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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.
7. DIRECTORS’ RECOMMENDATION
The Dire
ctors (save for Hans Essaadi, Siobhan Mary Hamilton, Michiel Egeler, Edward McShane and
Choo Tay Sian, Kenneth 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 Hans Essaadi,
Siobhan Mary Hamilton, Michiel Egeler, Edward McShane and Choo Tay Sian, Kenneth) recommend that
shareholders vote in favour of the ordinary resolution in respect of the Proposed Shareholders’ Mandate
to be tabled at the forthcoming 49
th
AGM of the Comp
any.
8. AGM
The resolution pertaining to the Proposed Shareholders’ Mandate is set out in the Notice of 49
th
AGM
enclosed in the abridged version of the Annual Report 2013, which is despatched to you together with
this Circular. The 49
th
AGM will be held at Grand Selangor Ballroom, Grand Dorsett Subang Hotel,
Jalan SS12/1, 47500 Subang Jaya, Selangor, Malaysia on Thursday, 21 November 2013 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
2013, 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 49th AGM if you so subsequently decide to do so.
9. GENERAL INFORMATION
9.1 Directors’ Responsibility Statement
This Circular has been seen and approved by the Directors of the Company who individually and
collectively accept full responsibility for the accuracy of the information as contained in this Circular
and confirm that after having made all reasonable enquiries, and to the best of their knowledge
and belief, there are no other facts, the omission of which would make any statement herein
misleading.
9.2 Material Contracts
There are no material contracts (not being contracts entered into in the ordinary course of
business) which have been entered into by the Company and/or its subsidiaries during the two
years immediately preceding the date of this Circular.
9.3 Material Litigation
As of the date of this Circular, neither the Company nor any of its subsidiary companies is engaged
in any material litigation, claims or arbitration either as plaintiff or defendant and the Directors
do not have any knowledge of any proceedings, pending or threatened, against the Company or
any of its subsidiary companies or of any facts likely to give rise to any proceedings which might
materially affect the position or business of the Company or its subsidiary companies.