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:

As Special Busineses:

To consider, and if thought fit, to pass the following Ordinary resolution:-


Company Secretary

Kuala Lumpur
6 March 2013

  1. A member entitled to attend, speak and vote at the AGM is entitled to appoint a proxy to attend, speak and on a show of hands or on a poll, to vote in his stead. A proxy may but need not be a member of the Company. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, under its common seal or in some other manner approved by its directors.
    • A member shall not be entitled to appoint more than two (2) proxies to attend, speak and vote at the meeting.
    • Notwithstanding the above, an exempt authorised nominee may appoint multiple proxies in respect of each Omnibus Account held.
    • A member who is an authorised nominee as defined under the Securities Industry (Central Depository) Act 1991, may appoint at least one proxy but not more than two proxies in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.
    • Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportions of his holding to be represented by each proxy.
  2. Duly completed Form of Proxy must be deposited at the office of the appointed share registrar for this AGM, Tricor Investor Services Sdn Bhd at Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur no later than 26 March 2013 at 10.00 a.m.
  3. For a Form of Proxy executed outside Malaysia, the signature must be attested by a Solicitor, Notary Public, Consul or Magistrate.
  4. Only members registered in the Record of Depositors as at 22 March 2013 shall be eligible to attend the AGM or appoint proxy to attend and vote on his/her behalf.
  5. Explanatory notes on Ordinary Businesses:-
    • Ordinary Resolution 2 – Payment of Final Dividend The proposed Final Dividend as per Resolution 2 consists of cash portion of 4 sen single-tier dividend per ordinary share and an electable portion of 29 sen (net 24.5 sen) per ordinary share, where the electable portion comprises of 11 sen single-tier dividend and 18 sen franked dividend (net 13.5 sen) per ordinary share. The electable portion can be elected to be reinvested in new ordinary shares in accordance with the Dividend Reinvestment Plan as disclosed in Note 46 of the Financial Statements.

      Pursuant to Section 8.26 of the Main Market Listing Requirements, the Final Dividend, if approved, will be paid not later than three (3) months from the shareholders’ approval. The Book Closure Date will be announced by the Company after the AGM.

    • Ordinary Resolutions 4, 5 and 6 – Assessment of Independence of Independent Directors The independence of Dato’ Mohd Salleh Harun, Dato’ Seri Ismail Shahudin and Mr. Erry Riyana Hardjapamekas who have served as Independent Non-Executive Directors of the Company has been assessed by the Nomination & Remuneration Committee and affirmed by the Board.
  6. 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.

    • Ordinary Resolution 9 – Dividend Reinvestment Plan This proposed Ordinary Resolution 9 will give authority to the Directors to allot and issue shares for the Dividend Reinvestment Plan in respect of dividends declared in this AGM and subsequently until the next AGM. A renewal of this authority will be sought at the next AGM.
  7. Statement Accompanying the Notice of Annual General Meeting Additional information pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is set out in Annexure A to Maybank’s Annual Report 2012.