Investors – Jaya Tiasa Holdings Berhad

Investor Relations

Notice Of Annual General Meeting

BackSep 13, 1999

General Announcement
Reference No JT-990908-48513

Company Name	:	JAYA TIASA HOLDINGS BHD
Stock Name	:	JTIASA
Date Announced	:	13/09/1999


Type	:	Announcement
Subject	:	NOTICE OF ANNUAL GENERAL MEETING

Contents :

NOTICE IS HEREBY GIVEN that the Thirty-Ninth Annual General Meeting of the Company will be held at the Maling Room, Tanahmas Hotel, Lot 277, Block 5, Jalan Kampung Nyabor, 96000 Sibu, Sarawak on Wednesday 29 September 1999 at 3:00 p.m. for the following purposes:-

AGENDA

1.	To receive and adopt the Audited Accounts of the Company for the year ended 30 April 1999 together with the Directors' and Auditors' Reports thereon.	Resolution 1
2.	To approve the Directors' Fees for the year ended 30 April 1999.	Resolution 2
3.	To approve a Final Tax Exempt Dividend of 2% for the year ended 30 April 1999.	Resolution 3
4.	To re-elect the following directors in accordance with the Company's Articles of Association:-
	i. Dr Tiong Ik King	Resolution 4
	ii. Tuan Haji Wan Alshagaf Bin Tuanku Esim	Resolution 5
	iii. Mdm Tiong Choon	Resolution 6
	iv. Mr Tiong Chiong Hee	Resolution 7
5.	To re-appoint Auditors and to authorise the Directors to fix their remuneration.	Resolution 8
6.	As Special Business
	To consider and, if thought fit, to pass the following Ordinary Resolutions :-
	6.1 Authority to allot and issue shares pursuant to S132D of the Companies Act, 1965 "THAT, subject always to the approvals of the relevant authorities, the Directors be and are hereby authorised pursuant to Section 132D of the Companies Act, 1965, 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 deem fit, provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed ten per centum (10%) of the total issued capital of the Company at the time of issue and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company."	Resolution 9
	6.2 Proposed Purchase of Own Shares "THAT, subject to the Companies Act, 1965, the Company's Articles of Association, the requirements of the Kuala Lumpur Stock Exchange ("KLSE") and the approvals of all relevant governmental and/or regulatory authorities, the Company be and is hereby authorised to purchase such amount of ordinary shares of RM1.00 each in the Company ("Proposed Purchases") as may be determined by the Directors of the Company from time to time through the KLSE upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that the aggregate number of shares purchased pursuant to this resolution shall not exceed 28,252,000 ordinary shares of RM1.00 each representing ten per centum (10%) of the total issued and paid-up share capital of the Company as at 24 August 1999 and an amount not exceeding the total retained profits and/or share premium reserves of the Company be allocated by the Company for the Proposed Purchases AND THAT at the discretion of the Directors of the Company, the shares of the Company to be purchased are proposed to be cancelled and/or retained as treasury shares and distributed as dividends or resold on the KLSE AND FURTHER THATthe Directors of the Company be and are hereby empowered generally to do all acts and things to give effect to the Proposed Purchases AND FURTHER THATsuch authority shall commence immediately upon 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 ordinary resolution passed at a general meeting, the authority is renewed either conditionally or subject to conditions; (ii) the expiration of the period within which the next Annual General Meeting after that date is required by law to be held; or (iii) revoked or varied by ordinary resolution of the shareholders of the Company at a general meeting; whichever is earlier but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of the guidelines issued by the KLSE or any other relevant authorities."	Resolution 10
7.	To transact any other business of which due notice shall have been given in accordance with the Company's Articles of Association and the Companies Act, 1965.

By Order of the Board
JAYA TIASA HOLDINGS BERHAD

LIM PHOOI KEE
NG YIM KONG
NGU UNG HUONG
Company Secretaries

Sibu, Sarawak
14 September 1999

NOTES:

1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies in his/her stead.

2. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Acts shall not apply to the Company.

3. The instrument appointing a proxy must be deposited at the Company's Registered office at 11, Mission Road, 96000 Sibu, Sarawak not less than forty-eighty (48) hours before the time for holding the meeting or at any adjournment thereof.

4. If the appointer is a corporation, the proxy form must be executed under its common seal or under the hand of its attorney.

EXPLANATORY NOTES ON SPECIAL BUSINESS

Item 6 (i)

The Proposed Ordinary Resolution No. 6 (i), if passed, will empower the Directors of the Company, from the date of the above Annual General Meeting, authority to allot and issue shares in the Company up to an amount not exceeding in total 10% of the issued capital of the Company for such purposes as the Directors consider would be in the interest of the Company. This authority, unless revoked or varied at a General Meeting will expire at the next Annual General Meeting.

Item 6 (ii)

For further information on the Proposed Purchase of Own Shares, please refer to the Circular to Shareholders dated 14 September 1999 enclosed together with the Company's 1999 Annual Report.

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