FGV Annual Report 2018

377 01 02 05 03 07 06 04 08 09 CONTINUED TO EMBRACE TRANSPARENCY AND INCLUSIVENESS ANNUAL INTEGRATED REPORT 2018 Explanatory Note 7: Ordinary Resolution 10 – 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 2019 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 Ordinary Resolution 1, 2 and 3 concerning Directors’ fees and benefits payable at the Eleventh (11 th ) AGM of the Company. (ii) The Director referred to in Ordinary Resolution 5 who is a Shareholder of the Company will abstain from voting on the resolution in respect of his re-election at the Eleventh (11 th ) AGM of the Company. EXPLANATORY NOTES ON SPECIAL BUSINESS: 1. Ordinary Resolution 11 – Proposed Mandates The proposed Resolution 11, 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. 2. Ordinary Resolution 12 - Authority for Directors to allot and issue shares The proposed Resolution 12 is a general mandate to be obtained from the Shareholders of the Company at this Eleventh (11 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