FGV Annual Report 2020

262 FGV HOLDINGS BERHAD Annual Integrated Report 2020 NOTICE IS HEREBY GIVEN THAT the 13 th Annual General Meeting (AGM) of FGV Holdings Berhad (“FGV” or “the Company”) will be held entirely on a fully virtual basis through live streaming and online remote voting from the broadcast venue at Alpha Meeting Room, Level 21, Wisma FGV, Jalan Raja Laut, 50350 Kuala Lumpur, Malaysia on Wednesday, 23 June 2021 at 11.00 a.m., or any adjournment thereof, to transact the following businesses, with or without modification: AGENDA As Ordinary Business 1. To receive the Audited Financial Statements for the financial year ended 31 December 2020 together with the Reports of the Directors and Auditors thereon. Please refer to Explanatory Note 1 2. To approve the payment of Directors’ fees for the Non-Executive Chairman (NEC) from 24 June 2021 until the next AGM of FGV at the rate of RM300,000.00 per annum to be paid on a monthly basis. Please refer to Explanatory Note 2 and 3 3. To approve the payment of Directors’ fees for the Non-Executive Directors (NED) from 24 June 2021 until the next AGM of FGV based on the Directors’ fee structure to be paid on a monthly basis. Please refer to Explanatory Note 2 and 4 4. To approve the payment of benefits payable to the NEC based on the Directors’ remuneration structure for the period from 24 June 2021 until the next AGM of FGV. Please refer to Explanatory Note 5 5. To approve the payment of benefits payable to the Non-Executive Deputy Chairman (NEDC) and NED based on the Directors’ remuneration structure for the period from 24 June 2021 until the next AGM of FGV. Please refer to Explanatory Note 5 6. To approve the increase of meeting allowance to the NEC, NEDC and NED based on the Directors’ remuneration structure for the period from 1 January 2021 until the next AGM of FGV. Please refer to Explanatory Note 5 7. To re-elect the following Directors who retire in accordance with Clause 103 of the Company’s Constitution and who, being eligible, offer themselves for re-election. (i) Dato’ Amiruddin Abdul Satar (ii) Dato’ Shahrol Anuwar Sarman (iii) Dato’ Dzulkifli Abd Wahab Please refer to Explanatory Note 7 8. To re-appoint PricewaterhouseCoopers PLT, having consented to act as Auditors of the Company, for the financial year ending 31 December 2021 and to authorise the Board of Directors to determine their remuneration. Please refer to Explanatory Note 8 As Special Business To consider and if thought fit, to pass the following as Ordinary Resolution: 9. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE AND PROPOSED NEW SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE “ THAT subject always to the Companies Act, 2016 (CA 2016), the Constitution 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 28 April 2021 (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 AGM of the Company following this 13 th 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 Proposed Mandates 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 FURTHER THAT 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 the Explanatory Notes on Special Business 10. To transact any other business of the Company for which due notice have been given in accordance with the Company’s Constitution and the CA 2016. BY ORDER OF THE BOARD KOO SHUANG YEN Company Secretary (SSM PC No. 201908003534) (MIA 7556) Kuala Lumpur 28 April 2021 NOTES: 1. Precautionary measures against Coronavirus disease 2019 (Covid-19) pandemic (i) Having regard to the well-being and the safety of our Shareholders, the Company will conduct its forthcoming 13 th AGM entirely on a fully virtual basis through live streaming and online remote voting from the broadcast venue. Please follow the procedures provided in the Administrative Details for the 13 th AGM in order to register, participate and vote remotely via LUMI AGM facilities. (ii) With LUMI AGM facilities, a Shareholder may exercise his/her right to participate (including to pose questions to the Chairman/Board/Management of the Company) and vote at the 13 th AGM, at the comfort of their home. (iii) The broadcast venue of the 13 th AGM is to inform Shareholders where the live streaming would be conducted from and is strictly for the purpose of complying with Section 327(2) of the CA 2016 which requires the Chairman of the meeting to be present at the main venue of the meeting (broadcast venue). (iv) No Shareholders/Proxy(ies)/Corporate Representatives from the public will be physically present or will be allowed admittance at the broadcast venue on the day of the 13 th AGM. Therefore, Shareholders are strongly advised to participate and vote remotely via LUMI AGM facilities. (v) Due to the constant evolving situation of the Covid-19 pandemic, we may be required to change the arrangements of our 13 th AGM at short notice. Kindly check the Company’s website or announcements for the latest updates on the status of the 13 th AGM. 2. Proxy (i) Shareholders who are unable to participate in the 13 th AGM may appoint Proxy(ies) to vote on their behalf. Where a Shareholder appoints two Proxies, each Proxy appointed shall represent a minimum of one hundred (100) shares and the appointment of such Proxies shall not be valid unless the Shareholder specifies the proportion of his/her shareholding to be represented by each of such Proxy. (ii) The Proxy Form shall be in writing under the hands of the appointor or of his/her attorney duly authorised in writing or if the appointor is a corporation either under its common seal, or the hand of its officer or its duly authorised attorney. An instrument appointing a Proxy to vote at a meeting shall be deemed to include the power to demand or join in demanding a poll on behalf of the appointor. (iii) The appointment of Proxy may be made in a hardcopy form or by electronic means as follows: In Hardcopy Form The Proxy Form shall be deposited at the office of the Share Registrar of the Company at Boardroom Share Registrars Sdn. Bhd. at Ground Floor or 11 th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia no later than Tuesday, 22 June 2021 at 1.00 p.m., and in default the Proxy Form shall not be treated as valid. By Electronic Means The Proxy Form may be submitted: a) to the Share Registrar of the Company, Boardroom Share Registrars Sdn. Bhd. via e-mail to bsr.helpdesk@boardroomlimited.com , no later than Tuesday, 22 June 2021 at 1.00 p.m. or b) via electronic means (e-Proxy) no later than Tuesday, 22 June 2021 at 1.00 p.m. (please refer to the Annexure to the Proxy Form for further information on submission via e-Proxy). 3. Corporate Shareholders, Authorised Nominees and Exempt Authorised Nominees For Corporate Shareholders, Authorised Nominees and Exempt Authorised Nominees who wish to participate and vote remotely via LUMI AGM facilities at the 13 th AGM of the Company, please refer to the procedures in the Administrative Details for the 13 th AGM. (Resolution 1) (Resolution 2) (Resolution 3) (Resolution 4) (Resolution 5) (Resolution 9) (Resolution 10) (Resolution 6) (Resolution 7) (Resolution 8) 13 th Annual General Meeting Notice