NOTICE IS HEREBY GIVEN THAT the 42nd Annual General Meeting of Tradewinds Corporation Berhad (“TCB”) will be held on Tuesday, 30 June 2009 at 10.00 a.m. at the Mahkota Ballroom 2, Hotel Istana Kuala Lumpur, 73 Jalan Raja Chulan, 50200 Kuala Lumpur for the following purposes:-
 
ORDINARY BUSINESS
 
1. To receive the Audited Financial Statements for the financial year ended 31 December 2008 together with the Reports of the Directors and Auditors thereon.         (Ordinary Resolution 1)
       
2. To approve the payment of a final gross dividend of 0.36 sen per ordinary share less income tax of 25% and tax exempt dividend of 0.48 sen per ordinary share for the financial year ended 31 December 2008.   (Ordinary Resolution 2)
       
3. To re-elect Tan Sri Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas who retires by rotation pursuant to Article 101 of the Company’s Articles of Association.   (Ordinary Resolution 3)
       
4. To re-appoint Dato’ Abdullah bin Mohd Yusof retiring pursuant to Section 129(6) of the Companies Act, 1965 to hold office until the conclusion of the next Annual General Meeting.   (Ordinary Resolution 4)
       
5. To re-appoint Dato’ Baharuddin bin Musa retiring pursuant to Section 129(6) of the Companies Act, 1965 to hold office until the conclusion of the next Annual General Meeting.   (Ordinary Resolution 5)
       
6. To approve Directors’ fees for the financial year ended 31 December 2008.   (Ordinary Resolution 6)
       
7. To re-appoint Messrs BDO Binder as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration.   (Ordinary Resolution 7)
 
SPECIAL BUSINESS
 
  To consider and if thought fit, to pass the following resolution:-  
       
8. Ordinary Resolution - Authority to Issue Shares    
       
  “THAT pursuant to Section 132D of the Companies Act, 1965 the Directors be and are hereby authorised to issue shares in the Company at any time until the conclusion of the next Annual General Meeting of the Company and upon such terms and conditions and for such purposes as the Directors shall in their absolute discretion deem fit provided always that the aggregate number of shares to be issued shall not exceed ten per cent (10%) of the issued share capital of the Company and the relevant approvals of the regulatory bodies shall have been obtained.”   (Ordinary Resolution 8)
       
9.

To transact any other business of which due notice shall have been received.

    
       
 
SPECIAL BUSINOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT
 
  NOTICE IS HEREBY GIVEN THAT the final gross dividend of 0.36 sen per ordinary share less income tax of 25% and tax exempt dividend of 0.48 sen per ordinary share for the financial year ended 31 December 2008, if approved by the shareholders at the forthcoming Annual General Meeting, will be paid on 10 September 2009 to the shareholders whose names appear in the Record of Depositors of the Company at the close of business on 17 August 2009.  
       
  A depositor shall qualify for entitlement to the dividend only in respect of:-    
  (a) Shares deposited into the depositor’s securities account before 12:30 p.m. on 13 August 2009 in respect of shares exempted from mandatory deposit;    
       
  (b) Shares transferred into the depositor’s securities account before 4:00 p.m. on 17 August 2009 in respect of ordinary transfers; and    
       
  (c) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad.    
 

BY ORDER OF THE BOARD

SAKINAH BINTI ABDUL KADIR (MAICSA 7000087)
Company Secretary

Kuala Lumpur
8 June 2009
 
Notes:-
1. A member entitled to attend and vote at the forthcoming Annual General Meeting  is entitled to appoint not more than two (2) proxies to attend and vote in his/her stead. A proxy need not be a member of the Company, an advocate, an approved company auditor or a person approved by the Registrar.
   
2. In the case of a corporate member, the instrument appointing a proxy shall be given under the company’s seal or under the hand of its attorney or officer.
   
3. If a member wishes to appoint two (2) proxies, the shares represented by each proxy must be specified failing which the appointment is not valid.
   
4. The instrument appointing a proxy must be deposited with the Company’s Registrar, Symphony Share Registrars Sdn Bhd, Level 26, Menara Multi Purpose, Capital Square, No. 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur not less than 48 hours before the time appointed for the holding of the Annual General Meeting or adjourned meeting.
 
EXPLANATORY NOTES ON RESOLUTIONS:-
Ordinary Resolution 8 - Authority to Issue Shares

The Proposed Resolution 8, if passed, will empower the Board of Directors of the Company to issue and allot ordinary shares in the Company up to and not exceeding in total ten per cent (10%) of the issued share capital of the Company at any time to such persons and for such purposes as it considers justified in the interest of the Company. This flexibility will save time and cost of having to convene a general meeting just to approve an issue of shares should the need arise. This authority will, unless earlier revoked by the shareholders, expire at the next Annual General Meeting of the Company.
   

Statement Accompanying Notice of Annual General Meeting

Pursuant to Paragraph 8.28(2) of the Listing Requirements of Bursa Malaysia Securities Berhad
   
i) The following Directors are retiring by rotation pursuant to Article 101 of the Company’s Articles of Association:-
   
  (a) Tan Sri Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas has indicated his intention to seek re-election at the forthcoming Annual General Meeting.
   
  (b) Tan Sri Datuk Amar (Dr) Hamid bin Bugo has indicated his intention not to seek re-election at the forthcoming Annual General Meeting.
   
ii) Directors standing for re-appointment who retire pursuant to Section 129(6) of the Companies Act, 1965 are as follows:
   
  (a) Dato’ Abdullah bin Mohd Yusof
   
  (b) Dato’ Baharuddin bin Musa
   

The details of the above Directors seeking re-election and their attendance at Board Meeting are set out in the Profile of Directors from pages 6 to 12 of this Annual Report.