Fraser & Neave Holdings Bhd Annual Report 2019

WWW . F N . C O M . M Y 226 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 NOTES: (1) A member entitled to attend, speak and vote at the above meeting may appoint a proxy or proxies (but not more than two) to attend, speak and vote on his/her behalf and such proxy or proxies need not be a member or members of the Company. (2) Where there are two proxies appointed, the number of shares to be represented by each proxy must be stated. (3) In the case of a corporation, the form of proxy must be executed under seal or under the hand of its attorney duly authorised. (4) Where a member of the Company is an exempt authorised nominee which holds shares in the Company for multiple beneficial owners in one securities account (“Omnibus Account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds. Each appointment of proxy by an exempt authorised nominee shall be by a separate instrument of proxy which shall specify the proportion of shareholding to be represented by each proxy. (5) The instrument appointing a proxy or proxies must be deposited with the Share Registrar of the Company, Tricor Investor & Issuing House Services Sdn Bhd at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or its Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia at not less than 48 hours before the meeting. EXPLANATORY NOTES: A. FOR ORDINARY BUSINESS i) Audited Financial Statements Item 1 of the agenda is intended for discussion only as under Section 340(1) of the Companies Act 2016, the Audited Financial Statements do not require formal approval of shareholders. As such, this item will not be put forward for voting. ii) Directors’ Fees and Benefits (Resolution 6) Section 230(1) of the Companies Act 2016 provides that fees of directors and any benefits payable to the directors including any compensation for loss of employment of a director or former director of a public company or of a listed company and its subsidiaries shall be approved at a general meeting. At the annual general meeting (“AGM”) on 23 January 2019, shareholders approved the payment of Directors’ fees and benefits of up to RM1,500,000 for the period from 24 January 2019 to 20 January 2020. Total Directors’ fees and benefits paid for the financial year ended 30 September 2019 amounted to RM1,321,794 as detailed in the Corporate Governance Overview Statement. In determining the estimated Directors’ fees and benefits of up to RM1,500,000, the Board has considered various factors including the number of scheduled and ad-hoc meetings of the Board and Board Committees and the annual general meeting along with Directors’ benefits. Resolution 6, if passed, will facilitate the payment of Directors’ fees and benefits on a monthly basis and/or as and when required. The Board is of the view that Directors should be paid such fees and meeting allowances upon them discharging their responsibilities and rendering their services to the Company. B. FOR SPECIAL BUSINESS i) Proposed Renewal of Share Buy-Back Authority (Resolution 8) Resolution 8, if passed, will provide the Company with the authority to buy-back its shares and will allow the Company a further option to utilise its financial resources more efficiently. Additionally, it is intended to stabilise the supply and demand as well as the price of the Company’s shares. Please refer to Part A of the Statement/ Circular to Shareholders dated 20 December 2019 for more details. ii) Proposed Renewal of Existing Shareholders’ Mandate and Proposed New Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature (Resolution 9) Resolution 9, if passed, will enable the Company and/or its subsidiaries (“F&N Group”) to enter into recurrent transactions with the related parties provided that such transactions are carried out in the ordinary course of business on normal commercial terms which are consistent with the F&N Group’s normal business practices and policies and on terms not more favourable to the related parties than those extended to the other customers of the F&N Group, and not to the detriment of the minority shareholders. Please refer to Part B of the Statement/Circular to Shareholders dated 20 December 2019 for more details. Members Entitled to Attend 58 th AGM For the purpose of determining a member who shall be entitled to attend the 58 th AGM, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, in accordance with Clause 65(6) of the Company’s Constitution and Section 34(1) of the Securities Industry (Central Depositories) Act 1991, to issue a General Meeting Record of Depositors as at 10 January 2020. Only a depositor whose name appears on the Record of Depositors as at 10 January 2020 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his/her behalf.