Generai Meetings Page l of l

GENERAL MEETINGS: NOTICE OF MEETING

GENTING BERHAD

Type of Meeting Indicator Description

Date of Meeting

Time

Venue

Date of Generai Meeting Record of Depositors Attachments

AGM

Notice of Meeting

Forty-Sixth Annual Generai Meeting ofGenting Berhad

12/06/2014

10:00 AM

26th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia

05/06/2014

GENT- Notice of 46th AGM.pdf

85KB

Announcement Info

Company Name

StockName

Date Announced Category Reference No

GENTING BERHAD GENTING

21 May 2014

Generai Meetings

GG-140520-25686

http://announcements.bursarnalaysia.com/EDMS/edmsweb.nsf!LsvBWAllByiD/7B6A790D4FDA1D4348257CDFOOO... 21/05/2014



(7916-A)

NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Forty-Sixth Annual General Meeting of Genting Berhad ("the Company") will be held at 26th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia on Thursday, 12 June 2014 at 10.00 a.m. AS ORDINARY BUSINESSES

1.

To lay before the meeting the Audited Financial Statements for the financial year ended 31 December 2013 and the Directors' and Auditors' Reports thereon. (Please see Explanatory Note A)

2.

To approve the payment of Directors' fees of RM928,550 for the financial year ended 31 December 2013 (2012 : RM830,380).

(Ordinary Resolution 1)

3.

To re-elect Mr Chin Kwai Yoong as a Director of the Company pursuant to Article 99 of the Articles of

Association of the Company. (Please see Explanatory Note B)

(Ordinary Resolution 2)

4.

To consider and, if thought fit, pass the following resolutions pursuant to Section 129 of the Companies Act,

1965 :

(i) "That Dato' Paduka Nik Hashim bin Nik Yusoff, retiring in accordance with Section 129 of the Companies Act, 1965, be and is hereby re-appointed as a Director of the Company to hold office until the conclusion of the next Annual General Meeting." (Please see Explanatory Note B)

(ii) "That Tun Mohammed Hanif bin Omar, retiring in accordance with Section 129 of the Companies Act,

1965, be and is hereby re-appointed as a Director of the Company to hold office until the conclusion of the next Annual General Meeting."

(iii) "That Tan Sri Dr. Lin See Yan, retiring in accordance with Section 129 of the Companies Act, 1965, be and is hereby re-appointed as a Director of the Company to hold office until the conclusion of the next Annual General Meeting." (Please see Explanatory Note B)

5. To re-appoint PricewaterhouseCoopers as Auditors of the Company and to authorise the Directors to fix

(Ordinary Resolution 3) (Ordinary Resolution 4) (Ordinary Resolution 5)

their remuneration. (Ordinary Resolution 6) AS SPECIAL BUSINESS

To consider and, if thought fit, pass the following Ordinary Resolution:

6. Authority to Directors pursuant to Section 132D of the Companies Act, 1965

"That, subject always to the Companies Act, 1965, the Articles of Association of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("MMLR") and the approval of any relevant governmental and/or regulatory authorities, where such approval is required, the Directors be and are hereby authorised and empowered pursuant to Section 132D of the Companies Act, 1965 to:

(1) issue and allot shares in the Company; and/or

(2) issue, make or grant offers, agreements, options or other instruments that might or would require shares to be issued (collectively "Instruments") during and/or after the period the approval granted by this resolution is in force,

at any time and from time to time and upon such terms and conditions and for such purposes as the

Directors may, in their absolute discretion deem fit, provided that:

(i) the number of shares to be issued pursuant to the authority granted under this resolution, when aggregated with all shares issued and/or shares that are capable of being issued from the Instruments issued pursuant to Section 132D of the Companies Act, 1965 in the preceding 12 months (calculated in accordance with the MMLR), does not exceed 10% of the issued and paid-up share capital of the Company at the time of issuance of shares or issuance, making or granting the Instruments; and

(ii) for the purpose of determining the number of shares which are capable of being issued from the Instruments, each Instrument is treated as giving rise to the maximum number of shares into which it can be converted or exercised,

GENTING BERHAD

NOTICE OF ANNUAL GENERAL MEETING (cont'd)

6. Authority to Directors pursuant to Section 132D of the Companies Act, 1965 (cont'd)

and such authority under this resolution shall continue to be in force until the conclusion of the next Annual

General Meeting of the Company or when it is required by law to be held, whichever is earlier, and that:

(a) approval and authority be and are given to the Directors of the Company to take all such actions that may be necessary and/or desirable to give effect to this resolution and in connection therewith to enter into and execute on behalf of the Company any instrument, agreement and/or arrangement with any person, and in all cases with full power to assent to any condition, modification, variation and/or amendment (if any) in connection therewith; and

(b) the Directors of the Company 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." (Ordinary Resolution 7)

7. To transact any other business of which due notice shall have been given. By Order of the Board

LOH BEE HONG

Secretary

Kuala Lumpur

21 May 2014

Notes

1. A member entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies (but not more than two) to attend and vote instead of him. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportions of his shareholding to be represented by each proxy. If no such proportion is specified, the first named proxy shall be deemed as representing 100% of the shareholding and the second named proxy shall be deemed as an alternate to the first named proxy.
2. If a member has appointed a proxy to attend this meeting and subsequently he attends the meeting in person, the appointment of such proxy shall be null and void, and his proxy shall not be entitled to attend this meeting.
3. A proxy need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at the meeting of the Company shall have the same rights as the member to speak at the meeting.
4. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account ("Omnibus Account"), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds. The appointment of two (2) or more proxies in respect of any particular Omnibus Account shall be invalid unless the exempt authorised nominee specifies the proportion of its shareholdings to be represented by each proxy. An exempt authorised nominee refers to an authorised nominee defined under the Securities Industry (Central Depositories) Act 1991 ("SICDA") which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.
5. In the case of a corporation, the proxy form must be either under seal or signed by a duly authorised officer or attorney.
6. The original signed instrument appointing a proxy or the power of attorney or other authority, if any, must be deposited at the Registered Office of the Company at 24th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur not less than 48 hours before the time set for holding the meeting or at any adjournment thereof.
7. For the purpose of determining members who shall be entitled to attend the Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to issue a Record of Depositors as at 5 June 2014. Only depositors whose names appear on the Record of Depositors as at 5 June 2014 shall be entitled to attend the said meeting or appoint proxies to attend and vote on their behalf.

explanatory Note A

This Agenda is meant for discussion only as under the provision of Section 169(1) of the Companies Act, 1965, the audited financial statements do not require formal approval of the shareholders. Hence, this matter will not be put forward for voting.

explanatory Note B

The Board has undertaken an annual assessment of the independence of all its Independent Directors, including Mr Chin Kwai Yoong, Dato' Paduka Nik Hashim bin Nik Yusoff and Tan Sri Dr. Lin See Yan who are seeking for re-election or re-appointment pursuant to the Articles of Association of the Company or Section 129 of the Companies Act, 1965 at the forthcoming Forty-Sixth Annual General Meeting. The annual assessment has been disclosed in the Corporate Governance Statement of the Company's 2013 Annual Report.

explanatory Notes on special Business

Ordinary Resolution 7, if passed, will give a renewed mandate to the Directors of the Company pursuant to Section 132D of the Companies Act, 1965 ("Renewed Mandate") for such purposes as the Directors may deem fit and in the interest of the Company. The Renewed Mandate, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company.
As at the date of this Notice, the Directors have not utilised the mandate granted to the Directors at the last Annual General Meeting held on 13 June 2013 and the said mandate will lapse at the conclusion of the Forty-Sixth Annual General Meeting.
The Company is seeking the approval from shareholders on the Renewed Mandate for the purpose of possible fund raising exercise including but not limited to placement of shares for purpose of funding future investment project(s), working capital and/or acquisitions and to avoid delay and cost in convening general meetings to approve such issue of shares.

GENTING BERHAD

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