FGV Annual Report 2015

364 Felda Global Ventures Holdings Berhad Annual Integrated Report 2015 Notice of Annual General Meeting NOTICE IS HEREBY GIVEN THAT the Eighth (8 th ) Annual General Meeting of Felda Global Ventures Holdings Berhad (“FGV” or “the Company”) will be held at the Banquet Hall 1, Level B2, Menara Felda, Platinum Park, No. 11, Persiaran KLCC, 50088 Kuala Lumpur, Malaysia on Wednesday, 1 June 2016, at 11.00 a.m. , or any adjournment thereof, for the transaction of the following business: AGENDA As Ordinary Business 1. To receive the Audited Financial Statements for the financial year ended 31 December 2015 together with the Reports of the Directors and Auditors thereon. Please refer to Note (1) of the Explanatory Notes on Ordinary Business 2. To approve the payment of a Final Dividend of 2 sen per ordinary share, under a single-tier system, in respect of the financial year ended 31 December 2015. 3. To re-elect the following Directors, each of whom retires in accordance with Article 88 of the Company‘s Articles of Association: (i) YB Tan Sri Haji Mohd Isa Dato’ Haji Abdul Samad (ii) Tan Sri Dr. Sulaiman Mahbob 4. To re-elect the following Directors, each of whom retires in accordance with Article 94 of the Company’s Articles of Association: (i) Dato’ Zakaria Arshad (ii) Dato’ Siti Zauyah Md Desa 5. To approve the payment of Directors’ fees of RM1,801,561 for the financial year ended 31 December 2015. 6. To re-appoint Messrs. PricewaterhouseCoopers as auditors of the Company and to authorize the Directors to fix their remuneration. As Special Business To consider and if thought fit, to pass the following as Ordinary Resolution: 7. PROPOSED RENEWAL OF ShareholderS’ MANDATE FOR THE EXISTING RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE AND PROPOSED ShareholderS’ MANDATE FOR THE NEWRECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE “ THAT authority be and is hereby given in line with Paragraph 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”) for the Company, its subsidiaries or any of them to enter into any of the Recurrent Related Party Transactions, particulars of which are set out in Section 2 and Appendix 1 of the Circular to Shareholders dated 28 April 2016 (“Circular”), with the Related Parties as described and set out 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, carried out in the ordinary course of business of the Company and/or its subsidiaries, made at 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; (“Proposed Mandates”); (Resolution 1) (Resolution 2) (Resolution 3) (Resolution 4) (Resolution 5) (Resolution 6) (Resolution 7) (Resolution 8)