FGV Annual Report 2018

373 01 02 05 03 07 06 04 08 09 CONTINUED TO EMBRACE TRANSPARENCY AND INCLUSIVENESS ANNUAL INTEGRATED REPORT 2018 (Resolution 11) (Resolution 12) As Special Business To consider and if thought fit, to pass the following as Ordinary Resolutions: 8. PROPOSEDRENEWALOF SHAREHOLDERS’MANDATE FORTHEEXISTINGRECURRENTRELATEDPARTY 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 TRANSACTIONS OF A REVENUE OR TRADING NATURE FOR FGV GROUP “ THAT subject always to the Companies Act, 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 29 April 2019 ( “ 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 ProposedMandates will lapse, unless the ProposedMandates 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 Item 1 of the Explanatory Notes on Special Business 9. AUTHORITYFORDIRECTORS TOALLOTAND ISSUE SHARES PURSUANTTOSECTION75OF THE COMPANIES ACT, 2016 “ THAT , pursuant to Section 75 of the Companies Act, 2016 and subject always to the Company’s Constitution, the Listing Requirements and approvals of the relevant governmental/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 exceed ten percent (10%) of the issued share capital of the Company as at the date of such allotment AND THAT the Directors be and are also hereby authorised to obtain all necessary approvals from the relevant authorities for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad and that such authority shall continue to be in force until the conclusion of the next AGM of the Company. ” Please refer to Item 2 of the Explanatory Notes on Special Business NOTICE OF ANNUAL GENERAL MEETING