FGV Annual Report 2014

Notes: 1. A Member of the Company entitled to attend and vote at a meeting of the Company, or at a meeting of any class of members of the Company, shall be entitled to appoint any person as his proxy to attend and vote instead of the Member at the meeting. There shall be no restriction as to the qualification of the proxy. 2. A proxy appointed to attend and vote at a meeting of the Company shall have the same rights as the Member to speak at the meeting. 3. A proxy need not be a Member and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. A Member shall not be precluded from attending and voting in person at any general meeting after lodging the Proxy Form. However, such attendance shall automatically revoke the proxy’s authority. There shall be no restriction as to the qualification of the proxy. 4. A Member may appoint up to two (2) proxies to attend a general meeting of the Company. Where a Member appoints two (2) proxies, the appointment of such proxies shall not be valid unless the Member specifies the proportion of his shareholding to be represented by each of such proxy. The instrument appointing a proxy shall be in writing under the hands of the appointor or of his 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. 5. Where a Member is an exempt Authorised Nominee, which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account (“omnibus account”) there is no limit to the number of proxies which the exempt Authorised Nominee may appoint in respect of each omnibus account it holds to vote instead of it, and that a proxy need not also be a member and that where a member appoints more than one (1) proxy, the appointment shall be invalid unless it specifies the proportion of its holdings to be represented by each proxy. An exempt Authorised Nominee refers to an authorised nominee defined under the Securities Industry (Central Depositories) Act 1991 (“SICDA”) which is exempted from compliance with the provisions of subsection 25A(1) of SICDA. 6. The instrument appointing a proxy shall be deposited at the Share Registrar of the Company at Symphony Share Registrars Sdn Bhd, Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in the case of a poll, not less than twenty-four (24) hours before the time appointed in taking of the poll, and in default the instrument of proxy shall not be treated as valid. 7. Members entitled to attend For purposes of determining a member who shall be entitled to attend the Seventh (7th) Annual General Meeting of the Company, the Company shall be requesting from Bursa Malaysia Depository Sdn Bhd, in accordance with Article 54 of the Company’s Articles of Association and Section 34(1) of SICDA, to issue a General Meeting Record of Depositors as at 5 June 2015. Only a depositor whose name appears on the General Meeting Record of Depositors as at 5 June 2015 shall be entitled to attend the said meeting or appoint a proxy(ies) to attend and/or vote on such depositor’s behalf. Explanatory Notes on Ordinary Business: 1. Agenda item no. 1 is meant for presentation and discussion only as under the provisions of Section 169(1) of the Companies Act, 1965 (“Act”) and Article 125 of the Company’s Articles of Association, the Audited Financial Statements do not require the formal approval of shareholders and hence, the matter will not be put forward for voting. 2. Ordinary Resolution 3, 5 and 6 – Assessment of Independence of Independent Directors The independence of YB Datuk Noor Ehsanuddin Mohd Harun Narrashid, Dato’ Mohd Zafer Mohd Hashim and Dato’ Mohamed Suffian Awang who have served as Independent Non-Executive Director of the Company has been assessed by the Nomination and Remuneration Committee and affirmed by the Board. 3. Ordinary Resolution 4 – Re-election of Director The Board in respect of this resolution has resolved, on the recommendation of the Nomination and Remuneration Committee, that it shall NOT support the re-election of Datuk Haji Faizoull Ahmad as, among others, he is no longer the Director General of FELDA. 4. Abstention from Voting (i) all the Non-Executive Directors who are shareholders of the Company will abstain from voting on Ordinary Resolution 7 concerning Directors’ Fees at the Seventh (7th) Annual General Meeting of the Company. (ii) The Directors referred to in Ordinary Resolutions 2, 3 and 4 who are shareholders of the Company will abstain from voting on the resolution in respect of their re-election at the Seventh (7th) Annual General Meeting of the Company. Explanatory Notes on Special Business: Ordinary Resolution 9 – Shareholders’ Proposed Mandate The proposed Ordinary Resolution 9, if passed, will allow the Company and/or its subsidiary companies to enter into the Recurrent Related Part Transactions involving the interests, direct or indirect, of the Related Parties, which are of a revenue or trading nature necessary for the Group’s day-to-day operations, subject to the transactions being carried out in the ordinary course of business and on terms not more favourable than those generally available to the public, and are not detrimental to the minority shareholders of the Company. The details of the Directors seeking re-election pursuant to Article 88 and Article 94 of the Company’s Articles of Association are set out from pages 24 to 35 of this Annual Report. The details of the Directors’ shareholdings in the Company are set out in page 325 of this Annual Report. Introduction Performance Highlights About FGV Reports Financial Statements Others Strategy and Value Creation Performance Review & Progress Foreword to Shareholders Annual General Meeting Annual Report 2014 pg 337 STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING Made pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad