MALAYSIAN INTERNATIONAL CHAMBER OF COMMERCE AND INDUSTIRY (Company No: 16841-V) (Incorporated in Malaysia) CIRCULAR TO MEMBERS In Relation To PROPOSED CHANGE OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING The Notice convening the Extraordinary General Meeting of the Chamber to be held at Perdana Room, Royal Lake Club, Taman Tasek Perdana, Jalan Cenderamulia, off Jalan Parlimen, 50480 Kuala Lumpur on Tuesday, 15 March 2016, at 11.30 a.m together with the Form of Proxy are set out in this Circular. The Form of Proxy must be lodged at the Secretariat Office of the Chamber at C-08-08, Plaza Mont'Kiara, 2 Jalan Kiara, Mont Kiara, 50480 Kuala Lumpur, not less than forty-eight (48) hours before the time stipulated for holding the meeting or at 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 day and time for lodging the Form of Proxy Date and time of the Extraordinary General Meeting : Sunday, 13 March 2016, before 11.30 a.m. : Tuesday, 15 March 2016, at 11.30 a.m. This Circular is dated 29 February 2016
DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular: - AGM : Annual General Meeting Article(s) : Articles of Association of the Chamber The Act : Companies Act, 1965, including any amendments and re-enactments thereto The General Committee or GENCO : General committee of the Chamber elected or otherwise constituted in the manner prescribed by the Articles EGM : Extraordinary General Meeting MICCI or the Chamber : Malaysian International Chamber of Commerce and Industry (16841-V) Secretariat : Administrative office of the Chamber Member : any person, firm or company admitted as an Ordinary Member in accordance with the provisions of Article 3 and also includes an Associate Member unless the context provides otherwise Ordinary Member : any firm or company admitted as an ordinary member of the Chamber in accordance with Article 3 Proposed Change of Auditors : Proposed appointment of Messrs. Lee & Associates, in place of the resigning Auditors, Messrs. YT Associates for the financial year ended 31 December 2015 Words incorporating the singular shall, where applicable include the plural and vice versa and words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include a corporation, unless otherwise specified. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise stated. The rest of this page is intentionally left blank i
TABLE OF CONTENTS LETTER TO THE MEMBERS OF CONTAINING: Page 1. INTRODUCTION 1 2. GENCO AND MEMBERS INTEREST 2 3. APPROVAL REQUIRED 2 4. GENCO S RECOMMENDATION 2 5. EGM 2 NOTICE OF EGM FORM OF PROXY Enclosed Enclosed The rest of this page is intentionally left blank ii
MALAYSIAN INTERNATIONAL CHAMBER OF COMMERCE AND INDUSTRY (Company No: 16841-V) (Incorporated in Malaysia) GENCO Members: Y. Bhg. Datuk Wira Jalilah Binti Baba (Chairman & President) Puan Amnah Binti Shaari (Vice President) Y. Bhg.Dato Kamil Noor Ariff Bin Kaimil Mushir Ariff Y. Bhg. Datuk Tan Cheng Kiat Mr. Simon Patrick Whitelaw Ms. Tina Yeung Mrs. Jenny Latifah Shabudin Mr. Shaun Edward Cheah Mr. Tay Beng Chai Dr. Veerinderjeet Singh A/L Tejwant Singh Mr. Christopher Selvaraj A/L Cecil Thiagarajah Mr. Jagdeep Kairon Ms. Tee Kim Chin Registered Office Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Bandar Utama, 47800 Petaling Jaya, Selangor Darul Ehsan 29 February 2016 To: The members of MICCI Dear Sir/Madam, PROPOSED CHANGE OF AUDITORS 1. INTRODUCTION The members of the Chamber had at its last AGM held on 2 June 2015 resolved not to re-appoint the existing Auditors, Messrs YT Associates and agreed that due process to appoint a new Auditor to replace Messrs YT Associates would be observed accordingly. Pursuant to the Companies Act, 1965, the resignation of the existing Auditors shall only take effect upon the approval from the members on the ordinary resolution pertaining to the Proposed Change of Auditors at the forthcoming EGM. Hence, the existing Auditors, Messrs YT Associates will continue to hold office until the ordinary resolution on the Proposed Change of Auditors has been passed at the forthcoming EGM. The Audit Committee was tasked to make a recommendation to the GENCO in relation to the appointment of Auditors so that this can be put forward to the members. The Audit Committee of the Chamber had duly considered and reviewed the profiles of a few potential auditors and found that Messrs Lee & Associates have the necessary experience and resources to service the Chamber. 1
On the recommendation of the Audit Committee, the GENCO agreed to recommend to the members for approval, the appointment of Messrs Lee & Associates as the new Auditors of the Chamber for the financial year ended 31 December 2015 in place of the resigning Auditors, Messrs YT Associates and to hold office until the conclusion of the next AGM of the Chamber at a remuneration to be determined by the GENCO. On 19 January 2016, the Chamber has received the notice in writing from Messrs YT Associates dated 13 January 2016 of their resignation as Auditors of the Chamber and Messrs Lee & Associates had also vide their letter dated 14 January 2016, given their consent to act as Auditors of the Chamber. The purpose of this Circular is to provide you with information on the Proposed Change of Auditors and to seek your approval on the ordinary resolution pertaining to the Proposed Change of Auditors as set out in the Notice of EGM. 2. GENCO AND MEMBERS INTEREST None of the GENCO and/or members and/or persons connected to them have any interest, direct or indirect, in the Proposed Change of Auditors. 3. APPROVAL REQUIRED The Proposed Change of Auditors is subject to the approval of the members of the Chamber at the forthcoming EGM. 4. GENCOS RECOMMENDATION The GENCO, having considered all aspects of the Proposed Change of Auditors, is of the opinion that it is in the best interest of the Chamber and accordingly, recommend that you vote in favour of the resolution to give effect to the Proposed Change of Auditors at the forthcoming EGM. 5. EGM An EGM, notice of which is enclosed in this Circular, will be held at at Perdana Room, Royal Lake Club, Taman Tasek Perdana, Jalan Cenderamulia, off Jalan Parlimen, 50480 Kuala Lumpur on Tuesday, 15 March 2016, at 11.30 a.m or any adjournment thereof for the purpose of considering and if thought fit, passing the resolution so as to give effect to the Proposed Change of Auditors. If you are unable to attend and vote in person at the EGM, you may complete and return the enclosed Form of Proxy in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at the registered office of the Chamber not less than forty-eight (48) hours before the time stipulated for holding the meeting. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently decide to do so. Yours faithfully, For and behalf of the GENCO of MALAYSIAN INTERNATIONAL CHAMBER OF COMMERCE AND INDUSTRY Y. Bhg. Datuk Wira Jalilah Binti Baba Chairman and President of MICCI 2
MALAYSIAN INTERNATIONAL CHAMBER OF COMMERCE AND INDUSTRY (Company No: 16841-V) (Incorporated in Malaysia) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Chamber will be held at Perdana Room, Royal Lake Club, Taman Tasek Perdana, Jalan Cenderamulia, off Jalan Parlimen, 50480 Kuala Lumpur on Tuesday, 15 March 2016, at 11.30 a.m or at any adjournment thereof, for the purpose of considering, and if thought fit, passing with or without modifications, the following resolution: - ORDINARY RESOLUTION - PROPOSED CHANGE OF AUDITORS That Lee & Associates (AF0198) of Suite E-12-4, Plaza Mont Kiara, No 2 Jalan Kiara, Mont Kiara, 50480 Kuala Lumpur, having consented to act, be and are hereby appointed as the new Auditors of the Company for the financial year ended 31 December 2015 in place of the resigning Auditors, Messrs YT Associates, at a fee to be determined by the General Committee and shall hold office until the conclusion of the next Annual General Meeting. By Order of GENCO MALAYSIAN INTERNATIONAL CHAMBER OF COMMERCE AND INDUSTRY TAI YIT CHAN (f) (MAICSA 7009143) TAN AI NING (f) (MAICSA 7015852) Company Secretaries Selangor Darul Ehsan 29 February 2016 Notes: 1. Every ordinary member entitled to attend and vote at the meeting is entitled to appoint a proxy or duly authorised representative to attend and vote in his stead. 2. No Member other than an Ordinary Member may appoint a proxy and no proxy, save for the Chairman of the meeting, may hold more than one (1) proxy from any other Member. 3. No Member shall be entitled to vote directly or by proxy or by Representative at the meeting unless all Membership and annual subscription fees due by such Member shall have been paid in full. 4. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, if the appointer is a body corporate, either under seal or under hand of the officer or attorney duly authorised and deposited at the Secretariat Office of the Chamber at C-08-08, Plaza Mont'Kiara, 2 Jalan Kiara, Mont Kiara, 50480 Kuala Lumpur not less than forty-eight (48) hours before the time for holding of the meeting or any adjournment thereof.
MALAYSIAN INTERNATIONAL CHAMBER OF COMMERCE AND INDUSTRY (Company No: 16841-V) (Incorporated in Malaysia) FORM OF PROXY *I/We *NRIC No. /Company No... (FULL NAME IN BLOCK LETTERS) of............. (FULL ADDRESS) being a *member/ members of MICCI, hereby appoint(s)..... NRIC No..... (FULL NAME IN BLOCK LETTERS) of..... (FULL ADDRESS) or failing *him/her, the *CHAIRMAN OF THE MEETING, as *my/our proxy to attend and vote for *me/us on *my/our behalf at the Extraordinary General Meeting ( EGM ) of the Chamber to be held at Perdana Room, Royal Lake Club, Taman Tasek Perdana, Jalan Cenderamulia, off Jalan Parlimen, 50480 Kuala Lumpur on Tuesday, 15 March 2016, at 11.30 a.m or at any adjournment thereof. Please indicate with an x in the apace provided below on how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from voting at his discretion. ORDINARY RESOLUTION Proposed Change of Auditors FOR AGAINST Dated this...... Membership No: Telephone No: Notes: ----------------------------------------------------- Signature of *Member(s)/Common Seal 1. Every ordinary member entitled to attend and vote at the meeting is entitled to appoint a proxy duly authorised representative to attend and vote in his stead 2. No Member other than an Ordinary Member may appoint a proxy holder and no proxy holder, save for the chairman of the General Meeting, may hold more than one (1) proxy from any other Member. 3. No Member shall be entitled to vote directly or by proxy or by Representative at any General Meeting or Extraordinary General Meeting unless all Membership and annual subscription fees due by such Member shall have been paid in full. 4. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, if the appointer is a body corporate, either under seal or under hand of the officer or attorney duly authorised and deposited at the Secretariat Office of the Chamber at C-08-08, Plaza Mont'Kiara, 2 Jalan Kiara, Mont Kiara, 50480 Kuala Lumpur not less than forty-eight (48) hours before the time for holding of the meeting or any adjournment thereof. You are cordially invited to the luncheon after the EGM. Please RSVP by 11 March 2016.
Fold this flap for sealing --------------------------------------------------------------------------------------------------------------------------------------------- Then fold here --------------------------------------------------------------------------------------------------------------------------------------------- Affix stamp THE SECRETARIAT MALAYSIAN INTERNATIONAL CHAMBER OF COMMERCE AND INDUSTRY (Company No. 16841-V) C-08-08, Plaza Mont'Kiara, 2 Jalan Kiara, Mont Kiara, 50480 Kuala Lumpur 1 st fold here -------------------------------------------------------------------------------------------------------------------------------------------