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Change - S P Setia Berhad

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159<br />

S P <strong>Setia</strong> <strong>Berhad</strong> Group<br />

notice of annual general meeting<br />

(i)<br />

(ii)<br />

(iii)<br />

the conclusion of the next Annual General Meeting of the Company (“AGM”) at which time it will lapse,<br />

unless by a resolution passed at the meeting, the authority is renewed;<br />

the expiration of the period within which the next AGM after the date it is required to be held pursuant<br />

to Section 143(1) of the Companies Act, 1965 (“Act”) (but shall not extend to such extension as may be<br />

allowed pursuant to Section 143(2) of the Act); or<br />

revoked or varied by resolution passed by the shareholders in a general meeting,<br />

whichever is the earlier,<br />

THAT authority be and is hereby given to the Directors of the Company to complete and do all such acts and<br />

things as they may consider necessary or expedient in the best interest of the Company (including executing<br />

all such documents as may be required) to give effect to the transactions contemplated and/or authorised by<br />

this Ordinary Resolution.”<br />

Resolution 8<br />

6. To transact any other business of which due notice shall have been given.<br />

By Order of the Board<br />

LEE WAI NGAN (LS 00184)<br />

CHAN TOYE YING (LS 00185)<br />

Company Secretaries<br />

Kuala Lumpur<br />

Date: 3 February 2009<br />

Notes:<br />

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<br />

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.<br />

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<br />

or under the hand of an officer or attorney duly authorised.<br />

3. Where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by<br />

each proxy.<br />

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,<br />

138, Jalan Ampang, 50450 Kuala Lumpur not less than 48 hours before the time for holding the meeting or any adjournment thereof.<br />

Explanatory Notes on Special Business<br />

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<br />

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<br />

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<br />

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<br />

Shareholders dated 3 February 2009 which is circulated together with the 2008 Annual Report.

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