PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold your shares or transferred all your ordinary shares in Ingress Corporation Berhad, please hand this Circular and the Form of Proxy immediately to the person through whom the sale or transfer of shares was effected for transmission to the transferee. Bursa Malaysia Securities Berhad has not perused this Circular in respect of the Proposed Amendments to the Articles of Association of the Company as it is prescribed as exempt circular and takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. CIRCULAR TO THE SHAREHOLDERS OF (Incorporated in Malaysia under the Companies Act, 1965) IN RELATION TO THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION The special resolution in respect of the above proposal will be tabled at the Fourteenth (14 th ) Annual General Meeting (AGM) of the Company. The Notice of the AGM and the Form of Proxy of Ingress Corporation Berhad is enclosed in the 2012/2013 Annual Report ( 2012/2013 Annual Report ) despatched together with this Circular. The AGM will be held on Wednesday, 24 July 2013 at The Royale Boardroom, Level 2, The Royale Bintang Damansara, 2, Jalan PJU 7/3, Mutiara Damansara, Petaling Jaya, Selangor Darul Ehsan at 11:00 a.m. The Form of Proxy, which is enclosed in the 2012/2013 Annual Report, should be lodged at the Registered Office of the Company at Lot 2778, 5th Floor, Jalan Damansara, Sungai Penchala, Kuala Lumpur, at least forty-eight (48) hours before the time appointed for holding the AGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so. Last date and time for lodging the Form of Proxy : Monday, 21 July 2013 at 11:00 a.m. Date and time of the AGM : Wednesday, 24 July 2013 at 11:00 a.m. This Circular is dated 3 July 2013

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular: Act Articles AGM Board Bursa Securities Ingress or the Company Ingress Group or the Group Listing Requirements Proposed Amendments : The Malaysian Companies Act, 1965 as amended from time to time and any re-enactment thereof : The Articles of Association of the Company : Annual General Meeting : Board of Directors of Ingress : Bursa Malaysia Securities Berhad (Company No.: W) : Ingress Corporation Berhad (Company No.: K) : Ingress and its subsidiary companies : Main Market Listing Requirements of Bursa Malaysia : Proposed amendments to the Articles of Association of the Company as set up in Part A of this Circular Words denoting the singular number only shall include the plural and also vice-versa and words denoting the masculine gender shall, where applicable, include the feminine gender, neuter gender and vice versa. Reference to persons shall include corporations. [The rest of this page is intentionally left blank] i

3 TABLE OF CONTENTS PAGE LETTER TO THE SHAREHOLDERS OF INGRESS CONTAINING: 1. INTRODUCTION 1 2. DETAILS AND RATIONALE OF THE PROPOSED AMENDMENTS 2 3. FINANCIAL EFFECTS OF THE PROPOSED AMENDMENTS 2 4. APPROVAL REQUIRED 2 5. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS 2 6. DIRECTORS RECOMMENDATION 2 7. AGM 2 8. FURTHER INFORMATION 3 APPENDICES PART A DETAILS OF THE PROPOSED AMENDMENTS 4-7 PART B FURTHER INFORMATION 8 9 PART C RESOLUTION TO APPROVE THE PROPOSED AMENDMENTS 10 [The rest of this page is intentionally left blank] ii

4 (Incorporated in Malaysia under the Companies Act, 1965) Registered Office: Lot 2778, 5 th Floor Jalan Damansara, Sungai Penchala Kuala Lumpur Malaysia 3 July 2013 Board of Directors: Samad bin Kassim (Chairman / Independent Non-Executive Director) Datuk (Dr.) Rameli bin Musa (Executive Vice Chairman / Non-Independent Executive Director) Dato Vaseehar Hassan bin Abdul Razack (Independent Non- Executive Director) Dato Ibrahim bin Ab. Rahman (Independent Non-Executive Director) Abdul Khudus bin Mohd Naaim (Independent Non-Executive Director) Mohamad bin Hassan (Independent Non-Executive Director) Ungku Farid bin Ungku Abd Rahman (Non-Independent Executive Director) Abdul Rahim bin Hj. Hitam (Non-Independent Executive Director) To: The Shareholders of Ingress Corporation Berhad Dear Sir/Madam, PROPOSED AMENDMENTS TO THE COMPANY S ARTICLES OF ASSOCIATION 1. INTRODUCTION On 26 June 2013 the Company announced that it wishes to seek approval from the shareholders of Ingress for the Proposed Amendments to the Articles of Association of the Company. The purpose of this Circular is to provide you with the details of the Proposed Amendments and to seek your approval for the special resolution to be tabled at the forthcoming Fourteenth Annual General Meeting ( AGM ) of Ingress to be held on Wednesday, 24 July 2013 at The Royale Boardroom, Level 2, The Royale Bintang Damansara, 2, Jalan PJU 7/3, Mutiara Damansara, Petaling Jaya, Selangor Darul Ehsan at 11:00 a.m. The Notice of the AGM, together with the Form of Proxy, is enclosed in the 2012/2013 Annual Report of the Company dated 3 July 2013 ( 2012/2013 Annual Report ). Bursa Securities has not perused this Circular prior to its issuance as the Proposed Amendments fall under the category of Exempt Circulars. The purpose of this Circular is to provide the shareholders with relevant information on the Proposed Amendments and to seek your approval for the special resolution pertaining the Proposed Amendments to be tabled at the forthcoming AGM of the Company to give effect to the Proposed Amendments. 1

5 THE SHAREHOLDERS OF INGRESS ARE ADVISED TO READ THE CONTENTS AND THE APPENDICES OF THIS CIRCULAR AND TO CONSIDER CAREFULLY THE DIRECTORS RECOMMENDATION BEFORE VOTING ON THE SPECIAL RESOLUTION TO GIVE EFFECT TO THE PROPOSED AMENDMENTS. 2. DETAILS AND RATIONALE OF THE PROPOSED AMENDMENTS The details of the Proposed Amendments are set out in Part A of the Appendix to this Circular. The Proposed Amendments would enable the Company to align its Articles of Association with the Listing Requirements and also update the Articles for further clarity and reflective of the current practices. 3. FINANCIAL EFFECTS OF THE PROPOSED AMENDMENTS The Proposed Amendments will not have any effect on the issued and paid-up share capital, net assets, gearing, substantial shareholders shareholdings, earnings and dividends of the Company. 4. APPROVAL REQUIRED The Proposed Amendments are subject to the approval of the shareholders of Ingress at the forthcoming AGM of the Company. 5. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the Directors and major shareholders of the Company and/or persons connected to them have any interest, direct or indirect, in the Proposed Amendments. 6. DIRECTORS RECOMMENDATION The Board, having considered all aspects of the Proposed Amendments, is of the opinion that the Proposed Amendments are in the best interest of the Company. Accordingly, the Board recommends that you vote in favour of the Special Resolution pertaining to the Proposed Amendments to be tabled at the forthcoming AGM of the Company. 7. AGM The Special Resolution on the Proposed Amendments will be tabled under Special Business at the AGM of the Company, the notice of which is enclosed in the 2012/2013 Annual Report. The AGM will be held at The Royale Boardroom, Level 2, The Royale Bintang Damansara, 2, Jalan PJU 7/3, Mutiara Damansara, Petaling Jaya, Selangor Darul Ehsan at 11:00 a.m. or at any adjournment thereof. If you are unable to attend and vote in person at the AGM, you should complete, sign and return the Form of Proxy which is also enclosed in the 2012/2013 Annual Report in accordance with the instructions printed therein as soon as possible, so as to arrive at the registered office of the Company not less than forty-eight (48) hours before the time appointed for holding the AGM. The lodgement of the Form of Proxy will not preclude you from attending and voting in person at the AGM should you subsequently wish to do so 2

6 8. FURTHER INFORMATION Shareholders are requested to refer to the attached Appendices for further information. Yours faithfully, For and on behalf of the Board of Directors INGRESS CORPORATION BERHAD SAMAD BIN KASSIM Chairman Independent Non-Executive Director [The rest of this page is intentionally left blank] 3

7 PART A DETAILS OF THE PROPOSED AMENDMENTS The Proposed Amendments are set out below: ARTIC LE EXISTING ARTICLE PROPOSED AMENDMENTS RATIONALE Article 2 Interpretation (New Provision) Interpretation Authorised Nominee refers to an authorised nominee defined under Central Depositories Act. is proposed for clarity Article 2 Interpretation (New Provision) Interpretation Exempt Authorised Nominee refers to an authorised nominee defined under Central Depositories Act which is exempted from compliance with the provisions of subsection 25A(1) of Central Depositories Act. is proposed for clarity and to comply with the provisions of the amended Listing Requirements Article 2 Interpretation (New Provision) Interpretation Omnibus Account means Securities Account in which ordinary shares are held in the Company for multiple beneficial owners in one securities account. is proposed for clarity and to comply with the provisions of the amended Listing Requirements Article 32 Transmission of securities from foreign register Transmission of securities from foreign register 1. Where:- 1. Where:- is proposed for clarity (a) the securities of a Company are listed on other stock exchange; and (a) the securities of a Company are listed on other stock exchange; and (b) such company is exempted from compliance with section 14 of the Securities Industry (Central Depositories) Act 1991 or Section 29 of the Securities Industries (Central Depositories) (Amendment) Act 1998, as the case may be, under the Rules of the Bursa Depository in respect of such securities, such company shall, upon request of a securities holder, permit a transmission of securities held by such securities holder from the register of holders maintained by the registrar of the Company in the jurisdiction of the other stock exchange (herein after to as the Foreign Register ), to the Register of holders maintained by the Registrar (b) such company is exempted from compliance with section 14 of the Securities Industry (Central Depositories) Act 1991 or Section 29 of the Securities Industries (Central Depositories) (Amendment) Act 1998, as the case may be, under the Rules of the Bursa Depository in respect of such securities, such company shall, upon request of a securities holder, permit a transmission of securities held by such securities holder from the register of holders maintained by the registrar of the Company in the jurisdiction of the other stock exchange (herein after to as the Foreign Register ), to the Register of holders maintained by the Registrar of the Company in Malaysia (hereinafter referred to as the Malaysian Register ) 4

8 ARTIC LE Article 55 EXISTING ARTICLE PROPOSED AMENDMENTS RATIONALE of the Company in Malaysia (hereinafter referred to as the Malaysian Register ) with provided that there shall be no change in the ownership of such securities. (i) There shall be no change in the ownership of Securities; and Repayment of preference shares by special resolution with provided that there shall be no change in the ownership of such securities. (i) There shall be no change in the ownership of Securities; and Repayment of preference shares by special resolution Notwithstanding Articles 64 hereof the repayment of preference share capital other than redeemable preference capital, or any other alteration of preference shareholder rights shall only be made pursuant to a special resolution of the preference shareholders concerned PROVIDED ALWAYS that there where the necessary majority for such a special resolution is not obtained at the meeting, consent in writing if obtained from the holders of three-fourths of the preference capital concerned within two (2) months shall be as valid and effectual as a special resolution carried at a meeting. Notwithstanding Articles 64 hereof the repayment of preference share capital other than redeemable preference capital, or any other alteration of preference shareholder rights shall only be made pursuant to a special resolution of the preference shareholders concerned PROVIDED ALWAYS that there where the necessary majority for such a special resolution is not obtained at the meeting, consent in writing if obtained from the holders of three-fourths of the preference capital concerned within two (2) months shall be as valid and effectual as a special resolution carried at a meeting. is proposed for clarity Article 65 Notices of meetings Notices of meetings The notices convening meetings shall specify the place, day and hour of the meeting, and shall be given to all shareholders, at least 14 days before the meeting or at least 21 days before the meeting where any special resolution is to be proposed or where any special resolution is to be proposed or where it is an annual general meeting. Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolution in respect of such special businesses. At least 14 days' notice or at least 21 days before the meeting where any special resolution is to be proposed or where it is an annual general meeting of every such meeting shall be given by advertisement at least one (1) nationally circulated Bahasa Malaysia or English daily newspaper and writing to each Stock Exchange upon which the Company is listed. a. The company shall request the Bursa Depository in accordance with the Rules of the Bursa Depository, to prepare a Record of The notices convening meetings shall specify the place, day and hour of the meeting, and shall be given to all shareholders, at least 14 days before the meeting or at least 21 days before the meeting where any special resolution is to be proposed or where any special resolution is to be proposed or where it is an annual general meeting. Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolution in respect of such special businesses. At least 14 days' notice or at least 21 days before the meeting where any special resolution is to be proposed or where it is an annual general meeting of every such meeting shall be given by advertisement at least one (1) nationally circulated Bahasa Malaysia or English daily newspaper and writing to each Stock Exchange upon which the Company is listed. a. The company shall request the Bursa Depository in accordance with the Rules of the Bursa Depository, to prepare a Record of Depositories to whom notices of General Meetings 5 is proposed for clarity

9 ARTIC LE EXISTING ARTICLE PROPOSED AMENDMENTS RATIONALE Depositories to whom notices of General Meetings shall be given by the Company. b. The company shall request the Bursa Depository in accordance with the Rules of the Bursa Depository, to prepare a Record of Depositories as at to date not less than three (3) market days before the general meeting (hereinafter referred to as the General Meeting Record of Depositors".) c. Subject to the Securities Industry (Central Depositories) (Foreign Ownership) Regulations, 1996 (where applicable), a depositor shall not be regarded as a member entitled to attend all general meeting and to speak and vote thereat unless his name appears in the General Meeting Record of Depositors. shall be given by the Company. b. The company shall request the Bursa Depository in accordance with the Rules of the Bursa Depository, to prepare a Record of Depositories as at to date not less than three (3) market days before the general meeting (hereinafter referred to as the General Meeting Record of Depositors".) c. Subject to the Securities Industry (Central Depositories) (Foreign Ownership) Regulations, 1996 (where applicable), a depositor shall not be regarded as a member entitled to attend all general meeting and to speak and vote thereat unless his name appears in the General Meeting Record of Depositors. Article 88 Appointment of two or more proxies A shareholder may appoint more than two (2) proxies to attend the same meeting. Where a shareholder appoints two (2) or more proxies, he shall specify the proportion of his shareholdings to be represented by each party. Where a member of the Company is an authorised nominee as defined under Securities Industry (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 standing to the credit of the said securities account. Appointment of two or more proxies Proxy Subject to sub-articles 88(1) and 88(2), a member shareholder may shall not be entitled to appoint more than two (2) proxies to attend and vote at the same meeting. Where a shareholder appoints two (2) or more proxies, he shall specify the proportion of his shareholdings to be represented by each party. (1) Where a member of the Company is an Authorised Nominee as defined under Securities Industry (Central Depositories) Act 1991, it may appoint at least one proxy (but not more than two proxies) in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account. The appointment of two (2) proxies in respect of any particular Securities Account shall be invalid unless the Authorised Nominee specifies the proportion of its shareholding to be presented by each proxy. is proposed to comply with the provisions of paragraph 7.21 of the amended Listing Requirements 6

10 ARTIC LE EXISTING ARTICLE PROPOSED AMENDMENTS RATIONALE (2) Where a member of the Company is an Exempt Authorised Nominee who holds ordinary shares in Omnibus Account, there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each Omnibus Account it holds. The appointment of two (2) or more proxies in respect of any particular Omnibus Account shall be invalid unless the Exempt Authorised Nominee specifies the proportion of its shareholding to be presented by each proxy. Article 88A Qualification and Rights of Proxy to Speak (New provision) A shareholder may appoint any person to be his proxy without any restrictions as to the qualifications of the proxy. A proxy appointed to attend and vote instead of a member shall be accorded the same rights as the member to speak at the general meeting. is proposed to comply with the provisions of paragraph 7.21A of the amended Listing Requirements [The rest of this page is intentionally left blank] 7

11 PART B FURTHER INFORMATION 1. DIRECTORS RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Board of Ingress and they, collectively and individually, accept full responsibility for the accuracy of the information given and confirm that after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading. 2. MATERIAL LITIGATION, CLAIMS OR ARBITRATION Neither Ingress nor its subsidiary companies are engaged in any material litigations, claims or arbitration, either as plaintiff or defendant and the directors do not have any knowledge of any proceedings, pending or threatened, against the Ingress Group or of any facts likely to give rise to any proceedings which might materially affect the position or business of the Ingress Group. 3. MATERIAL CONTRACTS Save as disclosed below, there are no material contracts (not being contracts entered into in the ordinary course of business) which have been entered into by the Company or its subsidiary companies within two (2) years immediately preceding the date of this Circular: (i) (ii) (iii) Sale and Purchase of Shares Agreement dated 16 February 2011 between the Company and Shahruddin bin Salehuddin & Arif Feizal bin Bahari for the disposal of the entire 49% equity shares owned by the Company in Maju Nusa Sdn Bhd; Consolidated, amended and restated Joint Venture Agreement dated 5 May 2011 between Ingress Precision Sdn Bhd ( IPSB ) and PT Tidar Adyagiri Sakti ( PT Tidar ) relating to the matters provided in the Joint Venture Agreement dated 24 June 2003 for the setting up of PT Ingress Malindo Ventures ( PT IMV ); Share Purchase Agreement dated 21 September 2011 between IPSB, Katayama Kogyo Co., Ltd. ( KK ) and Yonei & Co., Ltd. ( Yonei ) for the disposal of 35% equity shares held by IPSB in PT IMV; (iv) Consolidated, amended and restated Joint Venture Agreement dated 13 October 2011 between IPSB, PT Tidar, KK and Yonei pursuant to the matters provided in the Sale and Purchase Agreement dated 21 September 2011; and (v) Shares Sale Agreement dated 7 December 2012 between the Company and CES Co. Ltd. for the acquisition of 30% shares held by CES Co. Ltd in Ingress CES Sdn Bhd. 4. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection during normal office hours on weekdays (except public holidays) at the registered office of Ingress at Lot 2778, 5 th Floor, Jalan Damansara, Sungai Penchala, Kuala Lumpur from the date of this Circular up to and including the date of the AGM: 8

12 (i) The Memorandum and Articles of Association of Ingress; (ii) Audited financial statements of Ingress for the past three (3) financial years ended 31 January 2010 to 2013 and the unaudited results for the three (3) months period ended 30 April 2013; and (iii) Material contracts referred to in section 3 above. [The rest of this page is intentionally left blank] 9

13 PART C RESOLUTION TO APPROVE THE PROPOSED AMENDMENTS SPECIAL RESOLUTION Proposed Amendments to the Articles of Association of the Company THAT the Proposed Amendments to the Articles of Association of the Company ( Proposed Amendments ) as set out in Part A of the Circular to Shareholders dated 3 July 2013 be and hereby approved and adopted AND THAT the Directors and the Secretaries of the Company be and hereby authorised to take all steps as are necessary and expedient in order to implement, finalize and give full effect to the Proposed Amendments. Note: The above resolution is for information purposes only. Please refer to the AGM Notice as set out in the 2012/2013 Annual Report, which has been despatched together with this Circular. [The rest of this page is intentionally left blank] 10