With Transparency Embedded In Our Business Practices ANNUAL INTEGRATED REPORT 2022 179 ADDITIONAL DISCLOSURES Utilisation of Proceeds There were no proceeds raised from corporate proposals during the financial year ended 31 December 2022. Non-Audit Fees The amount of non-audit fees rendered to the Group by its external auditors, Pricewaterhouse Coopers PLT (PwC), for the financial year ended 31 December 2022 amounted to RM2,680,000 and was above the allowable threshold. However, relevant approval from the Board of Directors has been obtained. Material Contracts 1) Conditional Shareholders’ Agreement dated 6 August 2022 between FGV Integrated Farming Holdings Sdn Bhd, Baladna for Trading and Investment W.L.L (a wholly-owned subsidiary of Baladna Q.P.S.C.), and Touch Group Holdings Sdn Bhd to form an incorporated joint venture to carry on the business of developing an integrated dairy farm business in Chuping, Perlis; and 2) Share Sale Agreement dated 8 June 2021 between MSM Malaysia Holdings Berhad and FGV Integrated Farming Sdn Bhd in respect of the proposed acquisition of the entire equity interest held in MSM Perlis Sdn Bhd for a consideration of RM175,000,000, subject to the adjustment for net debt and net working capital upon completion. This agreement was completed on 29 September 2021. Long Term Incentive Plan (LTIP) The Long Term Incentive Plan (LTIP) was discontinued in January 2021. Share Issuance Scheme There was no Share Issuance Scheme declared or implemented in 2022. Recurrent Related Party Transaction of Revenue or Trading Nature At the 14th AGM held on 23 June 2022, the Company had obtained a general mandate from its shareholders’ for the existing recurrent related party transactions of a revenue or trading nature, to be entered into by FGV and its Group of Companies (FGV Group) as set out in the Circular to shareholders dated 28 April 2022 (RRPT Mandate). The RRPT Mandate is valid until the conclusion of the forthcoming 15th AGM of the Company. Pursuant to paragraph 10.09(2)(b) and paragraph 3.1.5 of Practice Note 12 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the details of the recurrent related party transactions of a revenue or trading nature entered into during the financial year ended 31 December 2022 are as follows: Item Transacting Related Party Interested Major Shareholders/Directors and persons connected with them Nature of RRPT Value of Transaction (RM’000) Recipient Provider 1 KPF-Linked Subsidiaries, MSM Group of Companies & FGV Trading FGV Group Interested Major Shareholders: • FELDA • FAHC Interested Directors: • Dato’ Amiruddin Abdul Satar • Dato’ Shahrol Anuwar Sarman • Datuk Yatimah Sarjiman Interested Directors (KPF-Linked Subsidiaries)* Interested person connected: • KPF Provision of management and shared services 75,349
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