Page 189 - S P Setia Annual Report 2013
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Annual Report 2013 S P SETIA BERHAD GROUP Other Information | 187






NOTICE OF ANNUAL GENERAL MEETING (CONT’D)








NOTES :

1. A member entitled to attend and vote at the meeting is entitled to appoint not more than two (2) proxies to attend and vote in his/her stead. Where a member appoints two
proxies, he shall specify the proportion of his shareholdings to be represented by each proxy.
2. A proxy need not be a member of the Company. There shall be no restriction as to the qualifcation of the proxy and the provisions of Section 149(1)(b) of the Act shall not
apply to the Company. A proxy appointed to attend and vote at a meeting of the Company shall have the same rights as the member to speak at the meeting.

3. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple benefcial owners in one (1) securities account
(“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

4. Where a member of the Company is an authorised nominee as defned under the Securities Industry (Central Depositories) Act, 1991, it may appoint not more than two
proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the securities account.
5. The Form of Proxy, in the case of an individual, shall be signed by the appointor or his attorney, and in the case of a corporation, either under seal or under the hand of an
offcer or attorney duly authorised.
6. The Form of Proxy duly completed and signed must be deposited at the Registered Offce of the Company at Plaza 138, Suite 18.03, 18th Floor, 138, Jalan Ampang, 50450
Kuala Lumpur not less than 48 hours before the time for holding the meeting or any adjournment thereof.
7. Only members whose names appears in the Record of Depositors on 14 March 2014 shall be entitled to attend, speak and vote at this meeting or appoint proxy/proxies to
attend and/or vote on his/her behalf.

EXPLANATORY NOTE A
This Agenda item is meant for discussion only as under the provisions of Section 169(1) of the Act and the Company’s Articles of Association, the audited accounts do not require
the formal approval of shareholders. As such, this item is not put forward for voting.
EXPLANATORY NOTES ON SPECIAL BUSINESS
1. Ordinary Resolution 10 and 11- Retention of Independent Non-Executive Director

The proposed Resolution 10 and 11, if passed, will allow the independent directors to be retained and continue acting as independent directors to fulfll the requirements of
Paragraph 3.04 of the Main Market Listing Requirements and in line with the recommendation Nos. 3.2 and 3.3 of the Malaysian Code on Corporate Governance 2012. The
justifcation and recommendations for the retention is set out in page 69 of the Corporate Governance Statement in the Annual Report 2013.
2. Ordinary Resolution 12 – Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature.
The proposed Resolution 12, if approved, will allow the Company and its subsidiaries to enter into recurrent related party transactions of a revenue and trading nature relating
to sale of properties by the S P Setia Group to related parties. The details of the proposal are set out in the Circular to Shareholders dated 26 February 2014 which is circulated
together with the Annual Report 2013.
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