ACT 125

COMPANIES ACT 1965 (REVISED - 1973)

PART V - MANAGEMENT AND ADMINISTRATION

DIVISION 2 - DIRECTORS AND OFFICERS

Section 132D. Approval of company required for issue of shares by directors.

(1) Notwithstanding anything in a company's memorandum or articles, the directors shall not, without the prior approval of the company in general meeting, exercise any power of the company to issue shares. (2) Approval for the purposes of this section may be confined to a particular exercise of that power or may apply to the exercise of that power generally; and any such approval may be unconditional or subject to conditions. (3) Any approval for the purposes of this section shall continue in force until— (a) the conclusion of the annual general meeting commencing next after the date on which the approval was given; or (b) the expiration of the period within which the next annual general meeting after that date is required by law to be held, whichever is the earlier; but any approval may be previously revoked or varied by the company in general meeting. (4) The directors may issue shares notwithstanding that an approval for the purposes of this section has ceased to be in force if the shares are issued in pursuance of an offer, agreement or option made or granted by them while the approval was in force and they were authorized by the approval to make or grant an offer, agreement or option which would or might require shares to be issued after the expiration of the approval. (5) Section 154 shall apply to any resolution whereby an approval is given for the purposes of this section. (6) Any issue of shares made by a company in contravention of this section shall be void and consideration given for the shares shall be recoverable accordingly. (6A) Notwithstanding subsection (1), the directors of a company shall not be required to obtain the prior approval of the company in a general meeting to issue shares where the said shares are to be issued as consideration or part consideration for the acquisition of shares or assets by the company and members of the company have been notified of the intention to issue the said shares at least fourteen days before the date of the issue of the said shares. (6B) For the purpose of subsection (6A), members of the company are deemed to have been notified of the intention to issue shares of the company if— (a) a copy of the statement explaining the purpose of the intended issue of shares has been sent to every member at his last known address according to the register of members; and (b) the copy of the statement has been advertised in a national language and an English language newspaper circulating generally throughout Malaysia. (7) Any director who knowingly contravenes, or permits or authorizes the contravention of, this section with respect to any issue of shares shall be liable to compensate the company and the person to whom the shares were issued for any loss, damages or costs which the company or that person may have sustained or incurred thereby; but no proceedings to recover any such loss, damages or costs shall be commenced, notwithstanding the provisions of the Limitation Act 1953, after the expiration of three years from the date of the issue. (8) This section shall not apply to any issue of shares of a company before— (a) the beginning of the annual general meeting commencing next after the commencement of this section; or (b) the expiration of the period within which the next annual general meeting after the commencement of this section is required by law to be held, whichever is the earlier.