NOTICE OF ANNUAL GENERAL MEETING

Back

NOTICE IS HEREBY GIVEN that the Twenty-First Annual General Meeting of MBf Corporation Berhad will be held at Dewan Berjaya, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur, Malaysia on Wednesday, 28 June 2023 at 10.00 a.m. for the purpose of transacting the following businesses :-

AGENDA AS ORDINARY BUSINESS

1.	To receive the Audited Financial Statements for the financial year ended 31 December 2022 together with the Reports of the Directors and Auditors thereon. *[Please refer to Explanatory Note (a)]*
2.	To approve the payment of a monthly Directors’ fees of RM1,250.00 for the period from 1 July 2023 until the conclusion of the next Annual General Meeting (“AGM”) of the Company, to be paid monthly in arrears after each month of completed service of the Non-Executive Directors of the Company. *[Please refer to Explanatory Note (b)]*	Ordinary Resolution 1
3.	To approve the meeting allowance of RM1,000.00 per meeting payable to the Non-Executive Directors of the Company for the period from 1 July 2023 until the conclusion of the next AGM of the Company. *[Please refer to Explanatory Note (b)]*	Ordinary Resolution 2
4.	To re-elect Christopher Koh Swee Kiat who is retiring in accordance with Clause 124 of the Company’s Constitution and being eligible, offers himself for re-election. *[Please refer to Explanatory Note (c)]*	Ordinary Resolution 3
5.	To re-appoint Messrs Crowe Malaysia PLT as Auditors of the Company and to authorise the Directors to fix their remuneration.	Ordinary Resolution 4
6	To transact any other business of which due notice shall have been given.

BY ORDER OF THE BOARD

LILY YIN KAM MAY (MAICSA 0878038) (SSM PC NO. 201908001210)
LIM BEE TING (MIA 16769) (SSM PC NO. 202008002018)
Company Secretaries

Petaling Jaya
30 May 2023

Download/View

Notes: Proxy

1.	A member of the Company entitled to attend, participate, speak and vote at the meeting is entitled to appoint up to 2 proxies to attend, participate, speak and vote instead of him/her. Where a member appoints 2 proxies, the appointment shall be invalid unless he/she specifies the proportions of his/her shareholdings to be represented by each proxy. There shall be no restriction as to the qualification of the proxy.
2.	The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation under its common seal or the hand of its officer or attorney duly authorised.
3.	The original Proxy Form must be deposited at the Company’s Share Registrar, Insurban Corporate Services Sdn Bhd at 149, Jalan Aminuddin Baki, Taman Tun Dr. Ismail, 60000 Kuala Lumpur, Malaysia not less than 48 hours before the time appointed for holding the meeting or at any adjournment thereof.

Explanatory Notes

(a) Audited Financial Statements for the Financial Year Ended 31 December 2022

This Agenda item is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act, 2016 does not require the Audited Financial Statements to be formally approved by the shareholders. As such, this Agenda item is not put forward for voting.

(b) Ordinary Resolutions 1 and 2

Section 230(1)(a) of the Companies Act, 2016 provides that the fees of the directors and benefits payable to the directors of a public company shall be approved at a general meeting. This authority, unless revoked or varied by the Company in a general meeting will expire at the conclusion of the next AGM of the Company.

(c) Ordinary Resolutions 3

Clause 124 of the Company’s Constitution provides that the Directors shall have power at any time, and from time to time, to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but the total number of Directors shall not at any time exceed the maximum number fixed in accordance with the Constitution. Any Director so appointed shall hold office only until the next following AGM, and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that meeting. Christopher Koh Swee Kiat who was appointed as Director of the Company on 1 December 2022 pursuant to Clause 124 of the Company’s Constitution and being eligible, has offered himself for re-election at the Twenty-First AGM pursuant to Clause 124 of the Constitution of the Company.

Personal Data Policy

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof) and in order for the Company (or its agents) to comply with any applicable laws, regulations and/or guidelines (collectively, the “Purposes”) (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.