NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Forty-Sixth Annual General Meeting of Kumpulan Guthrie Berhad will be held at the Ballroom, Mezzanine Floor, Hotel Equatorial, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia on Thursday, 7 June 2007 at 10.30 a.m. for the following purposes:
ORDINARY BUSINESS:
2
1.
To receive and adopt the Report of the Directors and the Audited Financial Statements for the financial year ended 31 December 2006 and the Auditors’ Report thereon.
2.
To approve the payment of a final dividend of 10% (10 sen per RM1.00 share) comprising: • 6 sen per RM1.00 share (Tax Exempt) • 4 sen per RM1.00 share less 27% Malaysian income tax
3.
To approve the Directors’ fees and remuneration as disclosed in the Audited Financial Statements for the financial year ended 31 December 2006.
4.
To re-elect the following Directors who retire by rotation in accordance with Article 102 of the Company’s Articles of Association: – Datuk Mohamed Adnan Ali – Dato’ Muhammad Nawawi Arshad
5.
To consider and if thought fit, to pass the following Resolution: “That pursuant to Section 129(6) of the Companies Act, 1965, Raja Tan Sri Muhammad Alias Raja Muhammad Ali be reappointed as Director of the Company to hold office until the next Annual General Meeting.”
Kumpulan Guthrie Berhad
6.
To reappoint Messrs. Ernst & Young as Auditors of the Company and to authorise the Directors to fix their remuneration.
7.
AS SPECIAL BUSINESS: To consider and, if thought fit, to pass the following Ordinary Resolutions:(a) AUTHORITY TO ISSUE AND ALLOT SHARES “That, subject always to the Companies Act, 1965, the Articles of Association of the Company and the approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby authorised pursuant to Section 132D of the Companies Act, 1965 to issue and allot shares in the Company at any time until the conclusion of the next Annual General Meeting 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 does not exceed ten percent (10%) of the issued share capital of the Company for the time being.”