Tropicana Corporation Berhad Annual Report 2020

30. IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES AND PERPETUAL BOND (CONT'D.) Irredeemable Convertible Preference Shares (cont'd.) The salient terms of the ICPS were as follows: (cont'd.) (d) Conversion (cont'd.) (ii) Conversion Ratio The conversion ratio is fixed as follows: - for conversion at any time during the period from the Issue Date up to the fifth (5 th ) anniversary, the conversion ratio will be one (1) ICPS for one (1) ordinary share; and - for conversion at any time during the period after the fifth (5 th ) anniversary of the Issue Date up to the Maturity Date, the conversion ratio will be five (5) ICPS for six (6) ordinary shares. The conversion ratio will be subject to any necessary adjustments from time to time, at the determination of the Board, in the event of any alteration to the Company's share capital, whether by way of rights issue, capitalisation issue, consolidation of shares, subdivision of shares or reduction of capital howsoever being effected, in accordance with the provisions of the Constitution of the Company. The Company will give notice in writing to the ICPS holders of its intention to make such adjustments to the conversion ratio. If the conversion results in a fractional entitlement to new ordinary shares, such fractional entitlement will be disregarded and no refund or credit, whether in the form of ICPS, cash or otherwise, will be given in respect of the disregarded fractional entitlement. (iii) Conversion Process The conversion of the ICPS shall be exercised by ICPS Holder delivering a duly completed and signed notice to convert to the share registrar of the Company. The notice to convert shall be in such form as may be prescribed from time to time by the Company or in accordance with Applicable Laws (" Conversion Notice "). A holder of ICPS who has issued a Conversion Notice (" Converting ICPS Holder ") shall furnish to the Company such supporting documents or information as may be prescribed by the Company or as may be required under Applicable Laws. The duly completed and valid Conversion Notice shall be irrevocable after receipt thereof by the share registrar of the Company and the right to receive any preferential dividends referred to in the Constitution relating to the ICPS that have been converted into ordinary shares shall cease as from the date of issue and allotment of the new ordinary shares. Subject to Applicable Laws, within eight (8) Market Days from the date of receipt by the Company of a Conversion Notice or such other period as may be prescribed or allowed by the Exchange, the Company shall: - allot and issue to the relevant Converting ICPS Holders, such number of ordinary shares to which such holders are entitled to receive, credited as fully paid-up (" Conversion Shares "), and shall cause the Securities Account of the said holders to be credited with such number of Conversion Shares; - despatch a notice of allotment to the relevant Converting ICPS Holders in respect of the Conversion Shares; and - make an application to the Exchange for the listing of and quotation for the Conversion Shares. 30. IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES AND PERPETUAL BOND (CONT'D.) Irredeemable Convertible Preference Shares (cont'd.) The salient terms of the ICPS were as follows: (cont'd.) (e) Ranking of the new ordinary shares The new ordinary shares to be issued upon conversion of the ICPS shall, upon allotment and issue, rank equally in all respects with the existing issued ordinary shares including the entitlements to dividends, rights, allotments or other distributions, except that the new ordinary shares shall not be entitled to any dividends, rights, allotments and/or other distributions of which may be declared, made or paid, the entitlement date is before the date of allotment of such new ordinary shares. (f) Redemption The ICPS shall not be redeemable. (g) Transferability The ICPS shall be transferable and shall be subject to the same provisions of transferability of ordinary shares as are set out in the Constitution of the Company. (h) Meeting and Voting Rights Each ICPS Holder shall have the right to receive notices, annual reports and audited financial statements and attending in person or proxy, at any general meetings of the Company but shall not be entitled to speak, vote, move resolutions in any way except at a meeting convened in respect of any proposal or resolution made: (i) when the dividend or part of the dividend on the ICPS is in arrears for more than six (6) months; (ii) on a proposal to reduce the Company’s share capital; (iii) on a proposal for the disposal of the whole of the Company's property, business and undertaking; (iv) on a proposal that affects the rights and privileges attached to the ICPS; (v) on a proposal to wind up the Company; and (vi) during the winding up of the Company. The abovementioned proposal shall subject to the sanction of a resolution passed at a separate meeting of the ICPS Holders. A separate meeting of ICPS Holders shall be convened in respect of the abovementioned proposal or resolution, for the ICPS Holders to speak and vote at such meeting. To every such separate meeting, the provisions of this Constitution relating to general meetings shall mutatis mutandis apply, except that in the case of having only one ICPS Holder, one ICPS Holder personally present at a meeting shall constitute a quorum. NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 31 December 2020 ANNUAL REPORT 2020 TROPICANA CORPORATION BERHAD FINANCIAL STATEMENTS AND OTHER INFORMATION 256 257