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218 | S P SETIA BERHAD GROUP | Annual Report 2014

Vi. Other Information

NOTICE OF

ANNUAL GENERAL

MEETING

S P Setia Berhad (19698-x)

NOTICE IS HEREBY GIVEN

that the Fortieth Annual General Meeting (“40th AGM”) of the Company will be held at

Function Room 1, Setia

City Convention Centre, No. 1, Jalan Setia Dagang AG U13/AG, Setia Alam, Seksyen U13, 40170 Shah Alam, Selangor Darul Ehsan

onThursday, 26 March 2015 at 10.00 a.m.

for the following purposes:

AGENDA

1. To receive the audited financial statements of the Company for the financial year ended 31 October 2014 together

with the reports of the Directors and Auditors thereon.

2. To declare a single tier final dividend of 5.7 sen per share for the financial year ended 31 October 2014.

3. To re-elect the following Directors who retire in accordance with Article 98 of the Company’s Articles of Association

and, being eligible, offer themselves for re-election :

(a) Dato’ Halipah binti Esa

(b) Dato’ Ahmad Pardas bin Senin

(c) Dato’ Seri Ir. Hj. Mohd Noor bin Yaacob

(d) Dato’ Zuraidah binti Atan

(e) Tengku Dato’ Ab. Aziz bin Tengku Mahmud

4. To consider and, if thought fit, to pass the following Ordinary Resolution in accordance with Section 129(6) of the

Companies Act, 1965 (“Act”):-

THAT

Tan Sri Dato’ Dr. Wan Mohd Zahid bin Mohd Noordin, who has attained the age of seventy years and

retiring in accordance with Section 129(2) of the Act, be and is hereby re-appointed as Director of the Company

to hold office until the conclusion of the next Annual General Meeting”.

5. To approve the payment of Non-Executive Directors’ Fees of RM1,053,000 for the financial year ended 31 October

2014 (2013: RM896,000).

6. To appoint Messrs Ernst &Young as Auditors of the Company in place of the retiring Auditors, Messrs Mazars and

to authorise the Directors to fix their remuneration.

Notice of Nomination pursuant to Section 172(11) of the Act (a copy of which is annexed and marked as “Appendix

1” in the Annual Report 2014) has been received by the Company for the nomination of Messrs Ernst & Young

who have given their consent to act, for appointment as Auditors in place of the retiring Auditors, Messrs Mazars

and of the intention to propose the following ordinary resolution:-

THAT

Messrs Ernst &Young be and are hereby appointed auditors of the Company in place of the retiring auditors,

Messrs Mazars, to hold office until the conclusion of the next Annual General Meeting and at a remuneration to

be determined by the Directors.”

Please refer to

Explanatory Note A

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6

Resolution 7

Resolution 8

Resolution 9