FGV Annual Report 2018

372 CONTINUED TO EMBRACE TRANSPARENCY AND INCLUSIVENESS FGV HOLDINGS BERHAD (Resolution 1) (Resolution 2) (Resolution 3) (Resolution 4) (Resolution 5) (Resolution 6) (Resolution 7) (Resolution 8) (Resolution 9) (Resolution 10) AGENDA As Ordinary Business 1. To receive the Audited Financial Statements for the financial year ended 31 December 2018 together with the Reports of the Directors and Auditors thereon. Please refer to Explanatory Note 1 2. To approve the payment of Directors’ fees amounting to RM2,546,044.42 in respect of the financial year ended 31 December 2018. Please refer to Explanatory Note 2 3. To approve the payment of a portion of Directors’ fees payable to the Non-Executive Directors up to an amount of RM1,178,400.00 from 26 June 2019 until the next Annual General Meeting of the Company to be held in 2020. Please refer to Explanatory Note 3 4. To approve the payment of benefits payable to the Non-Executive Directors based on the remuneration structure as disclosed in Explanatory Note 4 for the period from 26 June 2019 until the next Annual General Meeting of the Company to be held in 2020. Please refer to Explanatory Note 4 5. To re-elect the following Directors who retire by rotation in accordance with Clause 97 of the Company‘s Constitution and who, being eligible, offer themselves for re-election: (i) Dato’ Mohamed Suffian Awang (ii) Datuk Wira Azhar Abdul Hamid Please refer to Explanatory Note 5 6. To re-elect the following Directors, each of whom retires in accordance with Clause 103 of the Company‘s Constitution and who, being eligible, offer themselves for re-election: (i) Datin Hoi Lai Ping (ii) Dato’ Yusli Mohamed Yusoff (iii) Mohd Hassan Ahmad (iv) Dato’ Dr. Othman Haji Omar Please refer to Explanatory Note 6 7. To re-appoint Messrs. PricewaterhouseCoopers PLT as Auditors of the Company for the financial year ending 31 December 2019 and to authorise the Board of Directors to determine their remuneration. Please refer to Explanatory Note 7 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the Eleventh (11 th ) Annual General Meeting of FGV Holdings Berhad (formerly known as Felda Global Ventures Holdings Berhad) ( “ FGV ” or “ the Company ” ) will be held at TM Convention Centre, Jalan Pantai Baharu, 50672 Kuala Lumpur, Malaysia on Tuesday, 25 June 2019 , at 11.00 a.m. , or any adjournment thereof, for the transaction of the following business: