Page 215 - S P Setia Annual Report 2016
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S P Setia Berhad Group                                                                                213
          Annual Report 2016






                                                                                Notice of Annual General Meeting


          7.   ORDINARY RESOLUTION

              PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A                 Resolution 8
              REVENUE OR TRADING NATURE AS SPECIFIED IN SECTION 2.3.1 OF THE CIRCULAR TO SHAREHOLDERS
              DATED 26 APRIL 2017

              “THAT, subject always to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad,
              approval be and is hereby given to the Company and its subsidiaries (“S P Setia Group”) to enter into
              and give effect to specified recurrent related party transactions of a revenue or trading nature of the
              S P Setia Group with specified classes of Related Parties (as defined in the Main Market Listing Requirements
              of Bursa Malaysia Securities Berhad and as specified in Section 2.3.1 of the Circular to Shareholders dated
              26 April 2017) which are necessary for the day to day operations in the ordinary course of business and are
              carried out at arms’ length basis on normal commercial terms of the S P Setia Group and on terms not more
              favourable to the Related Parties than those generally available to the public and are not detrimental to
              minority shareholders of the Company and such approval shall continue to be in force until:

              (i)   the conclusion of the next Annual General Meeting of the Company (“AGM”) at which time it will lapse,
                   unless by a resolution passed at the meeting, the authority is renewed;

              (ii)   the expiration of the period within which the next AGM after the date it is required to be held pursuant
                   to Section 340(2) of the Companies Act 2016 (“Act”) (but shall not extend to such extension as may be
                   allowed pursuant to Section 340(4) of the Act); or

              (iii)   revoked or varied by resolution passed by the shareholders in a general meeting,

              whichever is the earlier.

              AND THAT authority be and is hereby given to the Directors of the Company to complete and do all such
              acts and things as they may consider necessary or expedient in the best interest of the Company (including
              executing all such documents as may be required) to give effect to the transactions contemplated and/or
              authorised by this Ordinary Resolution.”

          8.   ORDINARY RESOLUTION

              PROPOSED RENEWAL OF THE AUTHORITY TO ALLOT AND ISSUE NEW ORDINARY SHARES                     Resolution 9
              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 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 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.”
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