Change - S P Setia Berhad

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158 Annual report 2008 notice of annual general meeting NOTICE IS HEREBY GIVEN that the Thirty Fourth Annual General Meeting of the Company will be held at Nusantara Hall, Setia Alam Welcome Centre, No. 2, Jalan Setia Indah AD U13/AD, Setia Alam, Seksyen U13, 40170 Shah Alam, Selangor Darul Ehsan on Wednesday, 25 February 2009 at 11.00 a.m. for the following purposes: AGENDA 1. To receive the audited financial statements of the Company for the financial year ended 31 October 2008 together with the Reports of the Directors and Auditors thereon. 2. To declare a final dividend of 10 sen less 25% tax in respect of the financial year ended 31 October 2008. Resolution 1 Resolution 2 3. To re-elect the following Directors who retire in accordance with Article 93 of the Company’s Articles of Association and, being eligible, offer themselves for re-election: (a) Tan Sri Dato’ Sri Liew Kee Sin; (b) Tan Sri Dato’ Hari Narayanan a/l Govindasamy; (c) Mr Khor Chap Jen; and (d) Mr Ng Soon Lai @ Ng Siek Chuan. 4. To appoint Auditors and to authorize the Directors to fix their remuneration. Resolution 3 Resolution 4 Resolution 5 Resolution 6 Resolution 7 Notice of Nomination pursuant to Section 172(11) of the Companies Act, 1965, a copy of which is annexed in the Annual Report as “Appendix A” has been received by the Company for the nomination of Mazars, Chartered Accountants who have given their consent to act, for appointment as Auditors and of the intention to propose the following Ordinary Resolution: “THAT Mazars, Chartered Accountants be and are hereby appointed as Auditors of the Company in place of the retiring Auditors, Moores Rowlands, to hold office until the conclusion of the next Annual General Meeting at a remuneration to be determined by the Directors.” AS SPECIAL BUSINESS To consider and if thought fit, to pass the following Resolution: 5. ORDINARY RESOLUTION: PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE AS SPECIFIED IN SECTION 2.3 OF THE CIRCULAR TO SHAREHOLDERS DATED 3 FEBRUARY 2009 “THAT, subject always to the 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 Listing Requirements of Bursa Malaysia Securities Berhad and as specified in Section 2.3 of the Circular to Shareholders dated 3 February 2009) 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 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:
159 S P Setia Berhad Group notice of annual general meeting (i) (ii) (iii) 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; the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (“Act”) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or revoked or varied by resolution passed by the shareholders in a general meeting, whichever is the earlier, 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.” Resolution 8 6. To transact any other business of which due notice shall have been given. By Order of the Board LEE WAI NGAN (LS 00184) CHAN TOYE YING (LS 00185) Company Secretaries Kuala Lumpur Date: 3 February 2009 Notes: 1. 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 stead. A proxy need not be a member of the Company and the provisions of Section 149(1)(b) of the Act shall not apply to the Company. 2. 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. 3. Where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. 4. 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. Explanatory Notes on Special Business 1. The proposed Resolution 8, if passed, will allow the Company and its subsidiaries to enter into recurrent related party transactions of a revenue and trading nature with related parties which are necessary for the Group’s day-to-day operations and are in the ordinary course of business made on an arm’s length basis and on normal commercial terms and on terms not more favourable to the related parties than those generally extended to the public and are not to the detriment of the minority shareholders of the Company. The details of the Proposal is set out in the Circular to the Shareholders dated 3 February 2009 which is circulated together with the 2008 Annual Report.
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Change - S P Setia Berhad

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