United Plantations Bhd Shs : Notice of Annual General Meeting 2017

Notice Of Annual General Meeting

NOTICE IS HEREBY GIVEN that the 96th Annual General Meeting of the Company will be held at Jendarata Estate, 36009 Teluk Intan, Perak Darul Ridzuan, Malaysia on 22 April 2017 at 10.00 a.m. for the purpose of considering the following business:-

Ordinary Resolutions

1. To receive and consider the financial statements for the year ended 1

   31 December 2016 together with the Reports of the Directors and the Auditors thereon.

2. To consider the recommendation of the Directors and authorise the 2

   payment of a Final Single-tier dividend of 20% and a Special Single-tier dividend of 65% for the year ended 31 December 2016.

3. To approve Directors' fees for 2016. 3

4. To re-elect as Director Mr. Ahmad Riza Basir who retires by rotation 4

   pursuant to Article 92 of the Company's Articles of Association

5. To re-elect as Director Mr. R. Nadarajan who retires by rotation pursuant to 5

   Article 92 of the Company's Articles of Association.

6. To re-appoint Messrs. Ernst & Young as auditors of the Company for the 6

   year 2017 and to authorize the Directors to fix their remuneration.

   As Special Business

   To consider and if thought fit, to pass the following resolutions:

7. Proposed Continuation in Office as Independent Non- Executive Directors

8. "That Ybhg.Tan Sri Datuk Dr. Johari bin Mat having served as Independent 7

   Non-Executive Director for a cumulative term of more than 9 years, continue to act as Independent Non-Executive Director of the Company."

9. "That Mr. Ahmad Riza Basir having served as Independent Non-Executive 8

   Director for a cumulative term of more than 9 years, continue to act as Independent Non-Executive Director of the Company."

10. "That Y. Hormat Dato' Jeremy Derek Campbell Diamond having served 9

    as Independent Non-Executive Director for a cumulative term of more than 9 years, continue to act as Independent Non-Executive Director of the Company."

    (ii) Proposed Renewal of Authority for Purchase of Own Shares

    Ordinary Resolutions

11. "THAT, subject to the Companies Act, 2016 (as may be amended, modified 10

    or re-enacted from time to time), the Company's Articles of Association, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Malaysia") and approvals of all relevant governmental and/or regulatory authorities, where applicable, the Company be and is hereby authorised to purchase and/or hold such amount of ordinary shares in the Company (Proposed Share Buy-Back) as may be determined by the Directors of the Company from time to time and upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that the aggregate number of ordinary shares purchased and/or held pursuant to this resolution shall not exceed ten per centum (10%) of the total issued share capital of the Company at any given point in time and an amount of funds not exceeding the total retained profits of the Company based on the audited financial statements for the financial year ended 31 December 2016 be utilized by the Company for the Proposed Share Buy-Back AND THAT at the discretion of the Directors of the Company, the ordinary shares of the Company to be purchased may be cancelled and/or retained as treasury shares and subsequently distributed as dividends or resold on Bursa Malaysia or be cancelled AND THAT the Directors of the Company be and are hereby empowered generally to do all acts and things to give effect to the Proposed Share Buy-Back AND THAT such authority shall commence immediately upon passing of this ordinary resolution until:

12. The conclusion of the next Annual General Meeting of the Company ("AGM") in 2018 at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed, either unconditionally or subject to conditions; or

13. The expiration of the period within which the next AGM is required to be held pursuant to Section 340(2) of the Malaysian Companies Act, 2016 ("the Act") (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or

    iii) Revoked or varied by resolution passed by the shareholders in general meeting,

    whichever is earlier; but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid date and in any event, in accordance with the provisions in the guidelines issued by Bursa Malaysia and /or by any other relevant authorities."

    iii) Authority for Directors to issue shares pursuant to Section 76 of the Companies Act, 2016

    Ordinary Resolutions

14. "THAT, pursuant to Section 76 of the Companies Act, 2016 and subject 11

always to the approval of the relevant authorities, the Directors be and are hereby authorised to issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being AND THAT the Directors be and are also authorised to obtain the approval for the listing of and quotation for the additional shares so issued on the Bursa Malaysia Securities Berhad and that such authority shall continue in force until the conclusion of the next annual general meeting of the company."

12.

Proposed Amendments to the Articles of Association of the Company

That the existing Articles 89 (a)-(e) as follows be deleted in its entirety:

Existing Article 89

1. Subject to the provisions of this Article no person shall be capable of being appointed or re-elected a Director of the Company if at the time of his appointment or re-election he has attained the age of seventy (70) years.

2. Subject as aforesaid he shall vacate his office at the conclusion of the Annual General Meeting held next after he attains the age of seventy

   (70) years. Provided that acts done by a person as Director shall be valid notwithstanding that it is afterwards discovered that his appointment had terminated by virtue of this paragraph.

3. Where a person retires by virtue of the last foregoing paragraph no provision for the automatic re-appointment of retiring Directors in default of another appointment shall apply; and if at the meeting at which he retires the vacancy is not filled, it may be filled as a casual vacancy.

4. Notwithstanding anything in this Article a person of or over the age of seventy (70) years may by a Resolution of which no shorter notice than that required to be given to the members of the Company of an Annual General Meeting has been duly given, passed by a majority of not less than three-fourths (3/4) of such members of the Company as being entitled so to vote in person, or, where proxies are allowed, by proxy at a General Meeting of the Company, be appointed or re-appointed as a Director of the Company to hold office until the next Annual General Meeting of the Company or be authorised to continue in office as a Director until the next Annual General Meeting of the Company.

   Special Resolution

   12

5. A person when re-appointed Director on retiring by virtue of paragraph (b) of this Article or appointed in place of a Director so retiring shall be treated for the purpose of determining the time at which he or any other Director is to retire as if he had become Director on the day on which the retiring Director was last appointed before his retirement; but except as provided by this paragraph, the retirement of a Director out of turn by virtue of paragraph (b) hereof shall be disregarded in determining when any other Directors are to retire.

Notice on Entitlement and payment of Final Dividend and Special Dividend

NOTICE IS HEREBY GIVEN THAT the Final Single-tier dividend of 20% and a Special Single-tier dividend of 65%, if approved at the 96th Annual General Meeting will be paid on 17 May 2017 to shareholders whose names appear in the Record of Depositors and the Register of Members at the close of business on 28 April 2017.

A Depositor shall qualify for entitlement only in respect of :-

1. Shares transferred into the Depositor's Securities Account before 4.00 p.m. on 28 April 2017 in respect of transfers; and

2. Shares bought on Bursa Malaysia on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad.

By Order of the Board Ng Eng Ho

Company Secretary

Jendarata Estate, 36009 Teluk Intan, Perak Darul Ridzuan, Malaysia

27 February 2017