Fraser & Neave Holdings Bhd Annual Report 2021

NOTICE IS HEREBY GIVEN that the 60 th Annual General Meeting of Fraser & Neave Holdings Bhd (“Company”) will be held virtually through live streaming from the broadcast venue at the Auditorium, Level 3A, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Monday, 17 January 2022 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 2021 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 2021. Resolution 1 3. To re-elect the following Directors who retire in accordance with Clause 100 of the Company’s Constitution, as Directors: (i) Mr. Lee Meng Tat (ii) Mr. David Siew Kah Toong (iii) Y.Bhg. Datuk Kamaruddin bin Taib Note: Y.Bhg. Dato’ Sri Johan Tazrin bin Hamid Ngo who also retires in accordance with Article 100 of the Company’s Constitution, will not be seeking re-election in view of his nine-year term as an Independent Non-Executive Director ending on 22 January 2022. Hence, his retirement as a Director and cessation of Y.Bhg. Dato’ Ng Wan Peng as his alternate will take e!ect upon the conclusion of the 60 th Annual General Meeting. Resolution 2 Resolution 3 Resolution 4 4. To appoint the following Director: “ THAT Y.Bhg. Dato’ Ng Wan Peng, who has consented to act as a Director and made a declaration that she is not disqualified from being appointed or holding o&ce as a Director pursuant to Section 201 of the Companies Act 2016, be and is hereby appointed as a Director of the Company and designated as Independent Non-Executive Director with e!ect from the conclusion of the 60 th Annual General Meeting on 17 January 2022.” Resolution 5 5. To approve the payment of Directors’ fees and benefits of up to RM1,500,000 for the period from 18 January 2022 until the next annual general meeting (“AGM”) of the Company (2021 AGM: up to RM1,500,000), payable monthly in arrears after each month of completed service of the Directors. Resolution 6 6. To re-appoint Messrs KPMG PLT, the retiring auditors, as the auditors of the Company for the financial year ending 30 September 2022 and to authorise the Directors to fix their remuneration. Resolution 7 SPECIAL BUSINESS 7. ORDINARY RESOLUTION – PROPOSED 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 the law, to make purchases of ordinary shares in the Company’s issued shares (“F&N 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; 256 Notice of Annual General Meeting