BIMB Integrated Annual Report 2017

NOTICE IS HEREBY GIVEN that the 21 st Annual General Meeting of BIMB Holdings Berhad (“ BHB ” or “ the Company ”) will be held at Ballroom 3, Sime Darby Convention Center, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Tuesday, 15 May 2018 at 10.00 a.m. for the following purposes: ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the financial year ended 31 December 2017 together with the Reports of the Directors and Auditors thereon. (Please refer to Note 1) 2. To re-elect Encik Mohd Tarmidzi Ahmad Nordin who is retiring by rotation in accordance with Article 61 of the Company’s Constitution and being eligible, has offered himself for re-election. (Ordinary Resolution 1) 3. To re-elect Puan Noraini Che Dan who is retiring by rotation in accordance with Article 61 of the Company’s Constitution and being eligible, has offered herself for re-election. (Ordinary Resolution 2) 4. To re-elect Tan Sri Ambrin Buang who is retiring in accordance with Article 66 of the Company’s Constitution and being eligible, has offered himself for re-election. (Ordinary Resolution 3) 5. To approve the payment of Directors’ fee and benefits amounting to RM2,342,000 to Non-Executive Directors of the Company for the financial year ended 31 December 2017. (Ordinary Resolution 4) 6. To approve the Directors’ fee and benefits of up to RM2,599,000 payable to the Non-Executive Director from 1 January 2018 until the next Annual General Meeting of the Company. (Ordinary Resolution 5) 7. To re-appoint Messrs. KPMG Desa Megat PLT as the External Auditors of the Company for the financial year ending 31 December 2018 and to authorise the Directors to fix their remuneration. (Ordinary Resolution 6) SPECIAL BUSINESS 8. Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature. “That subject to the Companies Act 2016, Company’s Constitution and the Listing Requirements of Bursa Malaysia Securities Berhad approval be and is hereby given to BIMB Holdings Berhad and its subsidiaries to enter into the category of recurrent related party transactions of a revenue or trading nature with those related parties as specified in Section 2.1.3 of the Circular to Shareholders dated 17 April 2018 which are necessary for the Group’s day to day operations subject to the following:- (a) The transactions carried out are in the ordinary course of business and are on normal commercial terms that do not favour the related parties more than the general public; (b) Are not detrimental to the minority shareholders of the Company; and (c) Will be disclosed in the annual report with the breakdown of the aggregate value of transaction conducted during the financial year pursuant to the shareholders’ mandate during the financial year (Mandate). And that the Mandate conferred by this resolution shall commence immediately upon the passing of this Resolution; NOTICE OF THE 21 ST ANNUAL GENERAL MEETING 329 Overview Value Creation Accountability Financial Statements Sustainability Performance Data Shareholders Information 21 st AGM Information Management Discussion & Analysis