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We refer to the press statement of Technology Resources Industries Berhad ("TRI") dated 27 June 2002 entitled "TRI Rejects Telekom Malaysia's Claims".
Telekom Malaysia Berhad and Telekom Enterprise Sdn Bhd (collectively "TM") have read and assessed the basis for TRI's rejection of its proxy forms. TM finds the arguments presented by TRI to be baseless and without any merit. Based on the advice provided by two legal advisers of TM, Messrs. Lee Hishammuddin and Zul Rafique & Partners, TM is fully convinced that TRI has no valid grounds for denying its appointed proxies the right to attend, participate and vote at the Annual General Meeting ("AGM") and Extraordinary General Meeting ("EGM") of TRI on 26 June 2002. Furthermore, TM is advised that various provisions of the Companies Act, 1965 may have been contravened relating to rights of shareholders to attend, participate and vote at general meetings.
TRI contends that TM’s failure to identify the relevant securities accounts in certain of its proxy forms has rendered these forms invalid. TRI further states that the requirement is clearly printed on the proxy forms. To support this view, TRI in its announcement, extracted from the Form of Proxy the following:-
“Note 2: Where a member of the company is an authorized nominee as defined under the Central Depositories Act, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.”
No part of this text (and in the Form of Proxy, Articles of Association of TRI or relevant law for that matter) requests, instructs or demands that the Proxy Form must include a securities account number, the name of the beneficial shareholder or the identity of the securities account in any other manner. In fact, Note 2 simply and expressly refers to the number of proxies each authorised nominee may appoint for each securities account it holds.
TRI’s contention is therefore unfounded.
TM notes that whilst the resolutions of a meeting can be called into question should a proxy holding a defective form be allowed to attend and vote at a meeting, it is equally true that the wrongful exclusion of a valid proxy preventing a member from exercising his statutory right to attend, participate and vote at a meeting is an abuse of power, rendering null and void the meeting and all resolutions passed thereat.
The importance of shareholder meetings amplifies the call for the Board of TRI to carry out its fiduciary duty to ensure that every effort is taken to allow legitimate shareholders of the company the opportunity to attend, participate and vote at the meetings of the company. Instead, TRI has made an arbitrary decision to prevent TM from even attending the said meetings.
TM firmly stands by its position and has accordingly highlighted its concerns to the relevant authorities for their consideration. TM has instructed its legal advisers to explore all possible avenues to ensure that its fundamental shareholder rights are adequately protected and vindicated.