Fraser & Neave Holdings Bhd Annual Report 2019

WWW . F N . C O M . M Y 224 F R A S E R & N E A V E H O L D I N G S B H D NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 58 th Annual General Meeting of Fraser & Neave Holdings Bhd (“Company”) will be held at Ballroom 1, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia on Monday, 20 January 2020 at 10:00 a.m. for the following purposes: ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the financial year ended 30 September 2019 together with the Reports of the Directors and Auditors thereon. Refer to Explanatory Note (i) 2. To approve the payment of a final single tier dividend of 33 sen per share for the financial year ended 30 September 2019. Resolution 1 3. To re-elect Y.A.M. Tengku Syed Badarudin Jamalullail who retires in accordance with Clause 100 of the Company’s Constitution, as a Director. Resolution 2 4. To re-elect Mr. Lee Kong Yip who retires in accordance with Clause 100 of the Company’s Constitution, as a Director. Resolution 3 5. To re-elect Y.Bhg. Dato’ Jorgen Bornhoft who retires in accordance with Clause 100 of the Company’s Constitution, as a Director. Resolution 4 6. To re-elect Mr. Hui Choon Kit who retires in accordance with Clause 100 of the Company’s Constitution, as a Director. Resolution 5 7. To approve the payment of Directors’ fees and benefits of up to RM1,500,000 for the period from 21 January 2020 to the next annual general meeting (“AGM”) of the Company to be held in January 2021 (2019 AGM: up to RM1,500,000), payable monthly in arrears after each month of completed service of the Directors. Resolution 6 8. To re-appoint Messrs KPMG PLT, the retiring auditors, as the auditors of the Company for the financial year ending 30 September 2020 and to authorise the Directors to fix their remuneration. Resolution 7 SPECIAL BUSINESS 9. ORDINARY RESOLUTION – ROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY “ THAT subject always to the Companies Act 2016 (“Act”), the provisions of the Constitution of the Company, the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and the approvals of the relevant authorities, the Board of Directors of the Company be and is hereby unconditionally and generally authorised, to the extent permitted by law, to make purchases of ordinary shares (“F&N Shares”) in the Company’s issued shares from time to time through Bursa Securities, subject further to the following: (i) the maximum number of ordinary shares which may be purchased and held by the Company does not exceed ten per centum (10%) of the total issued shares of the Company at any point in time (“Proposed Share Buy-Back”); (ii) the maximum funds to be allocated by the Company for the Proposed Share Buy-Back shall not exceed the Company’s total retained profits at the time of purchase of the Proposed Share Buy-Back; (iii) the approval conferred by this resolution will commence immediately upon the passing of this resolution and will expire at the conclusion of the next annual general meeting (“AGM”) of the Company, following the passing of this resolution or the expiration of the period within which the next AGM is required by law to be held unless earlier revoked or varied by ordinary resolution passed by shareholders of the Company at a general meeting but not as to prejudice the completion of purchase by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of the Act, the rules and regulations made pursuant thereto and the guidelines issued by Bursa Securities and/or any other relevant authority; and (iv) upon completion of the purchase(s) of the F&N Shares or any part thereof by the Company, the Directors be and are hereby authorised to cancel all the F&N Shares so purchased, retain all the F&N Shares as treasury shares for future re-sale or retain part thereof as treasury shares and cancel the balance or distribute all or part of the F&N Shares as dividends to shareholders, and in any other manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act and the requirements of MMLR and any other relevant authority for the time being in force