FGV Annual Report 2016

FELDA GLOBAL VENTURES HOLDINGS BERHAD 362 DETAILS OF ANNUAL GENERAL MEETING 8. Abstention from Voting (i) All the Directors who are Shareholders of the Company will abstain from voting on Ordinary Resolution 5, 6 and 7 concerning Directors' fees and benefits payable at the Ninth (9 th ) AGM of the Company. (ii) The Director referred to in Ordinary Resolution 3 who is a Shareholder of the Company will abstain from voting on the resolution in respect of his re-election at the Ninth (9 th ) AGM of the Company. EXPLANATORY NOTES ON SPECIAL BUSINESS: 1. Ordinary Resolution 9 – Proposed Mandates The proposed Ordinary Resolution 9, if passed, will allow the Company and/or its subsidiary companies to enter into the Recurrent Related Party Transactions involving the interests, direct or indirect, of the related parties, which are recurrent transactions 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 on normal commercial terms which are 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. Detailed information on the Proposed Mandates is set out in the Circular. 2. Ordinary Resolution 10 - Authority to Directors to allot and issue shares The proposed Ordinary Resolution 10 is a new general mandate to be obtained from the Shareholders of the Company at this AGM and, if passed, will empower the Directors pursuant to Section 75 of the Companies Act, 2016 to allot and issue ordinary shares in the Company of up to an aggregate amount not exceeding ten percent (10%) of the issued share capital of the Company as at the date of such allotment of shares without having to convene a general meeting. This general mandate, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company. The general mandate from Shareholders is to provide the Company flexibility to undertake any share issuance during the financial year without having to convene a general meeting. The rationale for this proposed mandate is to allow for possible share issue and/or fund raising exercises including placement of shares for the purpose of funding current and/or future investment projects, working capital and/or acquisitions as well as in the event of any strategic opportunities involving equity deals which may require the Company to allot and issue new shares on an urgent basis and thereby reducing administrative time and costs associated with the convening of additional Shareholders meeting(s). In any event, the exercise of the mandate is only to be undertaken if the Board considers it to be in the best interest of the Company. STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING Made pursuant to Paragraph 8.27(2) of the Listing Requirements The details of the following Directors who are seeking re-election pursuant to Article 88 of the Company's Articles of Association are set out on pages 82, 83 and 85 of the Annual Integrated Report 2016: i) Dato' Yahaya Abd Jabar ii) Datuk Dr. Omar Salim iii) Dato' Mohamed Suffian Awang The details of the Directors' shareholdings in the Company are set out on pages 148, 149 and 343 of the Annual Integrated Report 2016. The details on the authority to Directors to allot and issue shares in the Company pursuant to Section 75 of the Companies Act, 2016 are provided under the explanatory notes on Special Business in the Notice of AGM. NOTICE OF ANNUAL GENERAL MEETING