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224 | S P SETIA BERHAD GROUP | Annual Report 2014

Vi. Other Information

notice of annual general meeting

S P SETIA BERHAD (19698-X)

Article

No.

Existing Article

Amended Article

Rationale

80.

The remuneration of the Directors shall from time

to time be determined by an ordinary resolution

of the Company in general meeting, and shall

(unless such resolution otherwise provides) be

divisible among the Directors as they may agree,

or failing agreement, equally, except that in the

latter event any Director who shall hold office

for part only of the period in respect of which

such remuneration is payable shall be entitled

only to rank in such division for a proportion of

remuneration related to the period during which

he held office. Such remuneration shall so far as

non-executive Directors are concerned be by way

of a fixed sum and not by way of a commission

on or percentage of profits or turnover. Salaries

payable to Directors who do hold an executive

office in the Company may not include a

commission on or percentage of turnover.

The

remuneration

fees

of the Directors

shall from time to time be determined by

an ordinary resolution of the Company in

general meeting, and shall (unless such

resolution otherwise provides) be divisible

among the Directors as they may agree, or

failing agreement, equally, except that in

the latter event any Director who shall hold

office for part only of the period in respect of

which such

remuneration

fee

is payable shall

be entitled only to rank in such division for

a proportion of

remuneration

fee

related to

the period during which he held office.

Such

remuneration

The fees payable

shall so far

as

to non-executive Directors

are concerned

shall

be by way of a fixed sum and not by way

of a commission on or percentage of profits

or turnover.

Salaries payable to Directors

who do hold an executive office in the

Companymay not include a commission on

or percentage of turnover.

To clarify that Directors’ Fees shall be

determined by the Company in general

meeting.

To adopt wordings set out in Paragraph

7.23ofBursaMalaysiaSecuritiesBerhad

Main Market Listing Requirements.

To remove this sentence as it is already

provided for in Article 90 of the Articles

of Association of the Company.

84.

Any Director, who is appointed to any executive

office or who serves on any committee or who

otherwise performs services which in the opinion

of the Directors are outside the scope of the

ordinary duties of a Director, may be paid such

extra remuneration by way of salary, percentage

of profits or otherwise (but not a commission on

or percentage of turnover) as the Directors may

determine.

Any such extra remuneration payable to non-

executive Directors shall be by way of a fixed sum

or otherwise and shall not include a commission

on or percentage of turnover or profits.

In addition to fees referred to in Article

80,

A

any Director, who is appointed to

any executive office or who serves on any

committee or who otherwise performs

services which in the opinion of the Directors

are outside the scope of the ordinary duties of

a

member of the Board of

Director

s

, may be

paid such extra remuneration by way of salary,

allowance

, percentage of profits or otherwise

(but not a commission on or percentage of

turnover)

as the Directors may determine.

Any such extra remuneration payable to

non-executive Directors shall be by way

of a fixed sum or otherwise and shall not

include a commission on or percentage of

turnover or profits.

Provided that any such extra remuneration

payable (i) to any Director may not include

a commission on or percentage of turnover

and (ii) to any non-executive Director

may also not include a commission on or

percentage of profits.

To reflect the existing provision

with regard to the payment of extra

remuneration to Executive and Non-

Executive Directors of the Company.

90.

The emoluments of any Managing Director or

Executive Director for his services as such shall

be determined by the Board and may be of any

description but shall not include a commission on

or percentage of turnover.

The

emoluments

salaries

of any Managing

Director or Executive Director for his services

as such shall be determined by the Board

and

may be of any description but shall andmay

not include a commission on or percentage

of turnover.

To adopt wordings set out in Paragraph

7.23ofBursaMalaysiaSecuritiesBerhad

Main Market Listing Requirements.