(Company No T) (Incorporated in Malaysia) AMENDMENTS. To: The Shareholders of Affin Bank Berhad
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- Bartholomew Perkins
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1 (Company No T) (Incorporated in Malaysia) AMENDMENTS To: The Shareholders of Affin Bank Berhad Dear Sir/Madam Reference is made to the 2017 Annual Report of Affin Bank Berhad. We wish to inform the following amendments arising from the change in The Bank of East Asia, Limited Nominee Director which entails the resignation of Mr. Tang Peng Wah with effect from 17 April 2018 and the appointment of Mr. Joseph Yuk Wing Pang as Non-Independent Non-Executive Director of Affin Bank Berhad with effect from 18 April 2018:- Annual Report Abridged version Section Page Existing Amendments 1. Notice of Annual General Meeting Page To re-elect the following Directors who retire pursuant to Article 124 of the 3. To re-elect the following Directors who retire pursuant to Article 124 of the 3.1 Gen Dato Seri DiRaja Tan Sri (Dr.) 3.1 Gen Dato Seri DiRaja Tan Sri (Dr.) Resolution 2 Resolution Mr. Tang Peng Wah 3.2 Dato Mohd Hata bin Robani Resolution 3 Resolution Dato Mohd Hata bin Robani 3.3 Dato Abdul Aziz bin Abu Bakar Resolution 4 Resolution Dato Abdul Aziz bin Abu Bakar 3.4 Mr. Ignatius Chan Tze Ching Resolution 5 Resolution Mr. Ignatius Chan Tze Ching 3.5 Mr. Joseph Yuk Wing Pang Resolution 6 Resolution 6 2. Form of Proxy - Re-election of the following Directors in accordance with Article 124 of the Re-election of the following Directors in accordance with Article 124 of the (i) Gen Dato Seri DiRaja Tan Sri (Dr.) (ii) Mr. Tang Peng Wah (iii) Dato Mohd Hata bin Robani (iv) Dato Abdul Aziz bin Abu Bakar (v) Mr. Ignatius Chan Tze Ching (i) Gen Dato Seri DiRaja Tan Sri (Dr.) (ii) Dato Mohd Hata bin Robani (iii) Dato Abdul Aziz bin Abu Bakar (iv) Mr. Ignatius Chan Tze Ching (v) Mr. Joseph Yuk Wing Pang
2 Annual Report Full version Section Page Existing Amendments 1. Notice of Annual General Meeting Page To re-elect the following Directors who retire pursuant to Article 124 of the 3. To re-elect the following Directors who retire pursuant to Article 124 of the 3.1 Gen Dato Seri DiRaja Tan Sri (Dr.) 3.1 Gen Dato Seri DiRaja Tan Sri (Dr.) Resolution 2 Resolution Mr. Tang Peng Wah 3.2 Dato Mohd Hata bin Robani Resolution 3 Resolution Dato Mohd Hata bin Robani 3.3 Dato Abdul Aziz bin Abu Bakar Resolution 4 Resolution Dato Abdul Aziz bin Abu Bakar 3.4 Mr. Ignatius Chan Tze Ching Resolution 5 Resolution Mr. Ignatius Chan Tze Ching 3.5 Mr. Joseph Yuk Wing Pang Resolution 6 Resolution 6 2. Form of Proxy - Re-election of the following Directors in accordance with Article 124 of the Re-election of the following Directors in accordance with Article 124 of the (i) Gen Dato Seri DiRaja Tan Sri (Dr.) (ii) Mr. Tang Peng Wah (iii) Dato Mohd Hata bin Robani (iv) Dato Abdul Aziz bin Abu Bakar (v) Mr. Ignatius Chan Tze Ching (i) Gen Dato Seri DiRaja Tan Sri (Dr.) (ii) Dato Mohd Hata bin Robani (iii) Dato Abdul Aziz bin Abu Bakar (iv) Mr. Ignatius Chan Tze Ching (v) Mr. Joseph Yuk Wing Pang The profile of Mr. Joseph Yuk Wing Pang, Non-Independent Non-Executive Director of Affin Bank Berhad is as per the attachment. BY ORDER OF THE BOARD NIMMA SAFIRA KHALID Secretary Kuala Lumpur 27 April 2018
3 PROFILE OF DIRECTORS MR. JOSEPH YUK WING PANG Non-Independent Non-Executive Director Nationality/Age/ Hong Kong-Chinese/69 years old/male Gender Date of Appointment 18 April 2018 Academic/ Professional Qualification(s) Past Working Experience Directorship of Other Public Companies Bachelor of Social Science in Economics (Hons), The Chinese University of Hong Kong Master of Business Administration, The Chinese University of Hong Kong Conferred the Doctor of Social Sciences Honoris Causa by Lingnan University Fellow of The Hong Kong Institute of Bankers Associate of The Chartered Institute of Bankers Present: Senior Advisor, The Bank of East Asia, Limited (BEA) Past: Executive Director & Deputy Chief Executive, BEA General Manager/Assistant General Manager, BEA Director of several BEA Group of companies Chairman of East Asia Securities Company Limited Other Appointments Appointed as Justice of the Peace in 2000 Awarded the Bronze Bauhinia Star in 2013 by the Hong Kong SAR Government Membership of NIL Board Committees in AFFINBANK Attendance for the N/A financial year ended 31 December 2017 * Mr. Joseph Pang is a nominee of BEA, a major shareholder of AFFINBANK.
4 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the 42nd ANNUAL GENERAL MEETING of AFFIN BANK BERHAD (25046-T) will be held at the Taming Sari Grand Ballroom, The Royale Chulan Kuala Lumpur, 5 Jalan Conlay, Kuala Lumpur on TUESDAY, 15 MAY 2018 at a.m. for the following purposes:- AGENDA ORDINARY BUSINESS 1. To lay before the meeting the Audited Financial Statements for the financial year ended 31 December 2017 and the Reports of the Directors and Auditors thereon. 2. To re-elect Encik Abd Malik bin A Rahman who retires by rotation pursuant to Article 118 of the Company s Constitution. Resolution 1 3. To re-elect the following Directors who retire pursuant to Article 124 of the 3.1 Gen Dato Seri DiRaja Tan Sri (Dr.) Resolution Dato Mohd Hata bin Robani Resolution Dato Abdul Aziz bin Abu Bakar Resolution Mr. Ignatius Chan Tze Ching Resolution Mr. Joseph Yuk Wing Pang Resolution 6 4. To approve the payment of Directors Fees, other emoluments and benefits amounting to RM2,144,000 for the financial year ended 31 December Resolution 7 5. To approve the payment of Directors Fees, other emoluments and benefits on a monthly basis based on the present Directors remuneration structure from 1 January 2018 to the date of next Annual General Meeting of the Company. Resolution 8 6. To re-appoint Messrs PricewaterhouseCoopers as the Company s Auditors for the financial year ending 31 December 2018 and to authorise the Directors to fix the Auditors remuneration. Resolution 9 SPECIAL BUSINESS To consider and if thought fit, to pass the following resolutions:- 7. Ordinary Resolution Authority for Directors to Issue Shares THAT pursuant to Sections 75 and 76 of the Companies Act, 2016, and subject to the approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby empowered to issue shares in the capital of the Company from time to time and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and are hereby empowered to obtain the approval from Bursa Malaysia Securities Berhad for the listing and quotation of the additional shares so issued and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company. Resolution 10
5 NOTICE OF ANNUAL GENERAL MEETING 8 Ordinary Resolution Proposed Shareholders Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature ( Proposed Shareholders Mandate ) THAT authority be and is hereby given in line with Chapter of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, for the Company, its subsidiaries or any of them to enter into any of the transactions falling within the types of the Recurrent Related Party Transactions, particulars of which are set out in the Circular to Shareholders dated 16 April 2018 with the Related Parties as described in the said Circular, provided that such transactions are of revenue or trading nature, which are necessary for the day-to-day operations of the Company and/or its subsidiaries within the ordinary course of business of the Company and/or its subsidiaries, made on an arm s length basis and on normal commercial terms which are those generally available to the public and are not detrimental to the minority shareholders of the Company; AND THAT such authority shall commence immediately upon the passing of this Ordinary Resolution until:- i. the conclusion of the next Annual General Meeting of the Company at which time the authority shall lapse unless by a resolution passed at a general meeting, the authority is renewed; or ii. iii. the expiration of the period within which the next Annual General Meeting of the Company which is to be held pursuant to Section 340(2) of the Companies Act, 2016 (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Companies Act, 2016); or revoked or varied by a resolution passed by the shareholders of the Company at a general meeting, whichever is earlier. AND FURTHER THAT the Board of Directors be and is hereby authorised to do all acts, deeds and things as may be deemed fit, necessary, expedient and/or appropriate in order to implement the Proposed Shareholders Mandate with full power to assent to all or any conditions, variations, modifications and/or amendments in any manner as may be required by any relevant authorities or otherwise and to deal with all matters relating thereto and to take all such steps and to execute, sign and deliver for and on behalf of the Company all such documents, agreements, arrangements and/or undertakings, with any party or parties and to carry out any other matters as may be required to implement, finalise and complete, and give full effect to the Proposed Shareholders Mandate in the best interest of the Company. Resolution To transact any other ordinary business of the Company. BY ORDER OF THE BOARD NIMMA SAFIRA KHALID (LS ) Secretary Kuala Lumpur 16 April 2018
6 NOTICE OF ANNUAL GENERAL MEETING Notes: (1) A member entitled to attend and vote at the meeting may appoint a proxy or proxies (not more than 2) to attend and vote on his/her behalf. A proxy need not be a member. (2) where a member appoints 2 proxies, the appointment shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy. (3) The instrument appointing a proxy in the case of any individual shall be signed by the appointer or his/her attorney and in the case of a corporation, under its common seal or under the hand of the officer duly authorised. (4) where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least 1 proxy in respect of each securities account which is credited with ordinary shares of the Company. 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 authorised nominees may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the Securities Industry (Central Depositories) Act, 1991 which is exempted from compliance with the provisions of subsection 25A(1) of the said Act. (5) The Form of Proxy should be completed and lodged at the office of the Company s Registrar, Tricor Investor & Issuing House Services Sdn Bhd at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8 Jalan Kerinchi, Kuala Lumpur not less than 48 hours before the time set for holding the Annual General Meeting or any adjournment thereof. (6) Only member registered in the Record of Depositors as at 7 May 2018 shall be eligible to attend the meeting or appoint proxy(ies) to attend the meeting and vote on his/her behalf. Audited Financial Statements for Financial Year Ended 31 December 2017 The Audited Financial Statements are for discussion only as they do not require shareholders approval pursuant to Section 340(1) of the Companies Act Hence, this matter will not be put for voting. Remuneration and Benefits Payable to Directors The proposed ordinary resolution 8, if passed, will give authority to the Company to pay the Directors Fees, other emoluments and benefits on a monthly basis based on the present fees and benefits structure for a period from 1 January 2018 to the date of next Annual General Meeting of the Company. Authority for Directors to Issue Shares The Company has not issued any shares under the general mandate for allotment of shares pursuant to Sections 75 and 76 of the Companies Act, 2016 which was approved at the 41st Annual General Meeting held on 30 March 2017 and will lapse at the conclusion of the 42nd Annual General Meeting to be held on 15 May The proposed ordinary resolution 10, if passed, will give powers to the Directors to issue up to a maximum of 10% of the issued share capital of the Company for the time being for such purposes as the Directors consider would be in the interests of the Company. The authority will, unless revoked or varied by the Company in a General Meeting, expire at the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is earlier. The General Mandate sought will provide flexibility to the Company for any possible fund raising activities, including but not limited for further placing of shares, for purpose of funding investment(s), working capital and/or acquisition(s). Proposed Shareholders Mandate The proposed ordinary resolution 11, if passed, will enable the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of the Company and/or its subsidiaries, subject to the transactions being carried out in the ordinary course of business of the Company and/or its subsidiaries and on normal commercial terms which are generally available to the public and not detrimental to the minority shareholders of the Company.
7 FORM OF PROXY I/We NRIC No./Company No. (Full Name in Block Letters) of (Full Address) Tel No. being a member of AFFIN BANK BERHAD, hereby appoint (Full Name in Block Letters) NRIC No. of (Full Address) and/or (Full Name in Block Letters) NRIC No./Company No. of (Full Address) or failing him/her, the CHAIRMAN OF THE MEETING as my/our first proxy to attend and vote for me/us on my/our behalf at the 42nd Annual General Meeting of the Company to be held at the Taming Sari Grand Ballroom, The Royale Chulan Kuala Lumpur, 5 Jalan Conlay, Kuala Lumpur on Tuesday, 15 May 2018 at a.m., or any adjournment thereof. My/our proxy/proxies is/are to vote as follows: No. Resolutions For Against 1 Re-election of Encik Abd Malik bin A Rahman as Director in accordance with Article 118 of the Company s Constitution 2 Re-election of the following Directors in accordance with Article 124 of the (i) Gen Dato Seri DiRaja Tan Sri (Dr.) (ii) Dato Mohd Hata bin Robani (iii) Dato Abdul Aziz bin Abu Bakar (iv) Mr. Ignatius Chan Tze Ching (v) Mr. Joseph Yuk Wing Pang 3 Approval of the payment of Directors Fees, other emoluments and benefits amounting to RM2,144,000 for the financial year ended 31 December Approval of the payment of Directors Fees, other emoluments and benefits on a monthly basis based on the present Directors remuneration structure from 1 January 2018 to the date of the next Annual General Meeting of the Company 5 Re-appointment of Messrs PricewaterhouseCoopers as the Company s Auditors for the financial year ending 31 December 2018 and to authorise the Directors to fix the Auditors remuneration 6 Authorisation to the Directors to allot and issue shares pursuant to Sections 75 and 76 of the Companies Act Approval of the Shareholders Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature Signed this on day of CDS Account No. : No. of shares held : Proportion of shareholdings represented by proxies: Signature of Member/Common Seal First proxy : Second proxy: % % 100% Notes: (1) A member entitled to attend and vote at the meeting may appoint a proxy or proxies (not more than 2) to attend and vote on his/her behalf. A proxy need not be a member. (2) Where a member appoints 2 proxies, the appointment shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy. (3) The instrument appointing a proxy in the case of any individual shall be signed by the appointer or his/her attorney and in the case of a corporation, under its common seal or under the hand of the officer duly authorised. (4) Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least 1 proxy in respect of each securities account which is credited with ordinary shares of the Company. 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 authorised nominees may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the Securities Industry (Central Depositories) Act, 1991 which is exempted from compliance with the provisions of subsection 25A(1) of the said Act. (5) Unless voting instructions are indicated in the spaces provided above, the proxies may vote as he/she deems fit. (6) The Form of Proxy should be completed and lodged at the office of the Company s Registrar, Tricor Investor & Issuing House Services Sdn Bhd at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8 Jalan Kerinchi, Kuala Lumpur not less than 48 hours before the time set for holding the Annual General Meeting or any adjournment thereof. (7) Only member registered in the Record of Depositors as at 7 May 2018 shall be eligible to attend the meeting or appoint proxy(ies) to attend the meeting and vote on his/her behalf.
8 FOLD THIS FLAP FOR SEALING Stamp Tricor Investor & Issuing House Services Sdn Bhd Unit 32-01, Level 32, Tower A Vertical Business Suite Avenue 3, Bangsar South No. 8 Jalan Kerinchi Kuala Lumpur Malaysia 1ST FOLD HERE
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