CAHYA MATA SARAWAK ANNUAL REPORT 2016

www.cmsb .com.my Cahya Mata Sarawak Berhad 210 Section 09 A n n u a l g e n e r a l m e e t i n g 2 01 7 NOTICE OF 42 ND ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 42 nd Annual General Meeting (“AGM”) of Cahya Mata Sarawak Berhad (“CMS” or “the Company”) will be held at Meeting Room 14, Borneo Convention Centre Kuching, The Isthmus, Sejingkat, 93050 Kuching, Sarawak on Wednesday, 26 April 2017 at 10:00 a.m. for the following purposes: AS ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the year ended 31 December 2016 and the Reports of the Directors and Auditors thereon. 2. To declare a first and final tax exempt (single-tier) dividend of 6.3 sen per ordinary share in respect of the financial year ended 31 December 2016. 3. To re-elect the following Directors who retire pursuant to Article 110 of the Company’s Articles of Association: a) Y A M Tan Sri Dato’ Seri Syed Anwar Jamalullail b) Y Bhg Dato Sri Mahmud Abu Bekir Taib 4. To approve the payment of Directors’ fees amounting to RM150,000 per annum for the Non-Executive Chairman, RM150,000 per annum for the Non-Executive Deputy Chairman and RM100,000 per annum for each of the Non-Executive Directors for the financial year ended 31 December 2016. 5. To approve the payment of Directors’ remuneration (excluding Directors’ fees) to the Non-Executive Directors up to an amount of RM2,647,260 from 1 January 2017 until the next AGM of the Company. 6. To re-appoint Messrs Ernst & Young as Auditors of the Company for the financial year ending 31 December 2017 and to authorise the Directors to fix their remuneration. AS SPECIAL BUSINESS To consider and if thought fit, pass the following Ordinary Resolutions: 7. Proposed Retention of Independent Director “THAT subject to the passing of Ordinary Resolution 2, approval be and is hereby given to Y A M Tan Sri Dato’ Seri Syed Anwar Jamalullail who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years to continue to act as an Independent Non-Executive Director of the Company pursuant to Recommendation 3.3 of the Malaysian Code on Corporate Governance 2012.” 8. Authority to Allot and Issue Shares Pursuant to Section 76 of the Companies Act 2016 “THAT subject always to the Companies Act 2016, the Articles of Association of the Company and the approvals of the relevant authorities, the Directors be and are hereby authorised pursuant to Section 76 of the Companies Act 2016, to allot and issue shares in the Company at any 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 does not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.” Ordinary Resolution 1 Ordinary Resolution 2 Ordinary Resolution 3 Ordinary Resolution 4 Ordinary Resolution 5 Ordinary Resolution 6 Ordinary Resolution 7 Ordinary Resolution 8