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Save as disclosed above, none of the other Directors or Major Shareholders of the
Company or Persons Connected to them has any interest, direct or indirect, in the
Proposed Shareholders’ Mandate.
6.2 Proposed Amendments to Articles
None of the Directors and/or Major Shareholders of the Company or Persons Connected
to them has any interest, direct or indirect, in the Proposed Amendments to Articles.
7. DIRECTORS’ RECOMMENDATION
7.1 Proposed Shareholders’ Mandate
The Directors (save for Charles Henry Ireland, Siobhan Mary Hamilton, Dr Leslie
Buckley, Edmond Neo Kim Soon and Edward McShane who have abstained from
making a recommendation and giving an opinion on the Proposed Shareholders’
Mandate as they are deemed interested in the Proposed Shareholders’ Mandate),
after due consideration of all aspects, are of the opinion that the Proposed Shareholders’
Mandate is in the best interest of the Company. Accordingly, your Directors (save
for Charles Henry Ireland, Siobhan Mary Hamilton, Dr Leslie Buckley, Edmond Neo
Kim Soon and Edward McShane) recommend that shareholders vote in favour of the
ordinary resolution in respect of the Proposed Shareholders’ Mandate to be tabled at the
forthcoming 48th AGM of the Company.
7.2 Proposed Amendments to Articles
The Directors, having considered all aspects of the Proposed Amendments to Articles,
are of the opinion that the Proposed Amendments to Articles is in the best interest
of the Company and accordingly, recommend that shareholders vote in favour of the
special resolution in respect of the Proposed Amendments to Articles to be tabled at the
forthcoming 48th AGM of the Company.
8. AGM
The resolutions pertaining to the Proposals are set out in the Notice of 48th AGM enclosed in
the abridged version of the Annual Report 2012, which is despatched to you together with this
Circular. The 48th AGM will be held at Sime Darby Convention Centre, 1A Jalan Bukit Kiara
1, 60000 Kuala Lumpur on Thursday, 22 November 2012 at 11.00 a.m or any adjournment
thereof.
If you are unable to attend and vote in person at the AGM, you are requested to complete, sign
and return the original Form of Proxy enclosed in the abridged version of the Company’s Annual
Report 2012, in accordance with the instructions contained thereon as soon as possible and
in any event to reach the Share Registrar’s office at Level 17, The Gardens North Tower, Mid
Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not later than 48 hours before the time
fixed for holding the AGM or any adjournment thereof. The lodging of the Form of Proxy will
not preclude you from attending and voting in person at the 48th AGM if you so subsequently
decide to do so.
9. GENERAL INFORMATION
Shareholders are requested to refer to the attached Appendix II for additional information.
Yours faithfully
For and on behalf of the Board of Directors
GUINNESS ANCHOR BERHAD
TAN SRI SAW HUAT LYE
Chairman / Senior Independent Director