Sime Darby Plantation Berhad
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, Ifsolicitor, you are accountant in any doubt or as other to theprofessional course of actionadviser you immediately. should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad has not perused the contents of this Circular. Bursa Securities takes no responsibility Bursa Malaysia Securities Berhad has not perused the contents of this Circular. Bursa Securities takes no responsibility Bursafor the Malaysia contents Securitiesof this Circular, Berhad makeshas not no perused representation the contents as to ofits this accuracy Circular. or Bursacompleteness Securities and takes expressly no responsibility disclaims for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims forany the liability contents whatsoever of this Circular,for any loss makes howsoever no representation arising from as or to in its reliance accuracy upon or thecompleteness whole or any and part expressly of the contents disclaims of any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of anythis Circularliability whatsoever. for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. this Circular. SIME DARBY PLANTATION BERHAD SIMERegistration DARBY No.: P LANTATION200401009263 (647766 BERHAD-V) SIMERegistration DARBY No.: P LANTATION200401009263 (647766 BERHAD-V) Registration(Incorporated No.: 200401009263 in Malaysia) (647766-V) (Incorporated in Malaysia) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS CIRCULAR TO SHAREHOLDERS CIRCULAR TO SHAREHOLDERS IN RELATION TO THE IN RELATION TO THE IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR EXISTING RECURRENT PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR EXISTING RECURRENT PROPOSEDRELATED RENEWAL PARTY OFTRANSACTIONS SHAREHOLDERS’ OF A MANDATE REVENUE FOROR TRADING EXISTING NATURE RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE The resolution in respect of the above proposal will be tabled as Special Business at the Seventeenth Annual General The resolution in respect of the above proposal will be tabled as Special Business at the Seventeenth Annual General TheMeeting resolution of the Coin respectmpany. ofThe the Seventeenth above proposal Annual will Generalbe tabled Meeting as Special of the Business Company at thewill Seventeenthbe held fully virtualAnnual without General a Meeting of the Company. The Seventeenth Annual General Meeting of the Company will be held fully virtual without a Meetingphysical ofmeeting the Co venue,mpany. and The shareholders Seventeenth will Annual be able General to participate Meeting by of audiothe Company and/or video will be capabilities held fully virtualonly. The without notice a physical meeting venue, and shareholders will be able to participate by audio and/or video capabilities only. The notice physicalof the Seventeenth meeting venue, Annual and General shareholders Meeting will of be the able Company to participate together by audiowith the and/or Form video of Proxy, capabilities Administrativeonly. The Details notice of the Seventeenth Annual General Meeting of the Company together with the Form of Proxy, Administrative Details ofandthethis Seventeenth Circular are Annualavailable General online atMeeting the Company’s of the Company website www.simedarbyplantation.com/agm2019together with the Form of Proxy, Administrative. Please Details follow and this Circular are available online at the Company’s website www.simedarbyplantation.com/agm2019. Please follow andthe proceduresthis Circular providedare available in the online Administrative at the Company’s Details in website order towww.simedarbyplantation.com/agm2019 register, participate and vote remotely. Please follow the procedures provided in the Administrative Details in order to register, participate and vote remotely. the procedures provided in the Administrative Details in order to register, participate and vote remotely. As a shareholder, in the event you wish to appoint a proxy, please complete, sign and return the Form of Proxy in As a shareholder, in the event you wish to appoint a proxy, please complete, sign and return the Form of Proxy in Asaccordance a shareholder, with the in instructionsthe event youprinted wish there to appointon. The a completed proxy, please Form complete of Proxy, signmust andbe depositedreturn the at Form the officeof Proxy of thein accordance with the instructions printed thereon. The completed Form of Proxy must be deposited at the office of the accordanceShare Registrar with theof theinstructions Companyprinted, Tricor there Investoron. The & completed Issuing House Form ofServices Proxy mustSdn beBhd deposited, at Unit at32 the-01, office Level of the32, Share Registrar of the Company, Tricor Investor & Issuing House Services Sdn Bhd, at Unit 32-01, Level 32, ShareTower A,Registrar Vertical ofBusiness the Company Suite, Avenue, Tricor 3,Investor Bangsar & South, Issuing No. House 8, Jalan Services Kerinchi, Sdn 59200 Bhd Kuala, at Unit Lumpur, 32-01, Malaysia Level 32, no Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia no Towerlater than A, VerticalWednesday Business, 10 Suite,June 2020Avenueat 3,10.00 Bangsar a.m. South,The completion No. 8, Jalanand Kerinchi, lodgement 59200 of Kualathe Form Lumpur, of Proxy Malaysia will not no later than Wednesday, 10 June 2020 at 10.00 a.m. The completion and lodgement of the Form of Proxy will not laterpreclude than youWednesday from participating, 10 Juneand 2020 votingat 10.00at the a.mAnnual. The General completion Meetingand should lodgement you subsequently of the Form decideof Proxy to dowill so. not preclude you from participating and voting at the Annual General Meeting should you subsequently decide to do so. preclude you from participating and voting at the Annual General Meeting should you subsequently decide to do so. Date and time of the Annual General Meeting : Thursday, 11 June 2020 at 10.00 a.m. Date and time of the Annual General Meeting : Thursday, 11 June 2020 at 10.00 a.m. DateBroadcast and timeVenue of the of theAnnual AnnualGeneralGeneral MeetingMeeting : Auditorium,Thursday, 11 Plantation June 2020 Towerat 10.00 a.m. Broadcast Venue of the Annual General Meeting : Auditorium, Plantation Tower Broadcast Venue of the Annual General Meeting : Auditorium,No. 2, Jalan PlantationPJU 1A/7, Tower Ara Damansara No. 2, Jalan PJU 1A/7, Ara Damansara No.47301 2, JalanPetaling PJU Jaya, 1A/7, Selangor Ara Damansara Darul Ehsan 47301 Petaling Jaya, Selangor Darul Ehsan 47301Malaysia Petaling Jaya, Selangor Darul Ehsan Malaysia Malaysia This Circular is dated 12 May 2020 This Circular is dated 12 May 2020 This Circular is dated 12 May 2020 DEFINITIONS Except where the context otherwise requires, the following definitions (in alphabetical order) shall apply throughout this Circular (definition denoting singular number shall also include the plural and vice-versa, where applicable): Annual Report 2019 : Annual Report of the Company for the financial year ended 31 December 2019 AGM : Annual General Meeting of the Company ASB : AmanahRaya Trustees Berhad - Amanah Saham Bumiputera, a major shareholder of SDP Board : Board of Directors of SDP Bursa Securities : Bursa Malaysia Securities Berhad Registration No.: 200301033577 (635998-W) CA 2016 : Companies Act 2016, as may be amended from time to time and any re-enactment thereof Circular : This Circular dated 12 May 2020 Director(s) : Shall have the meaning given in Section 2(1) of the Capital Markets and Services Act 2007, and for the purpose of the Proposed Shareholders’ Mandate, includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a Director or the Chief Executive Officer of SDP and its subsidiaries LPD : 15 April 2020, being the latest practicable date prior to the date of this Circular GAC : Governance & Audit Committee of the Board of SDP Major Shareholder(s) : A person who has an interest or interests in one (1) or more voting shares in a company and the number or aggregate number of those shares, is: (i) 10% or more of the total number of voting shares in the Company; or (ii) 5% or more of the total number of voting shares in the Company where such person is the largest shareholder of the company; and for the purposes of the Proposed Shareholders’ Mandate, “Major Shareholder” shall include any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a Major Shareholder of SDP, or any other company which is its subsidiary or holding company For the purposes of this definition, “interest in shares” shall have the meaning given in Section 8 of the CA 2016 i i DEFINITIONS (Continued) Listing Requirements