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.) (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. (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. 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.) (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. (i) Variation of Rights No alteration, variation, amendment, addition, deletion or substitution to the provisions of this Clause 20A shall be made unless the Company shall have obtained the written consent of the ICPS Holders representing not less than seventy-five per cent (75%) of the total voting rights of the ICPS Holder or the sanction of a special resolution passed at a separate meeting of the ICPS Holders. While any ICPS remains unconverted into ordinary shares, no resolution shall be passed for reducing the share capital of the Company, unless the Company shall have obtained the written consent of the ICPS Holders representing not less than seventy-five per cent (75%) of the total voting rights of the ICPS Holder or the sanction of a special resolution passed at a separate meeting of the ICPS Holders. 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. FINANCIAL STATEMENTS NOTES TO THE For the financial year ended 31 December 2021 Annual Report 2021 TROPICANA CORPORATION BERHAD FINANCIAL STATEMENTS AND OTHER INFORMATION 312 313
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