in which the Company's shares are listed in respect of the total number of shares held by Foreigners setting out the percentage of shares held by entitled Foreigners, which shall be within the prescribed limit and the shares held by non-entitled Foreigners, if any, respectively."

xi. ARTICLE 27(d)

That the existing Article 27(d) be amended by inserting the words 'in accordance with the provision of written law' immediately after the word 'person' appearing at line 4 and that the amended Article 27(d) shall read as follows:-

27 (d)

xii. ARTICLE 65

65

8

If it appears to them that in relation to any person the limitations set out in (b) and/or (c) above may be exceeded the Directors shall be entitled to refuse to register any shares in the name of that person in accordance with the provisions of written law unless there shall first have been given to them a declaration (in such form as the Directors shall from time to time prescribe) stating the total number of shares held by that person and his Associates (and the names of such Associates) and the total voting rights exercisable by him and his Associates (and the names of such Associates) on a poll at general meetings of the Company and the Directors are satisfied as to the contents thereof.

That the existing Article 65 be amended by substituting the word 'thirteen' appearing at line 6 with the word 'fifteen' and that the amended Article 65 shall read as follows :-

The Company may from lime to time by ordinary resolution passed at a general meeting increase or reduce the number of Directors and may also determine in what rotation the increased or reduced number is to go out of office. Until and otherwise determined as aforesaid the number of Directors shall not be less than five nor more than fifteen.

(This document is lodged on be,half of the company by FADZIL BIN YUSOFF (LS 01264) of 9th Floor, Menara Tun Razak, Jal an Raja Laut, 50350 Kuala Lumpur. Tel No. 2935566)

FORNI I I Companiscs Act I''·>:'

>iOTICE OF RESOLl.'TJ!_i\ BEvlB HOLDINGS BI':RH.-\D

To the Registrar of Companies.

.--:._,..:Li,"!!

At a general meeting of1he members of BI~YlE :-:10LDI~·iG.) BE:R~-L-~D -::Li:·

convened and held at 9th Floor\ l\'{enara Tun Raz:L{, .Jal:Jn R:1j~1 2-~n:r. 2'1.3.5G .:-~:.1:;.J~

Lumpur 0n ,he 5th dav of .July 1997 the speci~. reso1ut;cn ;c,: •:Ln :n °':c cu,ns::;_cr·=

marked \vith rhe krrer "A" and signed by me for :-,q;1:,c:,::·-~ :,f :·-=:-: :, ... .:: ... , , .... ·-,;:-:..:. ......... .

passed.

Dated this 10th dav of .fob : '·9~

f.-\LZIL s;~...;

S:I\IS

!This document is lodged on behalf of the rnrnpc11 1 :- ·,. l)lc6-!1 ,)f9th Floor. \,[emra Tun Razak_ hlan Re1::.1 :_ ,1,t. No. _2l)~556()

,_, .... ·--

(This is the annexure marked "A" referred to in the notice of resolution signed by me on the 10th day of July 1997)

~ FADZIL BIN YUSOFF (LS 01264)

Secretary BIMB HOLDINGS BER.HAD

Pindaan kepada Artikel 65 Tataurusan Persatuan Syarikat RESOLUSIKHAS

DIPUTUSKAN

Bahawa tataurusan Persatuan Syarikat dipinda seperti berikut:-

Artikel 65 yang sediada dipinda dengan menggantikan perkataan 'eleven' dibaris keenam dengan 'thirteen' dan Artikel 65 yang dipinda hendaklah dibaca seperti berikut:-

The Company may from time to time by ordinary resolution passed at a general meeting increase or reduce the number of Directors and may also determine in what rotation the increased or reduced number is to go out of office. Until and otherwise determined as aforesaid the number of Directors shall not be less than five nor more than thirteen.

(TlJis docwnent is lodged on behalf of the company by FADZIL BIN YUSOFF (LS O 1264) of 9th Floor, Menara Tun Razak, Jalan Raja Laut, 50350 Kuala

----------btlffij,UF-,--T-€-l--No--J9llioo.)------------------------------------------------

THE COMPANIES ACT, 1965

PUBLIC COMP ANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF


1. The name of the Company is "BIMB HOLDINGS BERHAD".

7 The Registered Office of the Company will be situate in Malaysia.

3. All businesses of the Company will be transacted in accordance with Islamic principles, rules and practices.

4. The objects for which the Company is established are :-

(!) To acquire upon such terms as the Company think fit, all or any of the stock, shares and securities of, and the whole of or any interest in the undertaking of any company, firm or person carrying_ on.lslamic _banking business, or any Takaful business or any business of deali;;:g in securiti~s or as an investment holding company or as investment advisers or as a management company as defined in Section 84( 1) of the Act, or as trustees or nominees, whether the same are carried on together with any other business or not, and to carry on the same or any similar business.

(:Z) To carry on business as an investor and to engage in investment activities generally and in particular (but without prejudice to the generality of the foregoing words) to take and hold or otherwise acquire shares, stocks, debentures, debenture stocks, bond obligations and securities issued or guaranteed by any other company constituted or carrying on business in Malaysia or elsewhere and debentures and debenture stocks, bonds. obligations and securities issued or guaranteed by any government, sovereign. ruler. commissioners, public body or authority. supreme, municipal, local or otherwise, whether at home or abroad.

(3) To raise and borrow money by the issue of shares, stocks, debentures, debenture stocks, bonds, obligations. deposit notes, transferable subscription rights, warrants and otherwise howsoever and to underwrite any such issue.

( 4) To carry on the business of capitalists. financiers and concessionaires, and to undertake. carry on and execute all kinds of financial, commercial, trading and similar operations.

:z

( 5) To act as managers of portfolio investments, agents, trustees or brokers for the sale and purchase of any stocks, shares, investments or securities or in or for any other monetary or mercantile transactions and provide corporate advisory services.

(6) To carry on the business of buying, selling, leasing or letting on hire, hire-purchase or easy payment system of, manufacturers and contractors of and dealers in manufacturing and production machinery, business machines, vessels, aircraft and retail store facilities for use in all industrial commercial fields, computers, agricultural implements and machinery of all sorts, household or office fumiture, domestic or business appliances, motor- vehicles of all kinds and descriptions, building materials and all other things of whatsoever nature or description capable of being used therewith.

(7) To guarantee the payment of any money or the discharge or performance of any obligation by any government, provincial or local authority, governing body, person, firm, corporation or other association, a:nd to give and take counter guarantees.

(8) To issue on commission, subscribe for, take. acquire and hold, sell, exchange and deal in shares, stocks, bonds, and securities of any government, state, company, corporation, municipal or local or other body or authority and to buy or otherwise acquire, hold, issue, place or sell or otherwise deal in stocks, shares, bonds, and securities of all kinds and to give any guarantee or security in relation thereto or otherwise in connection with any stocks, shares, bonds, or securities.

(9) To act as agents for any government or other authority and for public or privme bodies or persons.

( I 0) To act as agents for the issue of any loan by and to, issue and place any stocks, bonds. shares, or securities of any sovereign state or authorities, supreme, local, or otherwise, and to transact all kinds of agency business, and in particular to collect debts and negotiate loans and generally to carry on and undertake any business transaction commonly carried on or undertaken by promoters of companies, financiers, concessionaires, contractors for public works. capitalists, merchant or traders.

( 11) To buy, sell, alter, repair, exchange, deal in and finance the sale of furniture. apparatus, machinery, materials, goods and articles of every description, to hire out or sell any of the same on the hire-purchase system and to carry out by contract or otherwise any work connected therewith.

3

(12) To amalgamate with any company having objects altogether or in part similar to those of this Company and to enter into partnership or into any arrangements for sharing profits, union of interests, co-operation, joint venture or reciprocal concession, with any person or company carrying on or engaged in, any business or transaction which this Company is authorised to carry on or engage in, or any business or transaction capable of being conducted so as directly or indirectly to benefit this Company; and to lend money to, guarantee the contracts of, or otherwise assist, any such person or company, and take or otherwise acquire shares and securities of any such company, and to sell, hold, re-issue with or without guarantee, or otherwise deal with the same.

( 13) To form, promote, subsidise, and assist companies, syndicates and partnerships of all kinds.

(14) To carry on the business of buyers, sellers, importers, exporters, manufacturers of, and dealers in motor cars, cabs, omnibuses, bicycles, sidecars, vans, tmcks, lorries and other vehicles of every description and all kinds of apparatus and conveyances for the transportation by land, sea or air of passengers, produce of goods (whether propelled or moved by spirit, oil, vapour, steam, electricity, or other motive or mechanical power) and of and in all parts thereof and accessories thereto respectively and also of and in all kinds of plant, machinery, appliances, apparatus, implements, tools, utensils, lamps, oils, petrol, spirit and other propelling agents and of and in all

pejabat pendaftar syarikat i...telah diperbadankan di bawah akta syarikat 1965, pada dan mulai dari...

Documents