FGV Annual Report 2013

As Special Business To consider and if thought fit, to pass the following as Ordinary Resolution : 7. PROPOSED SHAREHOLDERS’ RATIFICATIONFORRECURRENT RELATED PARTY TRANSACTIONS OF AREVENUE OR TRADING NATURE (“PROPOSED RATIFICATION”) AND PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED MANDATE”) “ THAT all Recurrent Related Party Transactions of a revenue or trading nature entered into by the Company, its subsidiaries or any of themwith the Related Parties from 27 December 2013 up to the date of the Sixth (6th) Annual General Meeting (“AGM”) were undertaken in the ordinary course of business, on arm’s length basis, on normal commercial terms which were not more favourable to the related party than those generally available to the public and were not detrimental to the minority shareholders of the Company, particulars of which are set out in Section 2 and Appendix 1 of the Circular to Shareholders dated 3 June 2014 (“Circular”), be and are hereby approved, confirmed and ratified; THAT authority be and is hereby given in line with Rule 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, for the Company, its subsidiaries or any of them to enter into any of the transactions falling within the types of Recurrent Related Party Transactions, particulars of which are set out in Section 2 and Appendix 1 of the Circular, with the Related Parties as described in the Circular, provided that such transactions are of revenue and/or trading nature, which are necessary for the day-to-day operations of the Company and/or its subsidiaries, within the ordinary course of business of the Company and/or its subsidiaries, made on arm’s length basis and on normal commercial terms which were not more favourable to the related party than those generally available to the public and are not detrimental to the minority shareholders of the Company; AND THAT such authority shall commence immediately upon passing of this ordinary resolution and continue to be in force until : a) the conclusion of the next AGM of the Company following this AGM at which the ordinary resolution for the Proposed Mandate for Recurrent Related Party Transactions is approved, at which time it will lapse, unless the authority is renewed by a resolution passed at the next AGM; or b) the expiration of the period within which the next AGM after that date is required by law to be held; or c) revoked or varied by 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 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.” (Resolution 11) 8. To transact any other business of the Company for which due notice shall be given in accordance with the Company’s Articles of Association and the Companies Act, 1965. NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT NOTICE IS HEREBY GIVEN THAT subject to the approval of shareholders at the Sixth (6th) Annual General Meeting of the Company to be held on 25 June 2014, a final dividend of 10 sen per ordinary share, under single-tier system, in respect of the financial year ended 31 December 2013 will be paid on 11 July 2014 to the shareholders. The entitlement date for the said dividend shall be 30 June 2014. FURTHER NOTICE IS HEREBY GIVEN THAT a depositor shall qualify for entitlement to the dividend only in respect of: i. Shares transferred into the Depositor’s securities account before 4.00 p.m. on 30 June 2014 in respect of ordinary transfers; and ii. Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad. BY ORDER OF THE BOARD SHAHNIZA ANOM ELIAS (LS 0006472) Company Secretary Kuala Lumpur 3 June 2014 Felda Global Ventures Holdings Berhad 471