S P Setia AR 2014 Background Image
Table of Contents Table of Contents
Previous Page  222 / 234 Next Page
Information
Show Menu
Previous Page 222 / 234 Next Page
Page Background

220 | S P SETIA BERHAD GROUP | Annual Report 2014

Vi. Other Information

notice of annual general meeting

S P SETIA BERHAD (19698-X)

8.

ORDINARY RESOLUTION

PROPOSED RENEWAL OF THE AUTHORITY TO ALLOT AND ISSUE NEW ORDINARY SHARES OF

RM0.75 EACH IN THE COMPANY (“S P SETIA SHARES”), FOR THE PURPOSE OF THE COMPANY’S

DIVIDEND REINVESTMENT PLAN (“DRP”) THAT PROVIDES THE SHAREHOLDERS OF THE COMPANY

(“SHAREHOLDERS”) THE OPTION TO ELECT TO REINVEST THEIR CASH DIVIDEND IN NEW S P SETIA

SHARES

THAT

pursuant to the DRP as approved by the Shareholders at the Extraordinary General Meeting held on 20

March 2014 and subject to the approval of the relevant regulatory authority (if any), approval be and is hereby given

to the Company to allot and issue such number of new S P Setia Shares from time to time as may be required to

be allotted and issued pursuant to the DRP until the conclusion of the next AGM upon such terms and conditions

and to such persons as the Directors of the Company at their sole and absolute discretion, deem fit and in the

interest of the Company PROVIDED THAT the issue price of the said new S P Setia Shares shall be fixed by the

Directors at not more than ten percent (10%) discount to the adjusted five (5) market days volume weighted

average market price (“VWAP”) of S P Setia Shares immediately prior to the price-fixing date, of which VWAP

shall be adjusted ex-dividend before applying the aforementioned discount in fixing the issue price and the issue

price may not be less than the par value of S P Setia Shares;

AND THAT

the Directors and the Secretary of the Company be and are hereby authorised to do all such acts

and enter into all such transactions, arrangements, deeds, undertakings and documents as may be necessary

or expedient in order to give full effect to the DRP with full power to assent to any conditions, modifications,

variations and/or amendments as may be imposed or agreed to by any relevant authorities (if any) or consequent

upon the implementation of the said conditions, modifications, variations and/or amendments, by the Directors

as they, in their absolute discretion, deem fit and in the best interest of the Company.”

9.

SPECIAL RESOLUTION

PROPOSED AMENDMENTSTOTHE ARTICLES OF ASSOCIATION OFTHE COMPANY

THAT

the proposed amendments to the Articles of Association of the Company set out in Appendix 2 (“Proposed

Amendments”) on pages 223 to 224 of the Annual Report 2014 be and are hereby approved and adopted;

ANDTHAT

authority be and is hereby given to the Directors of the Company to do all such acts, deeds and things

as are necessary and/or expedient in order to give full effect to the Proposed Amendments with full powers to

assent to any conditions, modifications and/or amendments as may be required by the relevant authorities.”

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

By Order of the Board

LEEWAI NGAN (LS 00184)

CHANTOYEYING (LS 00185)

Company Secretaries

4 March 2015

Kuala Lumpur

Resolution 11

Resolution 12