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Annual Report 2014 | S P SETIA BERHAD GROUP | 221

Vi. Other Information

notice of annual general meeting

S P SETIA BERHAD (19698-X)

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 (2) 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 qualification 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 beneficial 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 defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint not more than

two (2) 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 officer or attorney duly authorised.

6.

The Form of Proxy duly completed and signed must be deposited at the Registered Office 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 appear in the Record of Depositors on 20 March 2015 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 NOTEA

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.

Resolution 10 - Proposed Shareholders’ Mandate for Recurrent Related PartyTransactions of a Revenue orTrading Nature

The proposed Resolution 10, if approved, will allow the S P Setia Group 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 4 March 2015 which is

circulated together with the Annual Report 2014.

2.

Resolution 11 – Proposed renewal of the authority to allot and issue new S P Setia Shares for the purpose of the Company’s DRP that provides the Shareholders

the option to elect to reinvest their cash dividend in new S P Setia Shares

The proposed Resolution 11, if approved, will give authority to the Directors to allot and issue new S P Setia Shares pursuant to the DRP in respect of dividend

declared in this AGM and subsequently until the next AGM. A renewal of this authority will be sought at the next AGM.

3.

Resolution 12 – Proposed Amendments to the Articles of Association

The Proposed Amendments set out in Appendix 2, which are circulated together with the Annual Report 2014 shall take effect upon the passing of Resolution 12

as a special resolution at the 40th AGM.

OTHER EXPLANATORY NOTES

4.

Director Retirement by Rotation at the 40th AGM

Mr Ng Soon Lai @ Ng Siek Chuan and Dato’ Noor Farida binti Mohd Ariffin who retire in accordance with Article 93 of the Company’s Articles of Association, have

expressed their intention not to seek re-election. Hence, they will retire at the conclusion of the 40th AGM.

5.

Resolutions 3 and 4 - Re-election of Independent Non-Executive Directors

The Board is satisfied that Dato’ Ahmad Pardas bin Senin and Dato’ Seri Ir. Hj. Mohd Noor bin Yaccob could continue to bring sound, independent and objective

judgment to board deliberations through active participation in discussions in decision making by the Board and their ability to act in the best interest of the

Company.

In view thereof, the Board supports the re-election of the Independent Non-Executive Directors at the 40th AGM.