The Board of Directors of Rubberex Corporation (M) Berhad (“the Company” or “Rubberex”) wishes to announce that the shareholders of the Company have approved all the resolutions set out in the Notice of Twenty-Fourth Annual General Meeting ("24th AGM") dated 5 June 2020 at the 24th AGM of the Company held on 7 July 2020.
The resolutions were decided by way of poll voting at the 24th AGM. The results of the poll were validated by Asia Securities Sdn Bhd, the Independent Scrutineer appointed by the Company.
The decisions for Resolutions 9 and 10 are determined through a two-tier voting process – Tier 1: large shareholder and Tier 2: other shareholders pursuant to Practice 4.2 of the Malaysian Code on Corporate Governance (“Practice 4.2”).
As announced on 22 June 2020, Hextar Rubber Sdn Bhd (formerly known as ERPStar Inc. Sdn. Bhd.) and Dato' Ong Choo Mengare the Joint Offerors for the unconditional mandatory take-over offer (“Offer”) to acquire all the remaining ordinary shares in Rubberex not already owned by the Joint Offerors. Hence, they are restricted to exercise their voting shares or voting rights on all resolutions tabled at the 24th AGM of the Company pursuant to Rule 15.01 of the Rules on Take-overs, Mergers and Compulsory Acquisitions (“Rule 15.01”). The Joint Offerors are also the large shareholders under Practice 4.2 as they collectively hold 50.18% equity interest in Rubberex.
Notwithstanding the above, upon consulting the Securities Commission Malaysia ("SC"), the Company noted that Resolutions 9 and 10 are deemed carried although only the shareholders other than the large shareholders under Tier 2 voted in favour of both resolutions pursuant to Practice 4.2 and the large shareholders (Joint Offerors) under Tier 1 abstained from voting pursuant to Rule 15.01.
Details of the poll results are as follows:-
Resolution |
Description |
Shareholders Action |
Voted |
Results |
|||
Voted |
No. of Shareholders |
No. of Shares |
% of Voted Shares |
||||
Resolution 9 - Tier 1 |
To retain Dato' Mohamed Bin Hamzah to continue to act as Independent Non-Executive Director. |
Abstained |
- |
- |
- |
- |
- |
Resolution 9 - Tier 2 |
To retain Dato' Mohamed Bin Hamzah to continue to act as Independent Non-Executive Director. |
For Voting |
For |
49 |
17,239,393 |
96.663 |
Accepted |
Against |
9 |
595,100 |
3.337 |
||||
Resolution 10 - Tier 1 |
To retain Encik Mustapha Bin Mohamed to continue to act as Independent Non-Executive Director. |
Abstained |
- |
- |
- |
- |
- |
Resolution 10 - Tier 2 |
To retain Encik Mustapha Bin Mohamed to continue to act as Independent Non-Executive Director. |
For Voting |
For |
50 |
17,778,033 |
96.761 |
Accepted |
Against |
9 |
595,100 |
3.239 |
Voting Results |
||
1. 1 |
||
Description |
To approve the payment of the under provision of the Directors' benefits from 31 May 2019 until 7 July 2020. |
|
Shareholder’s Action | For Voting | |
Voted | For | Against |
No. of Shareholders | 49 | 6 |
No. of Shares | 17,741,689 | 25,000 |
% of Voted Shares | 99.8590 | 0.1410 |
Result | Accepted | |
2. 2 |
||
Description |
To approve the payment of Directors' fees for the financial year ended 31 December 2019. |
|
Shareholder’s Action | For Voting | |
Voted | For | Against |
No. of Shareholders | 48 | 7 |
No. of Shares | 17,741,589 | 25,100 |
% of Voted Shares | 99.8590 | 0.1410 |
Result | Accepted | |
3. 3 |
||
Description |
To approve the payment of Directors' benefits from 8 July 2020 until the next Annual General Meeting of the Company. |
|
Shareholder’s Action | For Voting | |
Voted | For | Against |
No. of Shareholders | 49 | 6 |
No. of Shares | 17,741,689 | 25,000 |
% of Voted Shares | 99.8590 | 0.1410 |
Result | Accepted | |
4. 4 |
||
Description |
To re-elect Mr. Khoo Chin Leng who is retiring pursuant to Clause 76(3) of the Company's Constitution. |
|
Shareholder’s Action | For Voting | |
Voted | For | Against |
No. of Shareholders | 54 | 4 |
No. of Shares | 18,359,043 | 3,400 |
% of Voted Shares | 99.9810 | 0.0190 |
Result | Accepted | |
5. 5 |
||
Description |
To re-elect Encik Sharifuddin Bin Shoib who is retiring pursuant to Clause 76(3) of the Company's Constitution. |
|
Shareholder’s Action | For Voting | |
Voted | For | Against |
No. of Shareholders | 49 | 8 |
No. of Shares | 17,951,719 | 364,300 |
% of Voted Shares | 98.0110 | 1.9890 |
Result | Accepted | |
6. 6 |
||
Description |
To re-elect Dato' Ong Choo Meng who is retiring pursuant to Clause 78 of the Company's Constitution. |
|
Shareholder’s Action | For Voting | |
Voted | For | Against |
No. of Shareholders | 54 | 5 |
No. of Shares | 18,012,633 | 360,500 |
% of Voted Shares | 98.0380 | 1.9620 |
Result | Accepted | |
7. 7 |
||
Description |
To re-elect Dato' Chan Choun Sien who is retiring pursuant to Clause 78 of the Company's Constitution. |
|
Shareholder’s Action | For Voting | |
Voted | For | Against |
No. of Shareholders | 54 | 5 |
No. of Shares | 18,363,633 | 9,500 |
% of Voted Shares | 99.9480 | 0.0520 |
Result | Accepted | |
8. 8 |
||
Description |
To re-appoint Messrs Deloitte PLT as Auditors of the Company and to authorise the Directors to fix their remuneration. |
|
Shareholder’s Action | For Voting | |
Voted | For | Against |
No. of Shareholders | 55 | 4 |
No. of Shares | 18,366,633 | 6,500 |
% of Voted Shares | 99.9650 | 0.0350 |
Result | Accepted | |
9. 9 |
||
Description |
To retain Dato' Mohamed Bin Hamzah to continue to act as Independent Non-Executive Director. |
|
Shareholder’s Action | For Voting | |
Voted | For | Against |
No. of Shareholders | 49 | 9 |
No. of Shares | 17,239,393 | 595,100 |
% of Voted Shares | 96.6630 | 3.3370 |
Result | Accepted | |
10. 10 |
||
Description |
To retain Encik Mustapha Bin Mohamed to continue to act as Independent Non-Executive Director. |
|
Shareholder’s Action | For Voting | |
Voted | For | Against |
No. of Shareholders | 50 | 9 |
No. of Shares | 17,778,033 | 595,100 |
% of Voted Shares | 96.7610 | 3.2390 |
Result | Accepted | |
11. 11 |
||
Description |
Authority to issue and allot shares pursuant to Sections 75 and 76 of the Companies Act, 2016. |
|
Shareholder’s Action | For Voting | |
Voted | For | Against |
No. of Shareholders | 51 | 7 |
No. of Shares | 18,132,233 | 240,400 |
% of Voted Shares | 98.6920 | 1.3080 |
Result | Accepted | |
12. 12 |
||
Description |
Proposed Share Buy-Back Authority. |
|
Shareholder’s Action | For Voting | |
Voted | For | Against |
No. of Shareholders | 54 | 3 |
No. of Shares | 18,366,333 | 3,300 |
% of Voted Shares | 99.9820 | 0.0180 |
Result | Accepted | |