Fraser & Neave Holdings Bhd Annual Report 2021

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) Appointment of Director (Resolution 5) Y.Bhg. Dato’ Sri Johan, whose nine-year term as an Independent Non-Executive Director will be ending on 22 January 2022, will not be seeking re-election. This is in line with the Company’s Policy on Independence of Directors, which limits the tenure of independent directors to a cumulative term of nine years without further extension. Hence, his retirement as a Director and cessation of Y.Bhg. Dato’ Ng as his alternate will take e!ect upon the conclusion of the 60 th AGM. To fill the anticipated casual vacancy arising from Y.Bhg. Dato’ Sri Johan’s retirement, the Board has through the Nominating Committee reviewed and evaluated the proposed appointment of Y.Bhg. Dato’ Ng as an Independent Non-Executive Director of the Company. Premised on the evaluation, the Board recommends that shareholders approve the proposed appointment of Y.Bhg. Dato’ Ng. The profile of Y.Bhg. Dato’ Ng is set out in the Statement Accompanying Notice of AGM. The notice of nomination for the proposed appointment of Y.Bhg. Dato’ Ng served by the Board is attached hereto as Appendix I. (iii) 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 AGM on 19 January 2021, shareholders approved the payment of Directors’ fees and benefits of up to RM1,500,000 for the period from 20 January 2021 until 17 January 2022. Total Directors’ fees and benefits paid for the financial year ended 30 September 2021 amounted to RM1,337,693 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 AGM along with Directors’ benefits. Resolution 5, 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 e&ciently. 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 17 December 2021 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 17 December 2021 for more details. Additional Information 259 Fraser & Neave Holdings Bhd ! Annual Report 2021