Notice of the 53rd Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the 53rd Annual General Meeting of Malayan Banking Berhad (Maybank/the Company) will be held at the Grand Ballroom, Level 1, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Thursday, 28 March 2013 at 10.00 a.m. for the following businesses:-
As Ordinary Busines:
- To re-appoint Messrs Ernst & Young as Auditors of the
Company for the financial year ending 31 December 2013
and to authorise the Directors to fix their remuneration.
(Ordinary Resolution 7)
As Special Busineses:
To consider, and if thought fit, to pass the following Ordinary resolution:-
- To transact any other business of the Company for which due notice shall have been received in accordance with the Companies Act, 1965.
BY ORDER OF THE BOARD
MOHD NAZLAN MOHD GHAZALI
6 March 2013
- Explanatory notes on Special Businesses:-
Ordinary Resolution 8 – Authority to Directors to Issue Shares
The Proposed Ordinary Resolution 8 is a renewal of the general mandate pursuant to Section 132D of the Companies Act, 1965 obtained from the shareholders of the Company at the previous Annual General Meeting and, if passed will give powers to the Directors to issue ordinary shares in the capital of the Company up to an aggregate amount not exceeding 10% of the issued and paid-up share capital of the Company for the time being without having to convene a general meeting. This general mandate, unless revoked or varied at a general meeting, will expire at the next AGM.
The general mandate from shareholders is to provide the Bank flexibility to undertake any share issuance during the financial year without having to convene a general meeting. The rationale for this proposed mandate is to allow for possible share issue and/or fund raising exercises including placement of shares for the purpose of funding current and/or future investment project, working capital and/or acquisitions as well as in the event of any strategic opportunities involving equity deals which may require the Bank to allot and issue new shares on urgent basis and thereby reducing administrative time and costs associated with the convening of additional shareholders meeting(s). In any event, the exercise of the mandate is only to be undertaken if the Board considers it to be in the best interest of the Company.
Pursuant to the last mandate granted to the Directors at the 52nd AGM which will lapse at the conclusion of the 53rd AGM to be held on Thursday, 28 March 2013, Maybank had placed out 412,000,000 new ordinary shares representing 4.98% of the enlarged issued and paid up share capital of Maybank as at 12 October 2012, at an issue price of RM8.88 each, which raised a total proceeds of RM3,658,560,000 which shares were all listed on the Main Market of Bursa Malaysia Securities Berhad on 12 October 2012 ("Private Placement").
The purpose of the Private Placement, as previously announced, was to strengthen the Company’s capital base and support its growth objectives as well as to facilitate the meeting of the more stringent capital requirements under the Basel III framework. The proceeds was utilised for working capital and general banking purposes.
Additional details and status of the utilisation of proceeds from the Private Placement are set out in the "Additional Compliance Information" on page 211 of this Annual Report.