Page 216 - S P Setia Annual Report 2016
P. 216

214   S P Setia Berhad Group
                Annual Report 2016

          Notice of Annual General Meeting


              “THAT pursuant to the LTIP as approved by the shareholders of the Company at the Extraordinary General
              Meeting held on 28 February 2013, the Board (save for the executive director for which the LTIP Award is
              to be awarded to) be and is hereby authorised at any time and from time to time to award and to grant to
              Dato’ Khor Chap Jen, being the executive director of the Company, the LTIP Award which gives the executive
              director the right to subscribe for new ordinary shares in the Company (“S P Setia Shares”) at a prescribed
              price upon the vesting of the options under the Employee Share Option Scheme award and/or the allotment
              of new S P Setia Shares upon the vesting of the Employee Share Grant Plan award under the LTIP, of up to an
              aggregate of 16,500,000 new S P Setia Shares, in accordance with the By-Laws of the LTIP.

              PROVIDED ALWAYS THAT not more than ten percent (10%) of the new S P Setia Shares available under the LTIP
              at the point in time when the award is offered, be allocated to any individual employee and executive director of
              the Company and its subsidiaries (excluding subsidiaries which are dormant) who fulfils the criteria of eligibility
              for participation in the LTIP and who is awarded by a committee established to administer the LTIP (“Selected
              Person”) who, either singly or collectively through persons connected (as defined in the Main Market Listing
              Requirements of Bursa Malaysia Securities Berhad) with the Selected Person, holds twenty percent (20%) or
              more of the issued and paid-up share capital of the Company (excluding treasury shares, if any);

              AND subject always to such terms and conditions and/or any adjustments which may be made in accordance
              with the provision of the By-Laws.”

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

          By Order of the Board

          LEE WAI NGAN (LS 00184)
          LEE WAI KIM (MAICSA 7036446)
          Company Secretaries

          26 April 2017
          Kuala Lumpur

          1.   A member of the Company shall be entitled to appoint another person as his/her proxy to exercise all or any of his/
              her rights to attend, participate, speak and vote at a meeting of members of the Company.
          2.   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/she shall specify the proportion of his/her
              shareholdings to be represented by each proxy.
          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.
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