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21. SHARE CAPITAL
Group and Bank
2013
2012
Number
Number
of shares
Amount
of shares
Amount
RM
RM
Authorised
Ordinary shares of RM1 each
3,000,000,000
3,000,000,000
3,000,000,000
3,000,000,000
Special Rights
1
1
1
1
At 31 December
3,000,000,001
3,000,000,001
3,000,000,001
3,000,000,001
Issued and fully paid
Ordinary shares of RM1 each
2,708,665,283
2,708,665,283
2,708,665,283
2,708,665,283
Special Rights
1
1
1
1
At 31 December
2,708,665,284
2,708,665,284
2,708,665,284
2,708,665,284
The Special Rights Redeemable Share (“Special Rights”) may be held or transferred only to the Minister of Finance
(Incorporated) or it successors or any Minister, representative or any person acting on behalf of the Government of Malaysia.
The Special Rights shareholder shall have the right from time to time to appoint any person to be an appointed Director
(“Government Appointed Director”), so that there shall not be more than four Government appointed Directors at any time.
The Special Rights shareholder or any person acting on its behalf shall be entitled to receive notice of and to attend and
speak at all general meetings of any meeting of any class of shareholders of the Bank, but the Special Share shall carry
neither right to vote nor any other rights at any such meeting.
In a distribution of capital in a winding up of the Bank, the Special Rights shareholder shall be entitled to repayment of the
capital paid up on the Special Share in priority to any repayment of capital to any other member. The Special Share shall
confer no other right to participate in the capital or profits of the Bank.
The Special Rights shareholder may subject to the provision of the Companies Act, 1965, require the Bank to redeem the
Special Share at par at any time by serving written notice upon the Bank and delivering the relevant share certificate.
The Special Rights shareholder shall determine on general guidelines pertaining to lending, investments and divestment by
the Bank from time to time as deemed appropriate.
22. RETAINED PROFITS
Prior to the year of assessment 2008, Malaysian companies adopted the full imputation system. In accordance with the
Finance Act 2007 which was gazetted on 28 December 2007, companies shall not be entitled to deduct tax on dividends paid,
credited or distributed to its shareholders, and such dividends will be exempted from tax in the hands of the shareholders
(“single tier system”). However, there is a transitional period of six years, expiring on 31 December 2013, to allow companies
to pay franked dividends to their shareholders under limited circumstances. Companies also have an irrevocable option
to disregard the 108 balance and opt to pay dividends under the single tier system. The change in the tax legislation also
provides for the 108 balance to be locked-in as at 31 December 2007 in accordance with Section 39 of the Finance Act 2007.
EXIM Bank Annual Report 2013
147