APM AUTOMOTIVE HOLDINGS BERHAD
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Explanatory Notes On Special Business:
(1)
Resolution 8 - Proposed Grant of Authority Pursuant to Section 132D of the Companies Act, 1965
The Company continues to consider opportunities to broaden the operating base and earnings potential of the Company. If
any of the expansion or diversification proposals involve the issue of new shares, the Directors of the Company, under normal
circumstances, would have to convene a general meeting to approve the issue of new shares even though the number involved
may be less than 10% of the issued share capital of the Company.
To avoid delay and cost involved in convening a general meeting to approve such issue of shares, the Directors of the
Company had obtained the general mandate at the Company’s 17th Annual General Meeting held on 28 May 2014 to allot and
issue shares in the Company up to an amount not exceeding in total 10% of the issued and paid-up share capital (excluding
treasury shares) of the Company for the time being, for such purpose. The Company has not issued any new shares under the
general mandate granted to the Directors at the 17th Annual General Meeting which will lapse at the conclusion of the 18th
Annual General Meeting to be held on 27 May 2015.
A renewal of the mandate is being sought at the 18th Annual General Meeting under proposed Resolution 8. The renewed
mandate, unless revoked or varied at a general meeting, shall continue to be in force until the conclusion of the next Annual
General Meeting of the Company.
(2)
Resolution 9 – Proposed Renewal of Authority for the Company to Purchase its Own Ordinary Shares
The proposed Resolution 9, if passed, will empower the Directors to purchase the Company’s shares of up to 10% of the
issued and paid-up share capital of the Company by utilising the funds allocated out of the retained profits and share premium
of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual
General Meeting of the Company.
Further information on Resolution 9 is set out in the Circular to Shareholders dated 30 April 2015 despatched together with the
Company’s 2014 Annual Report.
(3)
Resolutions 10, 11 and 12 – Proposed Shareholders’ Mandate for Recurrent Related Party Transactions
The proposed Resolutions 10, 11 and 12 if passed, will enable the Company and/or its subsidiaries to enter into recurrent
transactions involving the interest of related parties, which are of a revenue or trading nature and necessary for the Group’s
day-to-day operations, subject to the transactions being carried out in the ordinary course of business and on terms not to the
detriment of the minority shareholders of the Company.
Further information on Resolutions 10, 11 and 12 are set out in the Circular to Shareholders dated 30 April 2015 despatched
together with the Company’s 2014 Annual Report.
Personal Data Privacy
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the 18th Annual General
Meeting of the Company (“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 or service providers) for the purpose of the processing,
administration and analysis by the Company (or its agents or service providers) 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 or service providers) to comply
with any applicable laws, listing rules, 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 or service providers),
the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the
Company (or its agents or service providers) of the personal data 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.
NOTICE OF
ANNUAL GENERAL MEETING
