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NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
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, solicitor, accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Distribution of this Circular into jurisdictions other than Malaysia may be restricted by law. Persons who come into possession of this Circular should inform themselves of and observe any such restrictions. This Circular is not for release, publication or distribution, directly or indirectly, in or into the United States of America (“United States”).
This Circular shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Circular is issued to shareholders solely for the purpose of convening the Extraordinary General Meeting (“EGM”) and seeking their approval for the resolution to be considered at such meeting. Shareholders are authorised to use this Circular solely for the purpose of considering the approval sought. Persons to whom a copy of this Circular has been issued shall not circulate to any other person, reproduce or otherwise distribute this Circular or any information herein for any purpose whatsoever nor permit or cause the same to occur.
SIME DARBY BERHAD(Company No. 752404-U)
(Incorporated in Malaysia under the Companies Act 1965 and deemed registered under the Companies Act 2016)
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE
(I) PROPOSED INTERNAL RESTRUCTURING OF SIME DARBY BERHAD (“SIME DARBY” OR “COMPANY”) AND ITS SUBSIDIARIES;
(II) PROPOSED DISTRIBUTION OF SIME DARBY’S ENTIRE SHAREHOLDING IN SIME DARBY PLANTATION BERHAD (“SD PLANTATION”) AND SIME DARBY PROPERTY BERHAD (“SD PROPERTY”) TO ITS SHAREHOLDERS ON THE BASIS OF ONE (1) ORDINARY SHARE IN SD PLANTATION AND ONE (1) ORDINARY SHARE IN SD PROPERTY FOR EVERY ONE (1) ORDINARY SHARE HELD IN SIME DARBY ON AN ENTITLEMENT DATE TO BE DETERMINED (“PROPOSED DISTRIBUTION”);
(III) PROPOSED LISTING OF THE ENTIRE ENLARGED ISSUED SHARE CAPITAL OF SD PLANTATION AND SD PROPERTY ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD; AND
(IV) ARRANGEMENTS BETWEEN SD PLANTATION, SD PROPERTY AND CERTAIN OTHER SUBSIDIARIES OF SIME DARBY TO GOVERN RELATIONSHIP FOLLOWING THE PROPOSED DISTRIBUTION
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Principal Adviser
The Notice of EGM and the Form of Proxy are enclosed in this Circular. The details of the EGM are as follows:
Date and time of the EGM : Monday, 20 November 2017 at 11.30 a.m. or immediately following the conclusion or adjournment (as the case may be) of the Eleventh Annual General Meeting of the Company, whichever is later.
Venue of the EGM : Grand Ballroom, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia
If you are unable to attend and vote at the EGM, you may appoint a proxy or proxies to attend and vote on your behalf, subject to the Constitution of Sime Darby. If you decide to do so, you must deposit the Form of Proxy with the Share Registrar of Sime Darby, Tricor Investor & Issuing House Services Sdn. Bhd. At Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia before 12.00 p.m. on 19 November 2017 or not less than 24 hours before the time appointed for the taking of the poll at the EGM, whichever is later. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently decide to do so.
This Circular is dated 4 November 2017
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
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, solicitor, accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Distribution of this Circular into jurisdictions other than Malaysia may be restricted by law. Persons who come into possession of this Circular should inform themselves of and observe any such restrictions. This Circular is not for release, publication or distribution, directly or indirectly, in or into the United States of America (“United States”).
This Circular shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Circular is issued to shareholders solely for the purpose of convening the Extraordinary General Meeting (“EGM”) and seeking their approval for the resolution to be considered at such meeting. Shareholders are authorised to use this Circular solely for the purpose of considering the approval sought. Persons to whom a copy of this Circular has been issued shall not circulate to any other person, reproduce or otherwise distribute this Circular or any information herein for any purpose whatsoever nor permit or cause the same to occur.
SIME DARBY BERHAD(Company No. 752404-U)
(Incorporated in Malaysia under the Companies Act 1965 and deemed registered under the Companies Act 2016)
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE
(I) PROPOSED INTERNAL RESTRUCTURING OF SIME DARBY BERHAD (“SIME DARBY” OR “COMPANY”) AND ITS SUBSIDIARIES;
(II) PROPOSED DISTRIBUTION OF SIME DARBY’S ENTIRE SHAREHOLDING IN SIME DARBY PLANTATION BERHAD (“SD PLANTATION”) AND SIME DARBY PROPERTY BERHAD (“SD PROPERTY”) TO ITS SHAREHOLDERS ON THE BASIS OF ONE (1) ORDINARY SHARE IN SD PLANTATION AND ONE (1) ORDINARY SHARE IN SD PROPERTY FOR EVERY ONE (1) ORDINARY SHARE HELD IN SIME DARBY ON AN ENTITLEMENT DATE TO BE DETERMINED (“PROPOSED DISTRIBUTION”);
(III) PROPOSED LISTING OF THE ENTIRE ENLARGED ISSUED SHARE CAPITAL OF SD PLANTATION AND SD PROPERTY ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD; AND
(IV) ARRANGEMENTS BETWEEN SD PLANTATION, SD PROPERTY AND CERTAIN OTHER SUBSIDIARIES OF SIME DARBY TO GOVERN RELATIONSHIP FOLLOWING THE PROPOSED DISTRIBUTION
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Principal Adviser
The Notice of EGM and the Form of Proxy are enclosed in this Circular. The details of the EGM are as follows:
Date and time of the EGM : Monday, 20 November 2017 at 11.30 a.m. or immediately following the conclusion or adjournment (as the case may be) of the Eleventh Annual General Meeting of the Company, whichever is later.
Venue of the EGM : Grand Ballroom, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia
If you are unable to attend and vote at the EGM, you may appoint a proxy or proxies to attend and vote on your behalf, subject to the Constitution of Sime Darby. If you decide to do so, you must deposit the Form of Proxy with the Share Registrar of Sime Darby, Tricor Investor & Issuing House Services Sdn. Bhd. At Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia before 12.00 p.m. on 19 November 2017 or not less than 24 hours before the time appointed for the taking of the poll at the EGM, whichever is later. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently decide to do so.
This Circular is dated 4 November 2017
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
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, solicitor, accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Distribution of this Circular into jurisdictions other than Malaysia may be restricted by law. Persons who come into possession of this Circular should inform themselves of and observe any such restrictions. This Circular is not for release, publication or distribution, directly or indirectly, in or into the United States of America (“United States”).
This Circular shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Circular is issued to shareholders solely for the purpose of convening the Extraordinary General Meeting (“EGM”) and seeking their approval for the resolution to be considered at such meeting. Shareholders are authorised to use this Circular solely for the purpose of considering the approval sought. Persons to whom a copy of this Circular has been issued shall not circulate to any other person, reproduce or otherwise distribute this Circular or any information herein for any purpose whatsoever nor permit or cause the same to occur.
SIME DARBY BERHAD(Company No. 752404-U)
(Incorporated in Malaysia under the Companies Act 1965 and deemed registered under the Companies Act 2016)
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE
(I) PROPOSED INTERNAL RESTRUCTURING OF SIME DARBY BERHAD (“SIME DARBY” OR “COMPANY”) AND ITS SUBSIDIARIES;
(II) PROPOSED DISTRIBUTION OF SIME DARBY’S ENTIRE SHAREHOLDING IN SIME DARBY PLANTATION BERHAD (“SD PLANTATION”) AND SIME DARBY PROPERTY BERHAD (“SD PROPERTY”) TO ITS SHAREHOLDERS ON THE BASIS OF ONE (1) ORDINARY SHARE IN SD PLANTATION AND ONE (1) ORDINARY SHARE IN SD PROPERTY FOR EVERY ONE (1) ORDINARY SHARE HELD IN SIME DARBY ON AN ENTITLEMENT DATE TO BE DETERMINED (“PROPOSED DISTRIBUTION”);
(III) PROPOSED LISTING OF THE ENTIRE ENLARGED ISSUED SHARE CAPITAL OF SD PLANTATION AND SD PROPERTY ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD; AND
(IV) ARRANGEMENTS BETWEEN SD PLANTATION, SD PROPERTY AND CERTAIN OTHER SUBSIDIARIES OF SIME DARBY TO GOVERN RELATIONSHIP FOLLOWING THE PROPOSED DISTRIBUTION
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Principal Adviser
The Notice of EGM and the Form of Proxy are enclosed in this Circular. The details of the EGM are as follows:
Date and time of the EGM : Monday, 20 November 2017 at 11.30 a.m. or immediately following the conclusion or adjournment (as the case may be) of the Eleventh Annual General Meeting of the Company, whichever is later.
Venue of the EGM : Grand Ballroom, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia
If you are unable to attend and vote at the EGM, you may appoint a proxy or proxies to attend and vote on your behalf, subject to the Constitution of Sime Darby. If you decide to do so, you must deposit the Form of Proxy with the Share Registrar of Sime Darby, Tricor Investor & Issuing House Services Sdn. Bhd. At Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia before 12.00 p.m. on 19 November 2017 or not less than 24 hours before the time appointed for the taking of the poll at the EGM, whichever is later. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently decide to do so.
This Circular is dated 4 November 2017
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
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, solicitor, accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Distribution of this Circular into jurisdictions other than Malaysia may be restricted by law. Persons who come into possession of this Circular should inform themselves of and observe any such restrictions. This Circular is not for release, publication or distribution, directly or indirectly, in or into the United States of America (“United States”).
This Circular shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Circular is issued to shareholders solely for the purpose of convening the Extraordinary General Meeting (“EGM”) and seeking their approval for the resolution to be considered at such meeting. Shareholders are authorised to use this Circular solely for the purpose of considering the approval sought. Persons to whom a copy of this Circular has been issued shall not circulate to any other person, reproduce or otherwise distribute this Circular or any information herein for any purpose whatsoever nor permit or cause the same to occur.
SIME DARBY BERHAD(Company No. 752404-U)
(Incorporated in Malaysia under the Companies Act 1965 and deemed registered under the Companies Act 2016)
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE
(I) PROPOSED INTERNAL RESTRUCTURING OF SIME DARBY BERHAD (“SIME DARBY” OR “COMPANY”) AND ITS SUBSIDIARIES;
(II) PROPOSED DISTRIBUTION OF SIME DARBY’S ENTIRE SHAREHOLDING IN SIME DARBY PLANTATION BERHAD (“SD PLANTATION”) AND SIME DARBY PROPERTY BERHAD (“SD PROPERTY”) TO ITS SHAREHOLDERS ON THE BASIS OF ONE (1) ORDINARY SHARE IN SD PLANTATION AND ONE (1) ORDINARY SHARE IN SD PROPERTY FOR EVERY ONE (1) ORDINARY SHARE HELD IN SIME DARBY ON AN ENTITLEMENT DATE TO BE DETERMINED (“PROPOSED DISTRIBUTION”);
(III) PROPOSED LISTING OF THE ENTIRE ENLARGED ISSUED SHARE CAPITAL OF SD PLANTATION AND SD PROPERTY ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD; AND
(IV) ARRANGEMENTS BETWEEN SD PLANTATION, SD PROPERTY AND CERTAIN OTHER SUBSIDIARIES OF SIME DARBY TO GOVERN RELATIONSHIP FOLLOWING THE PROPOSED DISTRIBUTION
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Principal Adviser
The Notice of EGM and the Form of Proxy are enclosed in this Circular. The details of the EGM are as follows:
Date and time of the EGM : Monday, 20 November 2017 at 11.30 a.m. or immediately following the conclusion or adjournment (as the case may be) of the Eleventh Annual General Meeting of the Company, whichever is later.
Venue of the EGM : Grand Ballroom, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia
If you are unable to attend and vote at the EGM, you may appoint a proxy or proxies to attend and vote on your behalf, subject to the Constitution of Sime Darby. If you decide to do so, you must deposit the Form of Proxy with the Share Registrar of Sime Darby, Tricor Investor & Issuing House Services Sdn. Bhd. At Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia before 12.00 p.m. on 19 November 2017 or not less than 24 hours before the time appointed for the taking of the poll at the EGM, whichever is later. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently decide to do so.
This Circular is dated 4 November 2017
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
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, solicitor, accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Distribution of this Circular into jurisdictions other than Malaysia may be restricted by law. Persons who come into possession of this Circular should inform themselves of and observe any such restrictions. This Circular is not for release, publication or distribution, directly or indirectly, in or into the United States of America (“United States”).
This Circular shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Circular is issued to shareholders solely for the purpose of convening the Extraordinary General Meeting (“EGM”) and seeking their approval for the resolution to be considered at such meeting. Shareholders are authorised to use this Circular solely for the purpose of considering the approval sought. Persons to whom a copy of this Circular has been issued shall not circulate to any other person, reproduce or otherwise distribute this Circular or any information herein for any purpose whatsoever nor permit or cause the same to occur.
SIME DARBY BERHAD(Company No. 752404-U)
(Incorporated in Malaysia under the Companies Act 1965 and deemed registered under the Companies Act 2016)
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE
(I) PROPOSED INTERNAL RESTRUCTURING OF SIME DARBY BERHAD (“SIME DARBY” OR “COMPANY”) AND ITS SUBSIDIARIES;
(II) PROPOSED DISTRIBUTION OF SIME DARBY’S ENTIRE SHAREHOLDING IN SIME DARBY PLANTATION BERHAD (“SD PLANTATION”) AND SIME DARBY PROPERTY BERHAD (“SD PROPERTY”) TO ITS SHAREHOLDERS ON THE BASIS OF ONE (1) ORDINARY SHARE IN SD PLANTATION AND ONE (1) ORDINARY SHARE IN SD PROPERTY FOR EVERY ONE (1) ORDINARY SHARE HELD IN SIME DARBY ON AN ENTITLEMENT DATE TO BE DETERMINED (“PROPOSED DISTRIBUTION”);
(III) PROPOSED LISTING OF THE ENTIRE ENLARGED ISSUED SHARE CAPITAL OF SD PLANTATION AND SD PROPERTY ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD; AND
(IV) ARRANGEMENTS BETWEEN SD PLANTATION, SD PROPERTY AND CERTAIN OTHER SUBSIDIARIES OF SIME DARBY TO GOVERN RELATIONSHIP FOLLOWING THE PROPOSED DISTRIBUTION
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Principal Adviser
The Notice of EGM and the Form of Proxy are enclosed in this Circular. The details of the EGM are as follows:
Date and time of the EGM : Monday, 20 November 2017 at 11.30 a.m. or immediately following the conclusion or adjournment (as the case may be) of the Eleventh Annual General Meeting of the Company, whichever is later.
Venue of the EGM : Grand Ballroom, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia
If you are unable to attend and vote at the EGM, you may appoint a proxy or proxies to attend and vote on your behalf, subject to the Constitution of Sime Darby. If you decide to do so, you must deposit the Form of Proxy with the Share Registrar of Sime Darby, Tricor Investor & Issuing House Services Sdn. Bhd. At Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia before 12.00 p.m. on 19 November 2017 or not less than 24 hours before the time appointed for the taking of the poll at the EGM, whichever is later. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently decide to do so.
This Circular is dated 4 November 2017
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
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, solicitor, accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Distribution of this Circular into jurisdictions other than Malaysia may be restricted by law. Persons who come into possession of this Circular should inform themselves of and observe any such restrictions. This Circular is not for release, publication or distribution, directly or indirectly, in or into the United States of America (“United States”).
This Circular shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Circular is issued to shareholders solely for the purpose of convening the Extraordinary General Meeting (“EGM”) and seeking their approval for the resolution to be considered at such meeting. Shareholders are authorised to use this Circular solely for the purpose of considering the approval sought. Persons to whom a copy of this Circular has been issued shall not circulate to any other person, reproduce or otherwise distribute this Circular or any information herein for any purpose whatsoever nor permit or cause the same to occur.
SIME DARBY BERHAD(Company No. 752404-U)
(Incorporated in Malaysia under the Companies Act 1965 and deemed registered under the Companies Act 2016)
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE
(I) PROPOSED INTERNAL RESTRUCTURING OF SIME DARBY BERHAD (“SIME DARBY” OR “COMPANY”) AND ITS SUBSIDIARIES;
(II) PROPOSED DISTRIBUTION OF SIME DARBY’S ENTIRE SHAREHOLDING IN SIME DARBY PLANTATION BERHAD (“SD PLANTATION”) AND SIME DARBY PROPERTY BERHAD (“SD PROPERTY”) TO ITS SHAREHOLDERS ON THE BASIS OF ONE (1) ORDINARY SHARE IN SD PLANTATION AND ONE (1) ORDINARY SHARE IN SD PROPERTY FOR EVERY ONE (1) ORDINARY SHARE HELD IN SIME DARBY ON AN ENTITLEMENT DATE TO BE DETERMINED (“PROPOSED DISTRIBUTION”);
(III) PROPOSED LISTING OF THE ENTIRE ENLARGED ISSUED SHARE CAPITAL OF SD PLANTATION AND SD PROPERTY ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD; AND
(IV) ARRANGEMENTS BETWEEN SD PLANTATION, SD PROPERTY AND CERTAIN OTHER SUBSIDIARIES OF SIME DARBY TO GOVERN RELATIONSHIP FOLLOWING THE PROPOSED DISTRIBUTION
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Principal Adviser
The Notice of EGM and the Form of Proxy are enclosed in this Circular. The details of the EGM are as follows:
Date and time of the EGM : Monday, 20 November 2017 at 11.30 a.m. or immediately following the conclusion or adjournment (as the case may be) of the Eleventh Annual General Meeting of the Company, whichever is later.
Venue of the EGM : Grand Ballroom, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia
If you are unable to attend and vote at the EGM, you may appoint a proxy or proxies to attend and vote on your behalf, subject to the Constitution of Sime Darby. If you decide to do so, you must deposit the Form of Proxy with the Share Registrar of Sime Darby, Tricor Investor & Issuing House Services Sdn. Bhd. At Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia before 12.00 p.m. on 19 November 2017 or not less than 24 hours before the time appointed for the taking of the poll at the EGM, whichever is later. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently decide to do so.
This Circular is dated 4 November 2017
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
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, solicitor, accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Distribution of this Circular into jurisdictions other than Malaysia may be restricted by law. Persons who come into possession of this Circular should inform themselves of and observe any such restrictions. This Circular is not for release, publication or distribution, directly or indirectly, in or into the United States of America (“United States”).
This Circular shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Circular is issued to shareholders solely for the purpose of convening the Extraordinary General Meeting (“EGM”) and seeking their approval for the resolution to be considered at such meeting. Shareholders are authorised to use this Circular solely for the purpose of considering the approval sought. Persons to whom a copy of this Circular has been issued shall not circulate to any other person, reproduce or otherwise distribute this Circular or any information herein for any purpose whatsoever nor permit or cause the same to occur.
SIME DARBY BERHAD(Company No. 752404-U)
(Incorporated in Malaysia under the Companies Act 1965 and deemed registered under the Companies Act 2016)
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE
(I) PROPOSED INTERNAL RESTRUCTURING OF SIME DARBY BERHAD (“SIME DARBY” OR “COMPANY”) AND ITS SUBSIDIARIES;
(II) PROPOSED DISTRIBUTION OF SIME DARBY’S ENTIRE SHAREHOLDING IN SIME DARBY PLANTATION BERHAD (“SD PLANTATION”) AND SIME DARBY PROPERTY BERHAD (“SD PROPERTY”) TO ITS SHAREHOLDERS ON THE BASIS OF ONE (1) ORDINARY SHARE IN SD PLANTATION AND ONE (1) ORDINARY SHARE IN SD PROPERTY FOR EVERY ONE (1) ORDINARY SHARE HELD IN SIME DARBY ON AN ENTITLEMENT DATE TO BE DETERMINED (“PROPOSED DISTRIBUTION”);
(III) PROPOSED LISTING OF THE ENTIRE ENLARGED ISSUED SHARE CAPITAL OF SD PLANTATION AND SD PROPERTY ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD; AND
(IV) ARRANGEMENTS BETWEEN SD PLANTATION, SD PROPERTY AND CERTAIN OTHER SUBSIDIARIES OF SIME DARBY TO GOVERN RELATIONSHIP FOLLOWING THE PROPOSED DISTRIBUTION
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Principal Adviser
The Notice of EGM and the Form of Proxy are enclosed in this Circular. The details of the EGM are as follows:
Date and time of the EGM : Monday, 20 November 2017 at 11.30 a.m. or immediately following the conclusion or adjournment (as the case may be) of the Eleventh Annual General Meeting of the Company, whichever is later.
Venue of the EGM : Grand Ballroom, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia
If you are unable to attend and vote at the EGM, you may appoint a proxy or proxies to attend and vote on your behalf, subject to the Constitution of Sime Darby. If you decide to do so, you must deposit the Form of Proxy with the Share Registrar of Sime Darby, Tricor Investor & Issuing House Services Sdn. Bhd. At Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia before 12.00 p.m. on 19 November 2017 or not less than 24 hours before the time appointed for the taking of the poll at the EGM, whichever is later. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently decide to do so.
This Circular is dated 4 November 2017
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
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, solicitor, accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Distribution of this Circular into jurisdictions other than Malaysia may be restricted by law. Persons who come into possession of this Circular should inform themselves of and observe any such restrictions. This Circular is not for release, publication or distribution, directly or indirectly, in or into the United States of America (“United States”).
This Circular shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Circular is issued to shareholders solely for the purpose of convening the Extraordinary General Meeting (“EGM”) and seeking their approval for the resolution to be considered at such meeting. Shareholders are authorised to use this Circular solely for the purpose of considering the approval sought. Persons to whom a copy of this Circular has been issued shall not circulate to any other person, reproduce or otherwise distribute this Circular or any information herein for any purpose whatsoever nor permit or cause the same to occur.
SIME DARBY BERHAD(Company No. 752404-U)
(Incorporated in Malaysia under the Companies Act 1965 and deemed registered under the Companies Act 2016)
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE
(I) PROPOSED INTERNAL RESTRUCTURING OF SIME DARBY BERHAD (“SIME DARBY” OR “COMPANY”) AND ITS SUBSIDIARIES;
(II) PROPOSED DISTRIBUTION OF SIME DARBY’S ENTIRE SHAREHOLDING IN SIME DARBY PLANTATION BERHAD (“SD PLANTATION”) AND SIME DARBY PROPERTY BERHAD (“SD PROPERTY”) TO ITS SHAREHOLDERS ON THE BASIS OF ONE (1) ORDINARY SHARE IN SD PLANTATION AND ONE (1) ORDINARY SHARE IN SD PROPERTY FOR EVERY ONE (1) ORDINARY SHARE HELD IN SIME DARBY ON AN ENTITLEMENT DATE TO BE DETERMINED (“PROPOSED DISTRIBUTION”);
(III) PROPOSED LISTING OF THE ENTIRE ENLARGED ISSUED SHARE CAPITAL OF SD PLANTATION AND SD PROPERTY ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD; AND
(IV) ARRANGEMENTS BETWEEN SD PLANTATION, SD PROPERTY AND CERTAIN OTHER SUBSIDIARIES OF SIME DARBY TO GOVERN RELATIONSHIP FOLLOWING THE PROPOSED DISTRIBUTION
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Principal Adviser
The Notice of EGM and the Form of Proxy are enclosed in this Circular. The details of the EGM are as follows:
Date and time of the EGM : Monday, 20 November 2017 at 11.30 a.m. or immediately following the conclusion or adjournment (as the case may be) of the Eleventh Annual General Meeting of the Company, whichever is later.
Venue of the EGM : Grand Ballroom, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia
If you are unable to attend and vote at the EGM, you may appoint a proxy or proxies to attend and vote on your behalf, subject to the Constitution of Sime Darby. If you decide to do so, you must deposit the Form of Proxy with the Share Registrar of Sime Darby, Tricor Investor & Issuing House Services Sdn. Bhd. At Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia before 12.00 p.m. on 19 November 2017 or not less than 24 hours before the time appointed for the taking of the poll at the EGM, whichever is later. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently decide to do so.
This Circular is dated 4 November 2017
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
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, solicitor, accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Distribution of this Circular into jurisdictions other than Malaysia may be restricted by law. Persons who come into possession of this Circular should inform themselves of and observe any such restrictions. This Circular is not for release, publication or distribution, directly or indirectly, in or into the United States of America (“United States”).
This Circular shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Circular is issued to shareholders solely for the purpose of convening the Extraordinary General Meeting (“EGM”) and seeking their approval for the resolution to be considered at such meeting. Shareholders are authorised to use this Circular solely for the purpose of considering the approval sought. Persons to whom a copy of this Circular has been issued shall not circulate to any other person, reproduce or otherwise distribute this Circular or any information herein for any purpose whatsoever nor permit or cause the same to occur.
SIME DARBY BERHAD(Company No. 752404-U)
(Incorporated in Malaysia under the Companies Act 1965 and deemed registered under the Companies Act 2016)
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE
(I) PROPOSED INTERNAL RESTRUCTURING OF SIME DARBY BERHAD (“SIME DARBY” OR “COMPANY”) AND ITS SUBSIDIARIES;
(II) PROPOSED DISTRIBUTION OF SIME DARBY’S ENTIRE SHAREHOLDING IN SIME DARBY PLANTATION BERHAD (“SD PLANTATION”) AND SIME DARBY PROPERTY BERHAD (“SD PROPERTY”) TO ITS SHAREHOLDERS ON THE BASIS OF ONE (1) ORDINARY SHARE IN SD PLANTATION AND ONE (1) ORDINARY SHARE IN SD PROPERTY FOR EVERY ONE (1) ORDINARY SHARE HELD IN SIME DARBY ON AN ENTITLEMENT DATE TO BE DETERMINED (“PROPOSED DISTRIBUTION”);
(III) PROPOSED LISTING OF THE ENTIRE ENLARGED ISSUED SHARE CAPITAL OF SD PLANTATION AND SD PROPERTY ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD; AND
(IV) ARRANGEMENTS BETWEEN SD PLANTATION, SD PROPERTY AND CERTAIN OTHER SUBSIDIARIES OF SIME DARBY TO GOVERN RELATIONSHIP FOLLOWING THE PROPOSED DISTRIBUTION
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Principal Adviser
The Notice of EGM and the Form of Proxy are enclosed in this Circular. The details of the EGM are as follows:
Date and time of the EGM : Monday, 20 November 2017 at 11.30 a.m. or immediately following the conclusion or adjournment (as the case may be) of the Eleventh Annual General Meeting of the Company, whichever is later.
Venue of the EGM : Grand Ballroom, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia
If you are unable to attend and vote at the EGM, you may appoint a proxy or proxies to attend and vote on your behalf, subject to the Constitution of Sime Darby. If you decide to do so, you must deposit the Form of Proxy with the Share Registrar of Sime Darby, Tricor Investor & Issuing House Services Sdn. Bhd. At Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia before 12.00 p.m. on 19 November 2017 or not less than 24 hours before the time appointed for the taking of the poll at the EGM, whichever is later. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently decide to do so.
This Circular is dated 4 November 2017
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
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, solicitor, accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Distribution of this Circular into jurisdictions other than Malaysia may be restricted by law. Persons who come into possession of this Circular should inform themselves of and observe any such restrictions. This Circular is not for release, publication or distribution, directly or indirectly, in or into the United States of America (“United States”).
This Circular shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Circular is issued to shareholders solely for the purpose of convening the Extraordinary General Meeting (“EGM”) and seeking their approval for the resolution to be considered at such meeting. Shareholders are authorised to use this Circular solely for the purpose of considering the approval sought. Persons to whom a copy of this Circular has been issued shall not circulate to any other person, reproduce or otherwise distribute this Circular or any information herein for any purpose whatsoever nor permit or cause the same to occur.
SIME DARBY BERHAD(Company No. 752404-U)
(Incorporated in Malaysia under the Companies Act 1965 and deemed registered under the Companies Act 2016)
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE
(I) PROPOSED INTERNAL RESTRUCTURING OF SIME DARBY BERHAD (“SIME DARBY” OR “COMPANY”) AND ITS SUBSIDIARIES;
(II) PROPOSED DISTRIBUTION OF SIME DARBY’S ENTIRE SHAREHOLDING IN SIME DARBY PLANTATION BERHAD (“SD PLANTATION”) AND SIME DARBY PROPERTY BERHAD (“SD PROPERTY”) TO ITS SHAREHOLDERS ON THE BASIS OF ONE (1) ORDINARY SHARE IN SD PLANTATION AND ONE (1) ORDINARY SHARE IN SD PROPERTY FOR EVERY ONE (1) ORDINARY SHARE HELD IN SIME DARBY ON AN ENTITLEMENT DATE TO BE DETERMINED (“PROPOSED DISTRIBUTION”);
(III) PROPOSED LISTING OF THE ENTIRE ENLARGED ISSUED SHARE CAPITAL OF SD PLANTATION AND SD PROPERTY ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD; AND
(IV) ARRANGEMENTS BETWEEN SD PLANTATION, SD PROPERTY AND CERTAIN OTHER SUBSIDIARIES OF SIME DARBY TO GOVERN RELATIONSHIP FOLLOWING THE PROPOSED DISTRIBUTION
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Principal Adviser
The Notice of EGM and the Form of Proxy are enclosed in this Circular. The details of the EGM are as follows:
Date and time of the EGM : Monday, 20 November 2017 at 11.30 a.m. or immediately following the conclusion or adjournment (as the case may be) of the Eleventh Annual General Meeting of the Company, whichever is later.
Venue of the EGM : Grand Ballroom, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia
If you are unable to attend and vote at the EGM, you may appoint a proxy or proxies to attend and vote on your behalf, subject to the Constitution of Sime Darby. If you decide to do so, you must deposit the Form of Proxy with the Share Registrar of Sime Darby, Tricor Investor & Issuing House Services Sdn. Bhd. At Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia before 12.00 p.m. on 19 November 2017 or not less than 24 hours before the time appointed for the taking of the poll at the EGM, whichever is later. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently decide to do so.
This Circular is dated 4 November 2017
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
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, solicitor, accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Distribution of this Circular into jurisdictions other than Malaysia may be restricted by law. Persons who come into possession of this Circular should inform themselves of and observe any such restrictions. This Circular is not for release, publication or distribution, directly or indirectly, in or into the United States of America (“United States”).
This Circular shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Circular is issued to shareholders solely for the purpose of convening the Extraordinary General Meeting (“EGM”) and seeking their approval for the resolution to be considered at such meeting. Shareholders are authorised to use this Circular solely for the purpose of considering the approval sought. Persons to whom a copy of this Circular has been issued shall not circulate to any other person, reproduce or otherwise distribute this Circular or any information herein for any purpose whatsoever nor permit or cause the same to occur.
SIME DARBY BERHAD(Company No. 752404-U)
(Incorporated in Malaysia under the Companies Act 1965 and deemed registered under the Companies Act 2016)
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE
(I) PROPOSED INTERNAL RESTRUCTURING OF SIME DARBY BERHAD (“SIME DARBY” OR “COMPANY”) AND ITS SUBSIDIARIES;
(II) PROPOSED DISTRIBUTION OF SIME DARBY’S ENTIRE SHAREHOLDING IN SIME DARBY PLANTATION BERHAD (“SD PLANTATION”) AND SIME DARBY PROPERTY BERHAD (“SD PROPERTY”) TO ITS SHAREHOLDERS ON THE BASIS OF ONE (1) ORDINARY SHARE IN SD PLANTATION AND ONE (1) ORDINARY SHARE IN SD PROPERTY FOR EVERY ONE (1) ORDINARY SHARE HELD IN SIME DARBY ON AN ENTITLEMENT DATE TO BE DETERMINED (“PROPOSED DISTRIBUTION”);
(III) PROPOSED LISTING OF THE ENTIRE ENLARGED ISSUED SHARE CAPITAL OF SD PLANTATION AND SD PROPERTY ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD; AND
(IV) ARRANGEMENTS BETWEEN SD PLANTATION, SD PROPERTY AND CERTAIN OTHER SUBSIDIARIES OF SIME DARBY TO GOVERN RELATIONSHIP FOLLOWING THE PROPOSED DISTRIBUTION
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Principal Adviser
The Notice of EGM and the Form of Proxy are enclosed in this Circular. The details of the EGM are as follows:
Date and time of the EGM : Monday, 20 November 2017 at 11.30 a.m. or immediately following the conclusion or adjournment (as the case may be) of the Eleventh Annual General Meeting of the Company, whichever is later.
Venue of the EGM : Grand Ballroom, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia
If you are unable to attend and vote at the EGM, you may appoint a proxy or proxies to attend and vote on your behalf, subject to the Constitution of Sime Darby. If you decide to do so, you must deposit the Form of Proxy with the Share Registrar of Sime Darby, Tricor Investor & Issuing House Services Sdn. Bhd. At Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia before 12.00 p.m. on 19 November 2017 or not less than 24 hours before the time appointed for the taking of the poll at the EGM, whichever is later. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently decide to do so.
This Circular is dated 4 November 2017
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
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, solicitor, accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Distribution of this Circular into jurisdictions other than Malaysia may be restricted by law. Persons who come into possession of this Circular should inform themselves of and observe any such restrictions. This Circular is not for release, publication or distribution, directly or indirectly, in or into the United States of America (“United States”).
This Circular shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Circular is issued to shareholders solely for the purpose of convening the Extraordinary General Meeting (“EGM”) and seeking their approval for the resolution to be considered at such meeting. Shareholders are authorised to use this Circular solely for the purpose of considering the approval sought. Persons to whom a copy of this Circular has been issued shall not circulate to any other person, reproduce or otherwise distribute this Circular or any information herein for any purpose whatsoever nor permit or cause the same to occur.
SIME DARBY BERHAD(Company No. 752404-U)
(Incorporated in Malaysia under the Companies Act 1965 and deemed registered under the Companies Act 2016)
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE
(I) PROPOSED INTERNAL RESTRUCTURING OF SIME DARBY BERHAD (“SIME DARBY” OR “COMPANY”) AND ITS SUBSIDIARIES;
(II) PROPOSED DISTRIBUTION OF SIME DARBY’S ENTIRE SHAREHOLDING IN SIME DARBY PLANTATION BERHAD (“SD PLANTATION”) AND SIME DARBY PROPERTY BERHAD (“SD PROPERTY”) TO ITS SHAREHOLDERS ON THE BASIS OF ONE (1) ORDINARY SHARE IN SD PLANTATION AND ONE (1) ORDINARY SHARE IN SD PROPERTY FOR EVERY ONE (1) ORDINARY SHARE HELD IN SIME DARBY ON AN ENTITLEMENT DATE TO BE DETERMINED (“PROPOSED DISTRIBUTION”);
(III) PROPOSED LISTING OF THE ENTIRE ENLARGED ISSUED SHARE CAPITAL OF SD PLANTATION AND SD PROPERTY ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD; AND
(IV) ARRANGEMENTS BETWEEN SD PLANTATION, SD PROPERTY AND CERTAIN OTHER SUBSIDIARIES OF SIME DARBY TO GOVERN RELATIONSHIP FOLLOWING THE PROPOSED DISTRIBUTION
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Principal Adviser
The Notice of EGM and the Form of Proxy are enclosed in this Circular. The details of the EGM are as follows:
Date and time of the EGM : Monday, 20 November 2017 at 11.30 a.m. or immediately following the conclusion or adjournment (as the case may be) of the Eleventh Annual General Meeting of the Company, whichever is later.
Venue of the EGM : Grand Ballroom, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia
If you are unable to attend and vote at the EGM, you may appoint a proxy or proxies to attend and vote on your behalf, subject to the Constitution of Sime Darby. If you decide to do so, you must deposit the Form of Proxy with the Share Registrar of Sime Darby, Tricor Investor & Issuing House Services Sdn. Bhd. At Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia before 12.00 p.m. on 19 November 2017 or not less than 24 hours before the time appointed for the taking of the poll at the EGM, whichever is later. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently decide to do so.
This Circular is dated 4 November 2017
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
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, solicitor, accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Distribution of this Circular into jurisdictions other than Malaysia may be restricted by law. Persons who come into possession of this Circular should inform themselves of and observe any such restrictions. This Circular is not for release, publication or distribution, directly or indirectly, in or into the United States of America (“United States”).
This Circular shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Circular is issued to shareholders solely for the purpose of convening the Extraordinary General Meeting (“EGM”) and seeking their approval for the resolution to be considered at such meeting. Shareholders are authorised to use this Circular solely for the purpose of considering the approval sought. Persons to whom a copy of this Circular has been issued shall not circulate to any other person, reproduce or otherwise distribute this Circular or any information herein for any purpose whatsoever nor permit or cause the same to occur.
SIME DARBY BERHAD(Company No. 752404-U)
(Incorporated in Malaysia under the Companies Act 1965 and deemed registered under the Companies Act 2016)
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE
(I) PROPOSED INTERNAL RESTRUCTURING OF SIME DARBY BERHAD (“SIME DARBY” OR “COMPANY”) AND ITS SUBSIDIARIES;
(II) PROPOSED DISTRIBUTION OF SIME DARBY’S ENTIRE SHAREHOLDING IN SIME DARBY PLANTATION BERHAD (“SD PLANTATION”) AND SIME DARBY PROPERTY BERHAD (“SD PROPERTY”) TO ITS SHAREHOLDERS ON THE BASIS OF ONE (1) ORDINARY SHARE IN SD PLANTATION AND ONE (1) ORDINARY SHARE IN SD PROPERTY FOR EVERY ONE (1) ORDINARY SHARE HELD IN SIME DARBY ON AN ENTITLEMENT DATE TO BE DETERMINED (“PROPOSED DISTRIBUTION”);
(III) PROPOSED LISTING OF THE ENTIRE ENLARGED ISSUED SHARE CAPITAL OF SD PLANTATION AND SD PROPERTY ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD; AND
(IV) ARRANGEMENTS BETWEEN SD PLANTATION, SD PROPERTY AND CERTAIN OTHER SUBSIDIARIES OF SIME DARBY TO GOVERN RELATIONSHIP FOLLOWING THE PROPOSED DISTRIBUTION
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Principal Adviser
The Notice of EGM and the Form of Proxy are enclosed in this Circular. The details of the EGM are as follows:
Date and time of the EGM : Monday, 20 November 2017 at 11.30 a.m. or immediately following the conclusion or adjournment (as the case may be) of the Eleventh Annual General Meeting of the Company, whichever is later.
Venue of the EGM : Grand Ballroom, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia
If you are unable to attend and vote at the EGM, you may appoint a proxy or proxies to attend and vote on your behalf, subject to the Constitution of Sime Darby. If you decide to do so, you must deposit the Form of Proxy with the Share Registrar of Sime Darby, Tricor Investor & Issuing House Services Sdn. Bhd. At Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia before 12.00 p.m. on 19 November 2017 or not less than 24 hours before the time appointed for the taking of the poll at the EGM, whichever is later. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently decide to do so.
This Circular is dated 4 November 2017
