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No. of Ordinary

Shares Held



NRIC No./Company No.

(full name in block letters)


(full address)

being a member/members of S P SETIA BERHAD, hereby appoint

(full name in block letters)



(full address)

and/or failing him/her,


(full name in block letters)


(full address)

or failing him/her, the Chairman of the Meeting as * my/our proxy to attend and vote for * me/us and on * my/our behalf at the Fortieth Annual

General Meeting of the Company to 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 on Thursday, 26 March 2015 at 10.00 a.m. and at any adjournment thereof in

the manner as indicated below:-





Approval of Final Dividend


Re-election of Dato’ Halipah Binti Esa


Re-election of Dato’ Ahmad Pardas Bin Senin


Re-election of Dato’ Seri Ir. Hj. Mohd Noor Bin Yaacob


Re-election of Dato’ Zuraidah Binti Atan


Re-election of Tengku Dato’ Ab. Aziz Bin Tengku Mahmud


Re-appointment of Tan Sri Dato’ Dr. Wan Mohd Zahid Bin Mohd Noordin


Approval of Directors’ Fees for Financial Year Ended 31 October 2014


Appointment of Messrs Ernst &Young as Auditors in place of the retiring auditors, Messrs Mazars and to

authorise the Directors to fix their remuneration

10. Approval of Proposed Shareholders’ Mandate as specified in Section 2.3.1 of the Circular to Shareholders

dated 4 March 2015

11. Approval of Proposed Renewal of Authority to Allot and Issue New Shares under the Company’s Dividend

Reinvestment Plan

12. Approval of Proposed Amendments to the Articles of Association of the Company

* Strike out whichever is not applicable

(Please indicate with an “X” in the spaces above how you wish your votes to be cast. If you do not do so, the proxy will vote or abstain from voting

at his discretion).

Dated this _____________ day of ________________________ 2015.

Signature of Member(s) or Common Seal



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


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.


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.