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Notice of
Annual General Meeting
NOTICE is hereby given that the 16th Annual General Meeting of Sarawak Plantation Berhad will be held at Damai Beach Resort
Teluk Bandung Santubong 93756 Kuching Sarawak on Friday, 14th June 2013 at 3.00pm to transact the following business:
AGENDA:
1. ADOPTION OF AUDITED FINANCIAL STATEMENTS
To receive the Audited Financial Statements for the year ended 31 December 2012 together
with the Directors’ and Auditors’ Reports thereon
Ordinary Resolution 1
2. APPROVAL OF DIRECTORS’ FEES
To approve the Directors’ Fees and exgratia payment in respect of the financial year ended 31
December 2012
Ordinary Resolution 2
3. RE-ELECTION OF DIRECTOR
In accordance with Article 93 of the Company’s Articles of Association, the following director
retires from the Board and being eligible offers himself for re-election:
- Encik Ali bin Adai
Ordinary Resolution 3
4. RE-APPOINTMENT OF AUDITORS
To re-appoint Messrs. KPMG as auditors for the Company and authorise the Directors to fix
their remuneration
Ordinary Resolution 4
SPECIAL BUSINESSES
To consider and if thought fit to pass the following as Ordinary Resolutions:
5. AUTHORITY TO ALLOT AND ISSUE SHARES
“THAT pursuant to Section 132D of the Companies Act 1965 (“the Act”) and subject always
to the Company’s Articles of Association and approval of the relevant authorities, the Directors
of the Company be and are hereby empowered to issue and allot shares in the Company from
time to time and upon such terms and conditions and for such purposes as the Directors may
in their absolute discretion deem fit, provided that the aggregate number of shares issued
pursuant to the resolution does not exceed 10% of the Issued Share Capital of the Company
for the time being AND THAT the Directors be and are hereby empowered to obtain approval
from Bursa Malaysia Securities Berhad for the listing and quotation for the additional shares
so issued AND THAT such authority shall continue to be in force until the conclusion of the
next AGM of the Company.”
Ordinary Resolution 5
6. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED
PARTY TRANSACTIONS (RRPT) OF A REVENUE OR TRADING NATURE
“THAT approval be and is hereby given to the Company and its subsidiaries to enter into
RRPT of a Revenue or Trading Nature as set out in Section 2.5 of the Circular to Shareholders
dated 22 May 2013 (“Circular”) with the specific related parties mentioned therein which are
necessary for the Group’s day to day operations, subject to the following:
(a) That the RRPT are entered into on generally acceptable commercial terms not more
favourable to the mandated related parties, they are at arm’s length and are not prejudicial
to the interests of the minority shareholders; and
(b) A disclosure of the aggregate amount of RRPT conducted pursuant to the Proposed
Renewal of Shareholders’ Mandate shall be made in the Annual Report, including a
breakdown of the aggregate value of the RRPT made during the financial year, amongst
others, based on the following information:
(i) The type of recurrent transactions made; and
(ii) The names of the related parties involved in each type of recurrent transaction made
and their relationship with the Company
AND THAT such approval shall continue to be in force until:
(i) The conclusion of the next Annual General Meeting (AGM) of the Company;
(ii) The expiration of the period within which the next AGM of the Company subsequent
to the date it is required to be held pursuant to Section 143(1) of the Companies Act
1965 (“the Act”) but shall not extend to such extension as may be allowed pursuant
to Section 143(2) of the Act; or
Ordinary Resolution 6
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SARAWAK PLANTATION BERHAD
ANNUAL REPORT 2012