General Meetings: Notice of Meeting

GENERAL MEETINGS: Notice of Meeting

MALAYSIAN BULK CARRIERS BERHAD

Type of Meeting	General
Indicator	Notice of Meeting
Description	Notice of 32nd Annual General Meeting dated 16 April 2021
Date of Meeting	17 May 2021
Time	10:00 AM
Venue(s)	Broadcast Venue :
	Level 12, Menara Symphony
	No. 5, Jalan Prof. Khoo Kay Kim
	Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan
	Malaysia
Date of General Meeting Record of	07 May 2021
Depositors

Resolutions

1. For Information

Description

Shareholder's Action

2. Ordinary Resolution 1

Description

Shareholder's Action

To receive the Audited Financial Statements for the financial year ended 31 December 2020 and the reports of the Directors and the Auditors thereon.

For Information Only

To re-elect Mr Lim Soon Huat who is retiring pursuant to Article 121 of the Company's Constitution.

For Voting

3. Ordinary Resolution 2

Description

Shareholder's Action

4. Ordinary Resolution 3

Description

Shareholder's Action

5. Ordinary Resolution 4

Description

Shareholder's Action

To re-elect Dato' Mohd Zafer Bin Mohd Hashim who is retiring pursuant to Article 121 of the Company's Constitution.

For Voting

To re-elect Madam Elsie Kok Yin Mei who is retiring pursuant to Article 128 of the Company's Constitution.

For Voting

To re-elect Mr Tho Leong Chye who is retiring pursuant to Article 128 of the Company's Constitution.

For Voting

6. Ordinary Resolution 5

Description

Shareholder's Action

7. Ordinary Resolution 6

Description

Shareholder's Action

To re-appoint Messrs Ernst & Young PLT as Auditors of the Company and to authorise the Directors to fix their remuneration.

For Voting

To approve payment of Directors' fees of RM581,543 for the financial year ended 31 December 2020.

For Voting

8. Ordinary Resolution 7

Description

Shareholder's Action

9. Ordinary Resolution 8

Description

Shareholder's Action

To approve payment of meeting allowances to the Directors up to an amount of RM104,000 for the period from 1 July 2021 to 30 June 2022.

For Voting

To authorise the issue of shares pursuant to Sections 75 and 76 of the Companies Act 2016.

For Voting

10. Ordinary Resolution 9

Description

Shareholder's Action

11. Ordinary Resolution 10

Description

Shareholder's Action

Please refer attachment below.

Renewal of and Additional Shareholders Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature.

For Voting

Retention of Mr Tay Beng Chai as Independent Non- Executive Director.

For Voting

Attachments

Notice of AGM and Admin Guide and Proxy Form.pdf

1.6 MB

Announcement Info

Company Name	MALAYSIAN BULK CARRIERS BERHAD
Stock Name	MAYBULK
Date Announced	15 Apr 2021

Category	General Meeting
Reference Number	GMA-14042021-00012
Corporate Action ID	MY210414MEET0011

MALAYSIAN BULK CARRIERS BERHAD

Registration No. 198801008597 (175953-W)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Thirty-Second Annual General Meeting ("32nd AGM") of Malaysian Bulk Carriers Berhad ("MBC" or "the Company") will be conducted on a fully virtual basis through live streaming from the broadcast venue at Level 12, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Monday, 17 May 2021 at

10.00 a.m. (Malaysia time) for the following purposes:

AS ORDINARY BUSINESS
(1) To receive the Audited Financial Statements for the financial year ended 31	Please refer to
December 2020 and the reports of the Directors and the Auditors thereon.	Explanatory
	Note 1

1. To re-elect the following Directors who are retiring pursuant to Article 121 of the Company's Constitution:

(a)	Lim Soon Huat	Resolution 1
(b)	Dato' Mohd Zafer Bin Mohd Hashim	Resolution 2

1. To re-elect the following Directors who are retiring pursuant to Article 128 of the Company's Constitution:

(a)	Elsie Kok Yin Mei	Resolution 3
(b)	Tho Leong Chye	Resolution 4

1. To re-appoint Messrs Ernst & Young PLT as Auditors of the Company and to

authorise the Directors to fix their remuneration.

Resolution 5

1. To approve payment of Directors' fees of RM581,543 for the financial year

ended 31 December 2020.

Resolution 6

1. To approve payment of meeting allowances to the Directors up to an amount

of RM104,000 for the period from 1 July 2021 to 30 June 2022.

Resolution 7

AS SPECIAL BUSINESS

To consider, and if thought fit, to pass the following resolutions:

1. Ordinary Resolution
   To authorise the issue of shares pursuant to Sections 75 and 76 of the Companies Act 2016
   "THAT pursuant to Sections 75 and 76 of the Companies Act 2016, the Directors be and are hereby authorised to allot and issue shares in the Company from time to time until the conclusion of the next Annual General Meeting ("AGM") 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 to be issued pursuant to this resolution does not exceed ten percent (10%) of the total number of issued shares of the Company for the time being, subject always to the approval of all relevant regulatory authorities, if required, being obtained for such allotment and issue.

AND THAT the Directors be and are hereby authorised to do all such acts
and things (including executing any relevant documents) as they may
consider expedient or necessary to complete and give effect to the aforesaid
authority."	Resolution 8
	1

1. Ordinary Resolution
   Renewal of and Additional Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature
   "THAT pursuant to Paragraph 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company and its subsidiaries ("MBC Group") be and are hereby authorised to enter into the recurrent related party transactions as set out in the Circular to Shareholders dated 16 April 2021, which are necessary for MBC Group's day-to-day operations in the ordinary course of business on terms not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders.
   AND THAT such approval shall continue to be in force until:
2. 1. the conclusion of the next AGM of the Company;
   2. the expiration of the period within which the next AGM is required to be held pursuant to Section 340(2) of the Companies Act 2016 (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Companies Act 2016); or
   3. revoked or varied by resolution passed by the shareholders in a general meeting,

whichever is the earlier.

AND THAT the breakdown of the aggregate value of the recurrent related party transactions based on the type of recurrent transaction made and the names of the related parties involved in each type of the recurrent related party transaction made and their relationship with MBC Group, shall be disclosed in the Annual Report of the Company as may be required by the governing authority.

AND FURTHER THAT the Directors be and are hereby authorised to do all such acts and things (including executing any relevant documents) in the interest of the Company, as they may consider expedient or necessary to complete and give effect to the aforesaid mandate."

1. Ordinary Resolution
   Retention of Independent Non-Executive Director
   "THAT approval be and is hereby given to retain Mr Tay Beng Chai, who has served as Independent Non-Executive Director of the Company for more than twelve (12) years, to continue to serve as Independent Non-Executive Director of the Company until the conclusion of the next AGM."
2. To transact any other business.

BY ORDER OF THE BOARD

Tai Yit Chan (MAICSA 7009143)(SSM PC No.: 202008001023)

Tan Ai Ning (MAICSA 7015852)(SSM PC No.: 202008000067) Company Secretaries

16 April 2021

Kuala Lumpur

Resolution 9

Resolution 10

2