FGV Annual Report 2016

FELDA GLOBAL VENTURES HOLDINGS BERHAD 360 DETAILS OF ANNUAL GENERAL MEETING 7. Members entitled to attend For purposes of determining a Member who shall be entitled to attend the Ninth (9 th ) AGM 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 15 May 2017. Only a depositor whose name appears on the General Meeting Record of Depositors as at 15 May 2017 shall be entitled to attend the said meeting or appoint a Proxy(ies) to attend and/or vote on such depositor's behalf. 8. Registration of Members/Proxies Pursuant to Paragraph 8.29A(1) of the Listing Requirements, all the resolutions set out in the Notice of AGM will be put to vote by poll. Registration will start at 8.30 a.m. and will end at a time as directed by the Chairman of the meeting. The Shareholders and Proxies are requested to be punctual as the registration for attendance will be closed to facilitate the commencement of poll voting. EXPLANATORY NOTES ON ORDINARY BUSINESS: 1. Agenda itemNo. 1 is meant for presentation and discussion only as under the provisions of Section 340(1)(a) of the Companies Act, 2016 and Article 125 of the Company's Articles of Association, the Audited Financial Statements do not require the formal approval of Shareholders and hence, will not be put for voting. 2. Ordinary Resolution 1 – Final dividend With reference to Section 131 of the Companies Act, 2016, a company may only make a distribution to the Shareholders out of profits of the company available if the company is solvent. On 29 March 2017, the Board had considered the amount of dividend and decided to recommend the same for the Shareholders' approval. The Directors of the Company are satisfied that the Company will be solvent as it will be able to pay its debts as and when the debts become due within twelve (12) months immediately after the distribution is made on 15 June 2017 in accordance with the requirements under Section 132(2) and (3) of the Companies Act, 2016. 3. Ordinary Resolution 2, 3 and 4 – Re-election of Directors The Nomination and Remuneration Committee has recommended and the Board has approved the Directors to stand for re-election. The independence of Dato' Yahaya Abd Jabar and Dato' Mohamed Suffian Awang, who have served as Independent Non-Executive Directors of the Company has been assessed by the Nomination and Remuneration Committee and also affirmed by the Board to continue to act as Independent Non-Executive Directors of the Company. All the three (3) Directors standing for re-election have not exceeded the nine (9) years tenure and Dato' Yahaya Abd Jabar and Dato' Mohamed Suffian Awang have also not exceeded the nine (9) years tenure as Independent Directors. 4. Ordinary Resolution 5 – Directors' fees for the financial year ended 31 December 2016 Section 230(1) of the Companies Act, 2016 provides amongst others, that "the fees" of the Directors and "any benefits" payable to the Directors of a listed company and its subsidiaries shall be approved at a general meeting. In this respect, the Board agreed that the Shareholders' approval shall be sought at the Ninth (9 th ) AGM on the Directors' remuneration in three (3) separate resolutions as below: • Resolution 5 on payment of Directors' fees in respect of the preceding year 2016; • Resolution 6 on payment of a portion of Directors' fees payable from 1 January 2017 until the next AGM ("Relevant Period"); and • Resolution 7 on payment of Non-Executive Directors' payable benefits in respect of the Relevant Period. Resolution 6 and 7 has taken into consideration the maximum number of twelve (12) Directors as per the Company's Articles of Association. Currently there are nine (9) Directors. NOTICE OF ANNUAL GENERAL MEETING