FGV Annual Report 2017

ANNUAL INTEGRATED REPORT 2017 DETAILS OF ANNUAL GENERAL MEETING 331 (Resolution 14) (Resolution 15) of the Circular to the Shareholders dated 30 April 2018 ("Constitution Circular") be hereby approved for adoption as the Constitution of the Company in substitution for and to the exclusion of all the existing Memorandum and Articles of Association thereof. AND THAT the Board be and is hereby authorised to do all such acts, deeds and things and take all such steps as may be considered necessary and to assent to any modification, variation and/or amendment as may be required by the relevant authorities, to give full effect to the foregoing.” Please refer to Item 1 of the Explanatory Note on Special Business To consider and if thought fit, to pass the following as Ordinary Resolutions: 9. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR THE EXISTING RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE FOR FGV AND ITS GROUP OF COMPANIES ("FGV GROUP") AND PROPOSED SHAREHOLDERS’ MANDATE FOR THE NEW RECURRENT RELATED PARTY TRANSACTIONSOFAREVENUEORTRADINGNATURE FORTHE FGVGROUP “ THAT subject always to the Companies Act, 2016, the Memorandum and Articles of Association (now known as the Constitution pursuant to the Companies Act, 2016) of FGV, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Listing Requirements"), other applicable laws, guidelines, rules and regulations, and the approval of the relevant governmental/regulatory authorities (where applicable), approval be and is hereby given to the Company and its subsidiaries to enter into all arrangements and/or transactions involving the interests of the related parties as specified in Appendix I of the Circular to the Shareholders dated 30 April 2018 ("RRPT Circular"), provided that such arrangements and/or transactions are: (a) recurrent transactions of a revenue or trading nature; (b) necessary for the day-to-day operations; (c) carried out in the ordinary course of business on normal commercial terms which are not more favourable to the related parties than those generally available to the public; and (d) not detrimental to the minority shareholders of the Company; ("Proposed Mandates"). AND THAT the Proposed Mandates shall commence immediately upon passing of this ordinary resolution and continue to be in force until: (i) the conclusion of the next Annual General Meeting ("AGM") of the Company following this AGM at which time the Proposed Mandates will lapse, unless the Proposed Mandates are renewed by a resolution passed at the next AGM of the Company; or (ii) the expiration of the period within which the next AGM is required by law to be held; or (iii) the ProposedMandates are revoked or varied by a resolution passed by the Shareholders of the Company in a general meeting of the Company, whichever is the earlier; AND FURTHERTHAT authority be and is hereby given to the Directors of the Company and/or 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 and the Proposed Mandates.” Please refer to Item 2 of the Explanatory Note on Special Business 10. AUTHORITY FOR DIRECTORS TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 75 OF THE COMPANIES ACT, 2016 “ THAT , pursuant to Section 75 of the Companies Act, 2016 and subject always to the Company’s Articles of Association, the Listing Requirements and approvals of the relevant government/regulatory authorities, the Directors be and are hereby authorised to allot and issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares to be allotted and issued pursuant to this resolution does not NOTICE OF ANNUAL GENERAL MEETING