174 FGV HOLDINGS BERHAD ABOUT FGV MANAGEMENT DISCUSSION & ANALYSIS VALUE CREATION Notice of 14th Annual General Meeting NOTICE IS HEREBY GIVEN THAT the 14th Annual General Meeting (AGM) of FGV Holdings Berhad (“FGV” or “the Company”) will be held fully virtual via virtual meeting platform at https://meeting.boardroomlimited.my (Domain Registration No. with MYNIC - D6A357657) which is located in Malaysia on Thursday, 23 June 2022 at 11.00 a.m., or an adjournment thereof, to transact the following businesses, with or without modifications: AGENDA As Ordinary Business 1. To receive the Audited Financial Statements for the financial year ended 31 December 2021 together with the Reports of the Directors and Auditors thereon. Please refer to Explanatory Note 1 2. To approve the payment of Directors’ fees for the Non-Executive Chairman (NEC) from 24 June 2022 until the next AGM of FGV based on the Directors’ fee structure. Please refer to Explanatory Note 2 and 3 3. To approve the payment of Directors’ fees for the Non-Executive Directors (NED) from 24 June 2022 until the next AGM of FGV based on the Directors’ fee structure. Please refer to Explanatory Note 2 and 4 4. To approve the payment of Board Sustainability Committee fees and meeting allowances to the NED for the period from 1 September 2021 until 23 June 2022 based on the Directors’ fee and remuneration structure. Please refer to Explanatory Note 2 and 5 5. To approve the payment of benefits payable to the NEC from 24 June 2022 until the next AGM of FGV based on the Directors’ remuneration structure. Please refer to Explanatory Note 2 and 6 6. To approve the payment of benefits payable to the NED from 24 June 2022 until the next AGM of FGV based on the Directors’ remuneration structure. Please refer to Explanatory Note 2 and 7 7. To re-elect Dato’ Amiruddin Abdul Satar who retires by rotation in accordance with Clause 97 of the Company’s Constitution and who, being eligible, has offered himself for re-election. Please refer to Explanatory Note 8 8. To re-elect the following Directors who retire in accordance with Clause 103 of the Company’s Constitution and who, being eligible, have offered themselves for re-election: (i) Dato’ Nonee Ashirin Dato’ Mohd Radzi (ii) Dato’ Mohd Rafik Shah Mohamad (iii) Nik Fazila Nik Mohamed Shihabuddin (iv) Kasmuri Sukardi (v) Datuk Yatimah Sarjiman Please refer to Explanatory Note 9 9. To re-appoint PricewaterhouseCoopers PLT, having consented to act as Auditors of the Company, for the financial year ending 31 December 2022 and to authorise the Board of Directors to determine their remuneration. Please refer to Explanatory Note 10 As Special Business To consider and if thought fit, to pass the following as Ordinary Resolution: 10. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE AND PROPOSED NEW SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE “THAT subject always to the Companies Act, 2016 (CA 2016), the Constitution of FGV, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (Listing Requirements), other applicable laws, guidelines, rules and regulations, and the approval of the relevant governmental/regulatory authorities (where applicable), approval be and is hereby given to the Company and its subsidiaries to enter into all arrangements and/or transactions involving the interests of the Related Parties as specified in Appendix I of the Circular to the Shareholders dated 28 April 2022 (RRPT Circular), provided that such arrangements and/or transactions are: (a) recurrent transactions of a revenue or trading nature; (b) necessary for the day-to-day operations; (c) carried out in the ordinary course of business on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public; and (d) not detrimental to the minority Shareholders of the Company; (Proposed Mandates). AND THAT the Proposed Mandates shall commence immediately upon passing of this ordinary resolution and continue to be in force until: (i) the conclusion of the next AGM of the Company following this 14th AGM at which time the Proposed Mandates will lapse, unless the Proposed Mandates are renewed by a resolution passed at the next AGM of the Company; or (ii) the expiration of the period within which the next AGM after that date is required to be held pursuant to Sections 340(1) and (2) of the CA 2016 (excluding however such extension as may be allowed pursuant to Section 340(4) of the CA 2016); or (iii) the Proposed Mandates are revoked or varied by a resolution passed by the Shareholders of the Company in a general meeting of the Company, whichever is the earlier; AND FURTHER THAT authority be and is hereby given to the Directors of the Company and/or its subsidiaries to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to such transactions as authorised by this resolution and the Proposed Mandates.” Please refer to the Explanatory Notes on Special Business 11. To transact any other business of the Company for which due notice have been given in accordance with the Company’s Constitution and the CA 2016. BY ORDER OF THE BOARD KOO SHUANG YEN Company Secretary (SSM PC No. 201908003534) (MIA 7556) Kuala Lumpur 28 April 2022 NOTES: 1. Precautionary measures against Coronavirus disease 2019 (COVID-19) pandemic (i) Having regard to the well-being and the safety of our Shareholders, the Company will conduct its forthcoming 14th AGM fully virtual through live streaming and online remote voting. Please follow the procedures provided in the Administrative Details for the 14th AGM in order to register, participate and vote remotely via LUMI AGM facilities. (ii) With LUMI AGM facilities, a Shareholder may exercise his/her right to participate (including to pose questions to the Chairman/Board/Management of the Company) and vote at the 14th AGM, at the comfort of their home. (iii) The venue of the 14th AGM is the virtual meeting platform at https://meeting.boardroomlimited.my (Domain Registration No. with MYNIC - D6A357657) which is located in Malaysia being the main venue and is strictly for the purpose of compliance with Section 327(2) of the CA 2016 which requires the Chairman of the meeting to be present at the main venue of the meeting. In a fully virtual general meeting, all meeting participants including the Chairman, Board, Management of the Company and Shareholders will participate virtually through the virtual meeting platform. (iv) Due to the constant evolving situation of the COVID-19 pandemic, we may be required to change the arrangements of our 14th AGM at short notice. Kindly check the Company’s website or announcements for the latest updates on the status of the 14th AGM. 2. Proxy (i) Shareholders who are unable to participate in the 14th AGM may appoint Proxy(ies) to vote on their behalf. Where a Shareholder appoints two (2) Proxies, each Proxy appointed shall represent a minimum of one hundred (100) shares and the appointment of such Proxies shall not be valid unless the Shareholder specifies the proportion of his/her shareholding to be represented by each of such Proxy. (ii) The Proxy Form shall be in writing under the hands of the appointor or of his/her attorney duly authorised in writing or if the appointor is a corporation either under its common seal, or the hand of its officer or its duly authorised attorney. An instrument appointing a Proxy to vote at a meeting shall be deemed to include the power to demand or join in demanding a poll on behalf of the appointor. (Resolution 1) (Resolution 2) (Resolution 3) (Resolution 4) (Resolution 5) (Resolution 7) (Resolution 6) (Resolution 8) (Resolution 9) (Resolution 10) (Resolution 12) (Resolution 11) (Resolution 13)
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