FGV Annual Report 2013

Felda Global Ventures Holdings Berhad 285 36 SHARE CAPITAL (CONT’D.) Authorised share capital On 1 January 2012, the authorised share capital of the Company was RM2,012,500,000 comprising 2,000,000,000 ordinary shares of RM1 each and 1,250,000,000 RCPS and RCCPS of RM0.01 each. On 16 May 2012, the authorised share capital of the Company was increased fromRM2,012,500,000 to RM4,000,000,001 comprising 4,000,000,000 ordinary shares of RM1 each and 1 special share of RM1 each. On 17 May 2012, the Company’s issued and paid up share capital increased fromRM1,767,612,000 to RM2,668,151,500 comprised of 2,668,151,500 ordinary shares of RM1 each by converting its 329,949,500 RCPS and 570,590,000 RCCPS at a nominal value of RM0.01 each and a premium of RM0.99 each into 900,539,500 new ordinary shares of RM1.00 each. On 26 June 2012, in conjunction with the initial public offer of the Company’s shares, the Company increased its issued and paid up capital from RM2,668,151,501 to RM3,648,151,501 by way of public issuance of 980,000,000 new ordinary shares of RM1 each. Special share On 21 May 2012, the Company issued one special share of RM1.00, resulting in an increase in the issued and paid up share capital of the Company from RM2,668,151,500 to RM2,668,151,501. The special share is held by the Minister of Finance (Incorporated). The special share held by the Minister of Finance (Incorporated) has the following characteristics: (a) The Special Share may be held only by or transferred only to the Minister of Finance (Incorporated) or its successor or any Minister, representative or any person authorised by the Government of Malaysia to act on its behalf. (b) The Special Shareholder shall have the right from time to time to appoint any existing Director to be a Government Appointed Director so that there shall not be more than three (3) Government Appointed Director at any one time and such Government Appointed Directors shall hold the position of the Chairman of the Board of Directors, Managing Director/Chief Executive Officer and one (1) Director. (c) The Special Shareholder or any person acting on behalf of the Special Shareholder shall be entitled to receive notice of and to attend and speak at all general meetings or any other meeting of any class or shareholders of the Company, but the Special Share shall carry no right to vote nor any other rights at any such meeting. (d) The Special Shareholder may, subject to the provisions of the Acts, require the Company to redeem the Special Share at par at any time by serving written notice upon the Company and delivering the relevant share certificate. (e) In a distribution of capital in a winding up of the Company, the Special Shareholder shall be entitled to repayment of the capital paid up on the Special Share in priority to any repayment of capital to any other Member. The Special Share shall confer no other right to participate in the capital or profits of the Company.