Page 217 - S P Setia Annual Report 2016






Page 217 - S P Setia Annual Report 2016
P. 217

S P Setia Berhad Group                                                                                215
          Annual Report 2016

                                                                                Notice of Annual General Meeting

          5.   The Form of Proxy, in the case of an individual, shall be signed by   4.   Resolution 9 - Proposed renewal of the authority to allot and issue
              the appointor or his attorney, and in the case of a corporation,   new S P Setia Shares for the purpose of the Company’s DRP that
              either under seal or under the hand of an officer or attorney duly   provides the Shareholders the option to elect to reinvest their cash
              authorised.                                            dividend in new S P Setia Shares
          6.   The Form of Proxy duly completed and signed must be deposited      The proposed Resolution 9, if approved, will re-new the authority
              at the Registered Office of the Company at Plaza 138, Suite 18.03,   given to the Directors to allot and issue new S P Setia Shares pursuant
              18th Floor, 138, Jalan Ampang, 50450 Kuala Lumpur not less than    to the DRP under the resolution passed at the 41st AGM held on
              48 hours before the time for holding the meeting or any   18 May 2016, the authority of which will lapse at the conclusion
              adjournment thereof.                                   of the 42nd AGM.
          7.   Only members whose names appear in the Record of Depositors   5.   Resolution 10 - Proposed Allocation of Options and Shares to
              on 12 May 2017 shall be entitled to attend, speak and vote at this   Dato’ Khor Chap Jen under the Company’s LTIP
              meeting or appoint proxy/proxies to attend and/or vote on his/her
              behalf.                                                The establishment of the LTIP was approved by the shareholders
                                                                     of the Company at the Extraordinary General Meeting held on
          EXPLANATORY NOTE A                                         28 February 2013. This LTIP was implemented on 10 April 2013
                                                                     and will be in force for a period of ten (10) years ie 9 April 2023.
          This Agenda item is meant for discussion only as under the provisions of
          Section 248(2) of the Act and the Company’s Articles of Association, the      The proposed allocation to Dato’ Khor Chap Jen of the above
          audited accounts do not require the formal approval of shareholders. As   options  and/or grant of  S  P Setia  Shares  is  pursuant  to his
          such, this item is not put forward for voting.             entitlement to participate in the LTIP by virtue of his position
                                                                     as the Executive Director of the Company. The proposed
          OTHER EXPLANATORY NOTES                                    Resolution 10, if approved, will give authority to the Directors
                                                                     to allot and issue up to an aggregate of 16,500,000 new
          1.   Resolutions 2 and 3 - Re-election of Independent Non-Executive   S P Setia Shares to Dato’ Khor Chap Jen pursuant to the LTIP
              Directors                                              Award in accordance with the By-Laws of the LTIP.
              The Board is satisfied that Dato’ Ahmad Pardas Bin Senin and Dato’      The LTIP shall be subject to the terms and conditions of the
              Seri Ir. Hj Mohd Noor Bin Yaacob could continue to bring sound,   By-Laws and therefore any terms as defined in the By-Laws which
              independent and objective judgment to board deliberations   are mentioned in the Ordinary Resolution 10 or this explanatory
              through active participation in discussions in decision making   note shall have the same meaning herein.
              by the Board and their ability to act in the best interest of the
              Company.                                               Dato’ Khor Chap Jen has abstained and will continue to abstain
                                                                     from deliberating and voting on any subject matter pertaining to
              In view thereof, the Board supports the re-election of the   the LTIP and his entitlement under the LTIP at the Board meetings
              Independent Non-Executive Directors at the 42nd AGM.   and will continue to abstain from voting in respect of his direct
                                                                     and/or  indirect  shareholdings  in  the  Company  (if  any),  on  the
          2.   Resolution 7 - Payment of Extra Remuneration and Provision of   resolution pertaining to proposed allocation to him under the
              Benefits to Directors of the Company                   LTIP to be tabled at the forthcoming AGM. Dato’ Khor Chap Jen
                                                                     shall also ensure that persons connected to him will abstain from
              The proposed Resolution 7, if approved, will authorize the   voting in respect of their direct and/or indirect shareholdings in
              Directors to determine the payment of such extra remuneration   the Company (if any) on the resolution approving the proposed
              by way of salary, bonuses, allowance, percentage of profits or   allocation to him under the LTIP to be tabled at the forthcoming
              otherwise as the Directors shall deem fit. In addition to Directors’   AGM.
              fees, which shall be subject to shareholders’ approval, the Non-
              Executive Directors will be paid additional allowances should
              they be appointed as a member of any of the board committees
              and the board of directors of the Company’s significant project/
              investment and for attendance at Board and Board Committee
              Meetings. Other benefits to the Directors may include chauffeur,
              security services, travelling allowance and insurance coverage
              such as directors’ and officers’ liability, medical, hospitalization,
              travel and life insurance in accordance with S P Setia Berhad
              Group’s insurance policies. Please refer to the Corporate
              Governance Statement in the Annual Report 2016 for more details
              of the remuneration of Directors for the financial year ended
              31 December 2016.
              The Non-Executive Directors of the Company will abstain from
              deliberating  and  voting  in  respect  of  Resolution  7  at  the  42nd
          3.   Resolution 8 - Proposed Shareholders’ Mandate for Recurrent
              Related Party Transactions of a Revenue or Trading Nature
              The proposed Resolution 8, 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 26 April 2017 which
              is circulated together with the Annual Report 2016.
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