TANJONG PUBLIC LIMITED COMPANY ("Tanjong" or "Company")
- Proposed Adoption of New Articles of Association of Tanjong
1. INTRODUCTION
The Board of Directors of Tanjong is pleased to announce that the Company proposes to amend its existing Articles of Association: -
(a) by deleting all the provisions of the Company's Memorandum of Association which, by virtue of Section 28 of the UK Companies Act 2006 ("UKCA 2006"), are treated as provisions of the Company's Articles of Association; and
(b) by adopting new Articles of Association of the Company ("New Articles") in substitution for, and to the exclusion of, the existing Articles of Association of the Company,
(collectively, "Proposed Adoption of New Articles").
The provisions of the Company's Memorandum of Association referred to in (a) above are no longer necessary to be incorporated in the Company's Articles of Association.
2. RATIONALE FOR THE PROPOSED ADOPTION OF NEW ARTICLES
The rationale for the Proposed Adoption of New Articles is, inter alia, to reflect the implementation of the remaining provisions of the UKCA 2006 which was introduced in 2006 and has been implemented on a staggered basis since then and the provisions of the European Union Shareholder Rights Directive ("Directive").
As a company incorporated in England, Tanjong is subject to the provisions of the UKCA 2006 and the Directive.
Details of the Proposed Adoption of New Articles will be set out in a Circular to the shareholders of Tanjong to be issued by the Company in due course.
3. EFFECTS OF THE PROPOSED ADOPTION OF NEW ARTICLES
The Proposed Adoption of New Articles will not have any effect on the issued and paid-up share capital, consolidated earnings per share, consolidated net assets per share or dividends of Tanjong or the shareholdings of the substantial shareholders of Tanjong.
4. CONDITIONS TO THE PROPOSED ADOPTION OF NEW ARTICLES
The Proposed Adoption of New Articles is conditional upon approval being obtained from the members of Tanjong by way of a special resolution at the forthcoming Eighty-Third Annual General Meeting of the Company.
5. DIRECTORS' INTERESTS
The Proposed Adoption of New Articles includes amendments to the following Article, which may affect the interest of Directors: -
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Article 1(e)
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A proposed amendment to Article 1(e) to increase the cap in the aggregate quantum of fee payable per annum to each Director to RM1,000,000/- and for the fee payable to each Director to be denominated in Ringgit Malaysia rather than in Pound Sterling.
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Directors of the Company whether or not holding office in an executive or non-executive capacity, would not be considered as having an interest in the proposed amendment to Article 1(e) as there is no current intention to propose any increase in the aggregate quantum of fee payable per annum to the Directors.
6. DIRECTORS' STATEMENT
The Directors of the Company are of the opinion that the Proposed Adoption of New Articles is in the best interest of Tanjong.