FGV Annual Report 2017

ANNUAL INTEGRATED REPORT 2017 DETAILS OF ANNUAL GENERAL MEETING 335 Datuk Dr. Salmiah Ahmad, Dr. Mohamed Nazeeb P.Alithambi, Datuk Mohd Anwar Yahya and Dr. Nesadurai Kalanithi who are standing for re-election have not exceeded the nine (9) years tenure as Independent Directors. The Nomination and Remuneration Committee has recommended and the Board has approved the Directors to stand for re-election. Explanatory Note 7: Resolution 12 – Re-appointment of Auditors The present Auditors, Messrs. PricewaterhouseCoopers PLT ("PwC"), have indicated their willingness to continue their services for another year. The Audit Committee and the Board have considered the re-appointment of PwC as Auditors of the Company for the financial year ending 31 December 2018 and have collectively agreed that PwC has met the relevant criteria prescribed by Paragraph 15.21 of the Listing Requirements. Abstention from Voting (i) All the Non-Executive Directors who are Shareholders of the Company will abstain from voting on Resolution 1, 2 and 3 concerning Directors’ fees and benefits payable at the Tenth (10 th ) AGM of the Company. (ii) The Directors referred to in Ordinary Resolution 4, 6, 7 and 9 who are Shareholders of the Company will abstain from voting on the resolution in respect of their re-election at the Tenth (10 th ) AGM of the Company. EXPLANATORY NOTE ON SPECIAL BUSINESS: 1. Resolution 13 - Proposed adoption of a new Constitution of the Company The proposed Resolution 13, if passed, will streamline the Company’s Constitution to be in line with the Companies Act, 2016 which was implemented with effect from 31 January 2017 and the Listing Requirements. The proposed new Constitution is set out in Appendix II of the Constitution Circular. 2. Resolution 14 – Proposed Mandates The proposed Resolution 14, if passed, will allow the Company and/or its subsidiary companies to enter into arrangements/ 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 RRPT Circular. 3. Resolution 15 - Authority for Directors to allot and issue shares The proposed Resolution 15 is a new general mandate to be obtained from the Shareholders of the Company at this Tenth (10 th ) 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. NOTICE OF ANNUAL GENERAL MEETING