FELDA GLOBAL VENTURES HOLDINGS BERHAD (Company No P) (Incorporated in Malaysia under the Companies Act, 1965)

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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. The Notice of the Annual General Meeting ( AGM ) and the Proxy Form are set out in the Annual Report 2015 of the Company thereof. The AGM will be held at Banquet Hall 1, Level B2, Menara Felda, Platinum Park, No. 11, Persiaran KLCC, Kuala Lumpur, Malaysia on Wednesday, 1 June 2016 at a.m.or at any adjournment thereof. The Proxy Form must be completed and lodged with our share registrar, Symphony Share Registrars Sdn Bhd, Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time of holding the AGM. The lodging of the Proxy Form will not preclude you from attending and voting in person at the meeting if you are able to do so. Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or due to your reliance upon the whole or any part of the contents of this Circular. You should rely on your own evaluation to assess the merits and risks of the Proposed Renewal of Shareholders Mandate (as defined herein) as set out in this Circular. FELDA GLOBAL VENTURES HOLDINGS BERHAD (Company No P) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE: (I) PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR THE EXISTING RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE FOR THE FELDA GLOBAL VENTURES HOLDINGS BERHAD GROUP OF COMPANIES ( FGV GROUP ); AND (II) PROPOSED SHAREHOLDERS MANDATE FOR THE NEW RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE FOR FGV GROUP (to be read together with the Ordinary Resolution 8 in the Notice of the AGM of Felda Global Ventures Holdings Berhad as set out in the Company s Annual Report 2015) Last date and time for lodging the Proxy Form Date and time of the AGM : 30 May 2016 at a.m. : 1 June 2016 at a.m. or any adjournment thereof This Circular is dated 28 April 2016

2 GLOSSARY OF ABBREVIATIONS AND ACRONYMS (Cont d) Unless where the context otherwise requires, the following definitions shall apply throughout this Circular: Act : Companies Act, 1965, as amended from time to time and any reenactment thereof AGM : Annual General Meeting of FGV Annual Report 2015 : The annual report of FGV for the FYE 31 December 2015 Audit Committee : Audit Committee of FGV Bursa Securities : Bursa Malaysia Securities Berhad Board : Board of directors of FGV CMSA : Capital Markets and Services Act, 2007, as amended from time to time and any reenactment thereof Director : (a) a director of our Company or our subsidiary, and shall have the meaning given in Section 2(1) of the CMSA; and (b) for the purpose of the disclosure of related parties pursuant to the Proposed Renewal of Shareholders Mandate, includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a director as referred to in paragraph (a) above or chief executive officer of our Company or our subsidiary or holding company DOP : Delima Oil Products Sdn Bhd EGM : Extraordinary General Meeting of FGV F Agricultural : Felda Agricultural Services Sdn Bhd F Bulkers : Felda Bulkers Sdn Bhd F Engineering : Felda Engineering Services Sdn Bhd F Palm Industries : Felda Palm Industries Sdn Bhd F Prodata : Felda Prodata Systems Sdn Bhd F Properties : Felda Properties Sdn Bhd F Rubber Industries : Felda Rubber Industries Sdn Bhd F Security : Felda Security Services Sdn Bhd F Transport : Felda Transport Services Sdn Bhd F Travel : Felda Travel Sdn Bhd FAHC : Felda Asset Holdings Company Sdn Bhd FELDA : Federal Land Development Authority FGV or Company : Felda Global Ventures Holdings Berhad FGV Downstream : Felda Global Ventures Downstream Sdn. Bhd.

3 GLOSSARY OF ABBREVIATIONS AND ACRONYMS (Cont d) FGV Group or Group : Collectively, FGV and its subsidiaries FGV R&D : Felda Global Ventures Research & Development Sdn Bhd FGVPM : Felda Global Ventures Plantations (Malaysia) Sdn Bhd FPM : FPM Sendirian Berhad FYE : Financial year ended or where the context otherwise requires, financial year ending Graded Extraction Rate : The oil extraction rate given to supplier(s) after quality of the fresh bunch has been graded KPF : Koperasi Permodalan FELDA Malaysia Berhad Listing Requirements Main Market Listing Requirements of Bursa Malaysia Securities Berhad, as amended from time to time and any reenactment thereof LPD : 31 March 2016, being the latest practicable date prior to the printing of this Circular Major Shareholder : (a) A person who has an interest or interests in one or more of the voting shares in our Company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is: (i) (ii) 10% or more of the aggregate of the nominal amounts of all the voting shares in our Company; or 5% or more of the aggregate of the nominal amounts of all the voting shares in that company where such person is the largest shareholder of our Company. For the purpose of this definition, interest in shares shall have the meaning given in Section 6A of the Act; and (b) for the purpose of the Proposed Renewal of Shareholders Mandate, includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a major shareholder of our Company or our subsidiary as referred to in paragraph (a) above Proposed Mandates : Collectively, the Proposed Renewal of Shareholders Mandate and the Proposed New Shareholders Mandate Proposed New Shareholders Mandate Proposed Renewal of Shareholders Mandate Related Party or Related Parties : Proposed shareholders mandate for the new RRPTs for FGV Group as set out in Appendix 1 of this Circular Proposed renewal of shareholders mandate for the existing RRPTs for FGV Group as set out in Appendix I of this Circular : A Director or Major Shareholder of our Company and persons connected with such Director or Major Shareholder as defined under the Listing Requirements

4 GLOSSARY OF ABBREVIATIONS AND ACRONYMS (Cont d) RRPT(s) : Recurrent related party transactions of a revenue or trading nature which is necessary for the daytoday operations of FGV Group Transacting Parties : The relevant companies under FGV Group and the respective Related Parties Validity Period : The date from the forthcoming AGM until the next AGM which will be held before 30 June 2017 Currency RM and sen : Ringgit Malaysia and sen, respectively, the lawful currency of Malaysia USD : United Stated Dollar, the lawful currency of the United States of America CAD : Canadian Dollar, the lawful currency of Canada NTD : New Taiwan Dollar, the lawful currency of Taiwan RMB : Renminbi, the lawful currency of the People s Republic of China All references to "our Company" or FGV in this Circular are to Felda Global Ventures Holdings Berhad, references to "our Group" and "FGV Group" are to our Company and our consolidated subsidiaries. References to "we", "us", "our" and "ourselves" shall mean our Company, or where the context otherwise requires, our consolidated subsidiaries. All references to "you" in this Circular shall mean the shareholders of our Company. Words denoting the singular shall, where applicable, include the plural and vice versa, and words denoting the masculine gender shall, where applicable, include the feminine and/or neuter genders, and vice versa. References to persons shall include corporations and vice versa. Any reference to time of day or date in this Circular is a reference to Malaysian time and date, respectively. (The rest of this page has been intentionally left blank)

5 TABLE OF CONTENTS LETTER TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE: Page 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSED MANDATES REVIEW PROCEDURES FOR THE RRPT STATEMENT BY THE AUDIT COMMITTEE RATIONALE FOR THE PROPOSED MANDATES EFFECTS OF THE PROPOSED MANDATES APPROVAL REQUIRED INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED DIRECTORS RECOMMENDATION AGM FURTHER INFORMATION APPENDICES I DETAILS OF RRPT A I1 II ADDITIONAL INFORMATION A II1 III EXTRACT OF THE NOTICE OF THE FORTHCOMING AGM... A III1 (The rest of this page has been intentionally left blank)

6 FELDA GLOBAL VENTURES HOLDINGS BERHAD (Company No P) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office: Level 45, Menara Felda Platinum Park No. 11, Persiaran KLCC Kuala Lumpur Malaysia 28 April 2016 Board of Directors YB Tan Sri Haji Mohd Isa (Chairman, NonIndependent NonExecutive Director) Datuk Dr. Omar Salim (NonIndependent NonExecutive Director) Dato Yahaya Abd Jabar (Senior Independent NonExecutive Director) YB Datuk Noor Ehsanuddin Mohd Harun Narrashid (Independent NonExecutive Director) Tan Sri Dr. Sulaiman Mahbob (Independent NonExecutive Director) Dato Mohd Zafer Mohd Hashim (Independent NonExecutive Director) Dato Mohamed Suffian Awang (Independent NonExecutive Director) Dato Zakaria Arshad (Group President/Chief Executive Officer, Non Independent Executive Director) Dato Siti Zauyah Md Desa (NonIndependent NonExecutive Director) To: Our Shareholders Dear Sir/Madam, (I) (II) PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR THE EXISTING RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE FOR THE FELDA GLOBAL VENTURES HOLDINGS BERHAD GROUP OF COMPANIES ( FGV GROUP ); AND PROPOSED SHAREHOLDERS MANDATE FOR THE NEW RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE FOR FGV GROUP (COLLECTIVELY THE PROPOSED MANDATES ) 1. INTRODUCTION 1.1 At our Company s 7 th AGM held on 16 June 2015, our Company had obtained a shareholders mandate for our Group to enter into RRPTs ( 2015 Shareholders Mandate ). The 2015 Shareholders Mandate shall, in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming AGM, unless the authority for its renewal is obtained from our shareholders at the forthcoming AGM. In addition to the renewal of the 2015 Shareholders Mandate, our Company will also be seeking a shareholders mandate for our Group to enter into new RRPTs. 1

7 1.2 On 29 March 2016, our Company announced its intention to seek shareholders approval for the Proposed Mandates at the forthcoming AGM. The Proposed Mandates, if approved by our shareholders, will take effect from the passing of the relevant Ordinary Resolution at the 8 th AGM and be subject to annual renewal. In this respect, any authority conferred by the Proposed Mandates shall only continue to be in force until: (a) (b) (c) the conclusion of our Company s next AGM at which time it will lapse, unless by a resolution passed at such general meeting whereby the authority is renewed; the expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Act (but must not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or revoked or varied by resolution passed by the shareholders at a general meeting; whichever is the earlier. The purpose of this Circular is to provide you with the relevant information pertaining to the Proposed Mandates together with the Board s recommendation thereon and to seek your approval for the resolutions in respect of the Proposed Mandates to be tabled at our forthcoming AGM, the notice of which is set out in the Annual Report The extract of the ordinary resolution on the Proposed Mandates is enclosed together with this Circular. YOU ARE ADVISED TO READ THE CONTENTS OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTIONS PERTAINING TO THE PROPOSAL TO BE TABLED AT OUR FORTHCOMING AGM. 2. DETAILS OF THE PROPOSED MANDATES 2.1 The Proposed Mandates Paragraph of the Listing Requirements provides that a listed issuer may seek shareholders mandate for related party transactions which are recurrent, of revenue or trading nature and which are necessary for the daytoday operations of a listed issuer or its subsidiaries, subject to the following: (a) (b) the transactions are in the ordinary course of business and are on terms not more favourable to the related party than those generally available to the public; the shareholders mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders mandate during the financial year (based on the type of transactions, names of related parties involved in each type of transaction made and their relationship with the listed issuer), where the aggregated value, in relation to a listed issuer with an issued and paidup share capital of RM60 million and above, is as follows: (i) (ii) the consideration, value of the assets, capital outlay or costs of the aggregated transactions is RM1 million or more; or the percentage ratio of such aggregated transactions is 1%; or whichever is the higher; (c) in a meeting to obtain shareholders mandate, the interested director, interested major shareholder or interested person connected with a director or major shareholder; and where it involves the interest of an interested person connected with a director or major shareholder, such director or major shareholder, must not vote on the resolution to approve the transactions. An interested director or interested major shareholder must 2

8 ensure that persons connected with him abstain from voting on the resolution approving the transactions; and (d) the listed issuer immediately announces to Bursa Securities when the actual value of a recurrent related party transaction entered into by the listed issuer, exceeds the estimated value of such recurrent related party transaction disclosed in the circular by 10% or more and must include the information as may be prescribed by Bursa Securities in its announcement. Where a listed issuer has procured a shareholders mandate pursuant to Paragraph 10.09(2) of the Listing Requirements, the provisions of Paragraph of the Listing Requirements will not apply. In the ordinary course of its business, the Company has entered into certain RRPTs and it is anticipated that the companies within FGV Group would, in the ordinary course of business, continue to enter into such transactions with the Related Parties, details of which are set out in Section 2.5 below. It is likely that such transactions will occur with some degree of frequency and could arise at any time. In this regard, the Board proposes to seek a general mandate from our shareholders to enter into arrangements or transactions with Related Parties, which are necessary for the daytoday operations of FGV Group and are based on normal commercial terms, at arm s length, in the best interests of FGV Group, on terms that are not more favourable to our Related Parties than those generally available to the public, and will not be detrimental to our noninterested shareholders. 2.2 Validity period of the Proposed Mandates The Proposed Mandates, if approved at our forthcoming AGM, shall take effect from the date of the passing of the ordinary resolutions proposed at our AGM to approve the Proposed Mandates and is subject to annual renewal. In this respect, the authority conferred by the Proposed Mandates shall only continue to be in force until: (a) (b) (c) the conclusion of our next AGM following our forthcoming AGM at which the Proposed Mandates are approved, at which time it will lapse, unless by a resolution passed at such general meeting the authority is renewed; or the expiration of the period within which our next AGM after that date is required to be held pursuant to Section 143(1) of the Act (excluding however such extension as may be allowed pursuant to Section 143(2) of the Act); or the Proposed Mandates are revoked or varied by resolution passed by you in a general meeting, whichever is the earliest ( Proposed Mandates Period ). Thereafter, your approval will be sought for the renewal of the Proposed Mandates at each subsequent AGM or at an EGM that may be held on the same day as the AGM, subject to a satisfactory review by our Audit Committee. (The rest of this page has been intentionally left blank) 3

9 2.3 Principal activities of FGV Group As at the LPD, our principal activity is that of investment holding whilst the principal activities of our subsidiaries are as follows. Name Effective equity interest held (%) Principal activities FGV Seri Costa Sdn Bhd (formerly known as Felda Global Ventures India Sdn Bhd) Dormant FGV USA Properties, Inc Operator of residential real estate in USA Felda Global Ventures Livestock Sdn Bhd Felda Global Ventures Plantations Sdn Bhd Felda Global Ventures Downstream Sdn Bhd Felda Global Ventures Indonesia Sdn Bhd In liquidation Investment holding Investment holding Investment holding Felda Global Ventures Sugar Sdn Bhd Investment holding Felda Global Ventures Perlis Sdn Bhd In liquidation MSM Malaysia Holdings Berhad (listed on the Main Market of Bursa Securities) Felda Global Ventures Shared Services Centre Sdn Bhd Felda Global Ventures Research & Development Sdn Bhd Felda Global Ventures Capital Sdn Bhd 51.0 Investment holding Provision of shared services Research and development Carry on and undertake the business of all kinds of treasury services Felda Holdings Bhd Investment holding FGV Trading Sdn Bhd Commodity trading FGV Investment (L) Pte Ltd Investment holding FGV Myanmar (L) Pte Ltd Investment holding FGV Cambodia (L) Pte. Ltd Investment holding FGVCVC ( Cambodia) Co Ltd 75.0 Production and export of rubber blocks and other processed rubber FGV Pho La Min Company Limited 51.0 Dormant 4

10 Name Effective equity interest held (%) Principal activities FGV R&D and Agri Services Sdn Bhd Investment holding company, research and development, technical services and product development MSM Prai Berhad 51.0 Sugar refining, sales and marketing of refined sugar products MSM Perlis Sdn Bhd 51.0 Sugar refining, sales and marketing of refined sugar product and planting of rubber and oil palm MSM Logistics Sdn Bhd 51.0 Provision of lorry transportation services MSM Trading & Distribution Sdn Bhd 51.0 Conduct commodity trading and related business activities Pontian United Plantations Berhad Investment holding and cultivation of oil palm Redefined Land Sdn Bhd Investment holding and property investment Kilang Kelapa Sawit Pontian Sdn Bhd Investment holding and property investment Bangsan Sdn Bhd Investment holding Sabahanya Plantations Sdn Bhd Investment holding and cultivation of oil palm Pontian Fico Plantations Sdn Bhd 78.3 Investment holding, cultivation of oil palm and extraction of crude palm oil and palm kernel for sale Pontian Orico Plantations Sdn Bhd 78.3 Cultivation of oil palm Pontian Pendirosa Plantations Sdn Bhd 78.3 Cultivation of oil palm Pontian Materis Plantations Sdn Bhd 78.3 Cultivation of oil palm Pontian Hillco Plantations Sdn Bhd 78.3 Cultivation of oil palm Pontian Subok Plantations Sdn Bhd 78.3 Cultivation of oil palm Rawajaya Sdn Bhd 78.3 Cultivation of oil palm Blossom Plantations Sdn Bhd 78.3 Cultivation of oil palm 5

11 Name Effective equity interest held (%) Principal activities Yapidmas Plantation Sdn Bhd Cultivation of oil palm and provision of management services Sri Kehuma Sdn Bhd Cultivation of oil palm Tanah Emas Oil Palm Processing Sdn Bhd Milling and sales of oil palm products Ladang Kluang Sdn Bhd Cultivation of oil palm Felda Global Ventures North America Sdn Bhd Investment holding FGV Biotechnologies Sdn Bhd Processing and sale of biodiesel products Twin Rivers Technologies Holdings Entreprises De Transformation De Graines Oleagineuses Du Quebec Inc. Twin Rivers Technologies Holdings, Inc. Twin Rivers Technologies Manufacturing Corporation Investment holding Investment holding Procurement, processing and supply of fatty acids Fore River Transportation Corporation Operation, management and maintenance of a railroad service TRT Europe GambH Dormant FGVPM Production of FFB, rubber cuplump, commodity trading, management of plantation estates and other biological assets Felda Global Ventures Kalimantan Sdn Bhd Investment holding PT Citra Niaga Perkasa 95.0 Oil palm plantation PT Termila Agro Abadi 95.0 Oil palm plantation PT Bumi Agro Nusantara 99.6 Management and consulting services Felda Enterprises Sdn Bhd In liquidation Malaysia Cocoa Manufacturing Sdn Bhd Ceased operations in 2014 F Security 51.0 Provision of security services 6

12 Name Effective equity interest held (%) Principal activities F.W.Q Enterprises (Pvt) Ltd 65.0 Provision of jetty services F Prodata 80.0 Provision of computer services, sale of computer software and equipment F Travel Travel and tour agent Felda Plantations Sdn Bhd 51.0 In liquidation F Palm Industries 72.0 Tolling manufacturer by processing oil palm fresh fruit bunches into crude palm oil and palm kernel and investment holding F Agricultural 76.9 Production and sale of palm oil, cocoa, rat poison, fertilisers and oil palm seeds and provision of agricultural research services F Transport 51.0 Provision of transportation for palm oil based products F Rubber Industries 71.4 Processing of raw latex to concentrated latex and Standard Malaysia Rubber ( SMR ) FPM Manufacturing and selling of granulated compound fertilisers Felda Farm Products Sdn Bhd 51.0 In liquidation FNI Biofuel Sdn Bhd 72.0 Manufacturing of biomass fuel from empty fruit bunch Sutrajaya Shipping Sdn Bhd 72.0 In liquidation Felda Marketing Services Sdn Bhd 36.7 Marketing of group products PT Cashgrow Ventures 34.9 Commodity trading Felda Kernel Products Sdn Bhd 60.0 Processing of oil palm kernels DOP 72.0 Processing, packaging and distribution of finished consumer and industrial palm oil products Felda Vegetable Oil Products Sdn Bhd 48.0 Tolling services of crude palm oil and palm kernel oil FS Oils Sdn Bhd 48.0 Dormant 7

13 Name Effective equity interest held (%) Principal activities Plantation Resorts Sdn Bhd Dormant Felda Rubber Products Sdn Bhd 71.4 In liquidation FeldaJohore Bulkers Sdn Bhd 72.7 Storing and handling of palm oil products F Bulkers 86.1 Storing and handling export of palm oil, oleochemical products, latex concentrate and SMR P.T Patisindo Sawit 72.7 Storing and handling export of vegetable oil Langsat Bulkers Sdn Bhd 72.7 Provision of bulking installation services for palm oil and related vegetable oil products Felda Grains Terminal Sdn Bhd 70.1 Handling storage, transportation, mixing and blending of palm kernel and grains F Engineering 51.0 Engineering services including project management, sale of industrial equipment and road maintenance Felda Construction Sdn Bhd 51.0 In liquidation F Properties 51.0 Property management of FELDA projects Allied Engineering Consultancy Services Sdn Bhd 51.0 Provision of engineering consultancy services FGV Cambridge Nanosystems Limited 70.0 Production, manufacturing, biodiesel marketing, selling and/or trading of high grade carbon nanotubes and graphene GasPlas AS 70.0 Research and experimental development on natural sciences and engineering MetalPlas Ltd 70.0 Dormant EnPlas Ltd 70.0 Research and experimental development on natural sciences and engineering FGV Green Energy Sdn Bhd 60.0 Producing and manufacturing biodiesel 8

14 Name Effective equity interest held (%) Principal activities FGV Green Rubber Sdn Bhd Purchasing and processing raw lattices and marketing rubber^ Felda Global Ventures Rubber Sdn Bhd Investment holding FGV Applied Technologies Sdn Bhd Research and development of oleo and biochemicals, food technologies, mill and biomass technologies, automation, mechanization and remote sensing FGV Lipid Ventures Sdn Bhd 60.0 Producing of tocotrienol from refined bleched palm oil^ FGV China Oils Ltd. (formerly known Refining of palm oil as Felda Iffco South China Ltd) Asian Plantations Limited Investment holding Asian Plantations (Sarawak) Sdn Bhd Investment holding Asian Plantations (Sarawak) II Sdn Bhd Asian Plantations (Sarawak) III Sdn Bhd Investment holding Investment holding BJ Corporation Sdn Bhd Oil palm plantation Incosetia Sdn Bhd Oil palm plantation Fortune Plantation Sdn Bhd Oil palm plantation Asian Plantations Milling Sdn Bhd Oil palm milling South Asian Farms Sdn Bhd Dormant Kronos Plantation Sdn Bhd Oil palm plantation Grand Performance Sdn Bhd Oil palm plantation Jubilant Paradise Sdn Bhd 60.0 Oil palm plantation FGV Logistics Sdn Bhd Provision of transportation^ MSM Trading International DMCC 51.0 Raw and refined sugar trading MSM Sugar Refinery (Johor) Sdn Bhd 51.0 Carry on business in sugar products and byproducts^ Notes: ^ FGV Green Rubber Sdn Bhd, FGV Lipid Ventures Sdn Bhd, FGV Logistics Sdn Bhd and MSM Sugar Refinery (Johor) Sdn Bhd have not commenced business 9

15 2.4 Classes of Related Party The Proposed Mandates will apply to the following classes of Related Party: (a) (b) (c) Directors; Major Shareholders; and person(s) connected to Directors and/or Major Shareholders. 2.5 Details of RRPTs The class and nature of RRPTs which were entered into and are to be entered into by FGV Group are set out in Appendix I of this Circular. 2.6 Basis of estimated value of RRPTs The estimated transaction values of the RRPTs, for which the Proposed Mandates are being sought, are based on estimated prevailing prices which are or will be formalised in agreements/contracts to be entered into by relevant members of FGV Group with the Transacting Parties based on FGV Group s usual levels of transaction and on the projected business volume from the date of our forthcoming AGM to our next AGM. The actual value of transactions may, however, vary from the estimated value disclosed in Appendix I of this Circular if there should occur any changes in the business, economic and/or competitive environment or due to fluctuations of crude palm oil prices. Nevertheless, if the Proposed Mandates are approved, disclosure will be made in accordance with the Listing Requirements in the annual report of our Company for the financial year which will end on 31 December 2015 of the aggregate value of transactions conducted pursuant to the Proposed Mandates as approved during the financial year. 2.7 Threshold of authority There is no specific threshold for approval of the RRPTs within the Company. However, all RRPTs are subject to the review and/or approval of the appropriate level of authority pursuant to the procedures as disclosed in Section 3 of this Circular. Where any Director has any interest (direct or indirect) in any RRPTs, such Director shall abstain from deliberation and voting on the matter. If it is determined that the guidelines and/or procedures stipulated in Section 3 of this Circular, are inadequate and to ensure that: (a) (b) RRPTs will be conducted on an arms length basis and on normal commercial terms which are not more favourable to the Related parties than those generally available to the public; and such transaction will not be detriment to the minority shareholders of the Company or prejudicial to the interest of the shareholders; the Company will obtain a fresh shareholders mandate. 2.8 Benefits to FGV Group The provision of services and transactions as set out in Paragraph 2.5 of this Circular is provided by the relevant companies under FGV Group in their ordinary course of business. These transactions are an integral part of our business and are intended to meet our business needs. Our Board is of the view that the close working relationships and cooperation with the Transacting Parties will allow FGV Group to be more competitive in the provision of such services and transactions. 10

16 2.9 Amount due and owing to FGV Group by Related Parties Save as disclosed below, there is no amount due and owing by the Related Parties to FGV Group pursuant to the RRPT as set out in Appendix I, as at 31 December 2015 (being the end of the financial year of the Company), which exceeded the credit terms. The breakdown of the principal sum for the total outstanding amount due and owing by the Related Parties to FGV Group are as follows: Nature of RRPT Amount of the outstanding RRPT receivables More 1 year 1 to 3 3 to 5 than 5 or less years years years RM 000 RM 000 RM 000 RM 000 Travel and accommodation services by F Travel to FELDA 17, Provision of maintenance and consultancy services by F Engineering to FELDA 29,349 1, Sales of fertiliser by FPM to FELDA 5,922 1,238 Provision of security services by F Security to FELDA 11,377 Provision of management services by FGVPM to FELDA 484 1, Provision of IT services by F Prodata to FELDA 8, Provision on installation GPS/GIS services by F Prodata to FELDA 1,069 Sales (seeds palms) and services (advisory work, lab analysis) by F Agricultural to FELDA 5, Provision of courier services by F Transport to FELDA 207 TOTAL 79,081 4, There were no interest and late payment charges imposed on the overdue amounts as the Company had reviewed the outstanding amounts and is of the opinion that the overdue amounts were part of the normal business transactions and are recoverable. However, the management will continue to review and hold discussions with the Related Parties for early settlement of the outstanding due. The Board is of the opinion that the overdue amount is closely monitored and optimistic that the amount is recoverable from the Related Parties. 3. REVIEW PROCEDURES FOR THE RRPTS The Company has established the following methods and procedures to ensure that RRPTs have been or will be undertaken on transactions prices and terms which are or will not be more favourable to the Transacting Parties than those generally available to the public and are not or will not be to the detriment of our minority shareholders: (a) all subsidiaries are made aware of the requirements relating to RRPTs. 11

17 (b) (c) the RRPTs are to be undertaken on arm s length basis and on normal commercial terms, i.e. on terms which are no more favourable to the interested parties than those extended to third parties/public, and are not detrimental to the minority shareholders. the RRPTs must be transacted on terms which are comparable to at least 2 other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities. The contemporaneous pricing test are as follows: (i) comparison of RRPT with two (2) unrelated third parties for similar products/services and/or quantities transacted; or (ii) comparison of RRPT with any other two (2) external sources of comparison for similar products/services and/or quantities. These RRPTs are at commercial transaction prices and terms and the approval of the transactions are based on the normal sales and purchases procedures and the authority limits of the Group; (d) where both contemporaneous pricing tests in (c) could not be performed, to present to the Audit Committee: (i) (ii) the justification for the transaction pricing; and confirmation that the pricing is not detrimental to FGV Group. The transaction price must be approved by the Board; (e) (f) (g) (h) (i) (j) our support divisions and subsidiaries must ensure that proper records of RRPT transactions are maintained and monitor its actual RRPT against the Mandate on monthly basis; support divisions and subsidiaries must submit RRPT report to Group Finance Division for quarterly and cumulative periods for the quarterly Audit Committee reporting; Group Finance Division shall compile the quarterly RRPT information for reporting to the Audit Committee; at any time, where the mandated RRPT is anticipated to exceed the Mandate by 10% or more, the Chief Financial Officer shall advise Cluster Heads, Chief Executive Officer and Support Division Heads to immediately prepare the necessary papers to the Board to seek its approval and concurrently update the Chief Financial Officer and Company Secretary; the Audit Committee shall review the Group Internal Audit reports on yearly assessment of RRPT policies and procedures and assessment of compliance of RRPT transactions and monitoring of the established policies and procedures; and in the event that a member of the Audit Committee or Board has an interest and/or deemed interest in any particular RRPT, he or she shall declare his or her interest in the RRPT and will have to refrain from any deliberation and also abstain from voting on the matter at the Audit Committee meeting or Board meeting in respect of that RRPT or at the EGM or AGM to be convened for the purpose. (The rest of this page has been intentionally left blank) 12

18 4. STATEMENT BY AUDIT COMMITTEE The Audit Committee has reviewed the procedures on the RRPTs mentioned in Section 3 of this Circular and is of the view that the stipulated procedures are: (a) (b) adequate to monitor, track and identify RRPTs in a timely and orderly manner and that these procedures and processes are reviewed annually; and sufficient to ensure that the RRPTs are not more favourable to the Related Parties than those generally available to the public and not to the detriment of its minority shareholders. 5. RATIONALE FOR THE PROPOSED MANDATES The Proposed Mandates, subject to annual review, will enable members of FGV Group to carry out RRPTs necessary for their daytoday operations and will eliminate the need to frequently make announcements to Bursa Securities, convene separate general meetings and/or seek your approval from time to time as and when RRPTs which are comprised within the Proposed Mandates shall arise. In this respect, the Proposed Mandates are intended to save administrative time and expenses which could be better utilised by FGV Group to pursue its corporate objectives and realise business opportunities in a more timely and effective way. 6. EFFECTS OF THE PROPOSED MANDATES The Proposed Mandates are not expected to have any effect on the issued and paidup share capital, our substantial shareholders' shareholdings in our Company and any material effect on the earnings, net assets and gearing of FGV Group. However, the Proposed Mandates is in relation to transactions which are of a revenue or trading nature and which form an integral part of FGV Group's daytoday operations and hence, they contribute to our financial performance. 7. APPROVAL REQUIRED The Proposed Mandates are subject to your approval being obtained at our forthcoming AGM. 8. INTEREST OF OUR DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM 8.1 Interest of Directors The Directors who have interests in the Proposed Mandates are as follows: No. Name of Interested Directors Interested Directorships 1. YB Tan Sri Haji Mohd Isa Dato Haji Abdul Samad FGV F Palm Industries F Agricultural F Engineering F Transport F Security F Prodata F Properties 13

19 2. Datuk Dr. Omar Salim ; and FGV F Travel; and Felda Technoplant Sdn Bhd 3. YB Datuk Noor Ehsanuddin Mohd Harun Narrashid ; and FGV 4. Datuk Nozirah Bahari (1) FGV 5. YB Dato Mohd Khusairi Abdul Talib ; and F Travel 6. Datuk Saari Din KPF; and F Palm Industries 7. Datuk Khamis Md. Som KPF F Agricultural; and F Prodata 8. Dato Ramli Ismail KPF; and F Security 9. Abu Bakar Ibrahim KPF; and F Transport 10. Datuk Hanapi Suhada ; KPF; and F Engineering 11. Dato Mohd Emir Mavani Abdullah (2) FGVPM; and F Prodata 12. Abu Bakar Isa Ramat FGVPM; and F Prodata Notes: (1) Datuk Nozirah Bahari was a Director in FGV within 6 months preceding the date of the transaction. However, on 7 April 2016, Datuk Nozirah Bahari ceased to be a director in FGV. (2) Dato Mohd Emir Mavani Abdullah was a Director in FGVPM and F Prodata within 6 months preceding the date of the transaction. However, on 1 April 2016, Dato Mohd Emir Mavani Abdullah ceased to be a director in FGVPM and F Prodata. By virtue of their common directorships, YB Tan Sri Haji Mohd Isa Dato Haji Abdul Samad, Datuk Dr. Omar Salim, YB Datuk Noor Ehsanuddin Mohd Harun Narrashid, Datuk Nozirah Bahari, Datuk Mohd Khusairi Haji Abdul Talib, Datuk Saari Din, Datuk Khamis Md. Som, Dato Ramli Ismail, Abu Bakar Ibrahim, Datuk Hanapi Suhada, Dato Mohd Emir Mavani Abdullah and Encik Abu Bakar Isa Ramat are deemed interested in the RRPTs between our Group and the companies in which they hold directorships and/or have interest in and will abstain from deliberation and voting in respect of their interests, direct or indirect, at any Board meeting of our Company in respect of the Proposed Mandates. YB Tan Sri Haji Mohd Isa, Datuk Dr. Omar Salim and YB Datuk 14

20 Noor Ehsanuddin Mohd Harun Narrashid (collectively, the Interested Directors ) will abstain from voting in respect of their interests, direct or indirect and have also undertaken to ensure that the persons connected with them will abstain from voting in respect of their interests, direct or indirect, on the resolution approving the Proposed Mandates to be tabled at the forthcoming AGM. The Directors of FGV s respective shareholdings in FGV are set out in the table below. 8.2 Interest of Major Shareholders FELDA and FAHC are the Major Shareholders of our Company and are deemed interested in the RRPTs (the Interested Major Shareholder ). Accordingly, FELDA and FAHC will abstain from voting on the resolution pertaining to the Proposed Mandates in respect of its interests, direct or indirect, at our forthcoming AGM. The Interested Major Shareholders have also undertaken to ensure that the persons connected with them will abstain from voting in respect of their direct and/or indirect shareholdings on the resolution pertaining to the Proposal at our forthcoming AGM. 8.3 Interest of Person Connected Azly Sham Kamaruddin is the Chief Executive Officer of F Prodata. Lunas Technology Sdn Bhd is a person connected to Azly Sham Kamaruddin as it is a body corporate in which a person connected with Azly Sham Kamaruddin is entitled to exercise, or control the exercise of, not less than 15.00% of the votes attached to voting shares in Lunas Technology Sdn Bhd. The person connected with Azly Sham Kamaruddin is identified as Zaidy Sham Kamaruddin, brother of Azly Sham Kamaruddin, who is a Director and major shareholder of Lunas Technology Sdn Bhd with 90.00% direct interest in Lunas Technology Sdn Bhd. Accordingly, Azly Sham Kamaruddin will abstain from voting on the resolution pertaining to the Proposed Mandates in respect of his interests, direct or indirect, at our forthcoming AGM. Azly Sham Kamaruddin has also undertaken to ensure that the persons connected with him will abstain from voting in respect of their interests, direct or indirect, on the resolution approving the Proposed Mandates to be tabled. As at 31 March 2016, the direct and indirect interests of the directors and the major shareholders of the Company deemed interested in the Proposed Mandates are as follows: Interested Directors Direct No. of ordinary shares held in FGV % Indirect No. of ordinary shares held in FGV % YB Tan Sri Haji Mohd Isa Dato Haji Abdul Samad 180,000 * Datuk Dr. Omar Salim 150,000 * Dato Mohd Emir Mavani Abdullah** Dato Yahaya Abd Jabar 150,000 * Datuk Nozirah Bahari*** 150,000 * YB Datuk Noor Ehsanuddin Mohd 5,000 * 15

21 Harun Narrashid Direct No. of ordinary shares held in FGV % Indirect No. of ordinary shares held in FGV % Tan Sri Dr. Sulaiman Mahbob Dato Mohamed Suffian Awang Dato Mohd Zafer Mohd Hashim 50,000 * Interested Major Shareholders FELDA 729,629, ,321, FAHC 498,321, Notes: * Negligible ** On 1 April 2016, Dato Mohd Emir Mavani Abdullah ceased to be a director in FGV *** On 7 April 2016, Datuk Nozirah Bahari ceased to be a director in FGV Save as disclosed above, no other Major Shareholders, Directors and/or persons connected with them (as defined in the Listing Requirements) have any interest, direct or indirect, in the Proposed Mandates. 9. DIRECTORS RECOMMENDATION Our Board (save for the Interested Directors), is of the opinion that the Proposed Mandates are in the best interests of our Company. Accordingly, our Board (save for the Interested Directors) recommends that you vote in favour of the ordinary resolutions pertaining to the Proposed Mandates to be tabled at our forthcoming AGM. 10. AGM Our AGM will be held on Wednesday, 1 June 2016 at Banquet Hall 1, Level B2, Menara Felda, Platinum Park, No. 11, Persiaran KLCC, Kuala Lumpur, Malaysia at a.m. for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice of our AGM herein to approve and give effect to the Proposed Mandates. You may appoint a proxy or proxies to attend and vote on your behalf. If you wish to do so, you must deposit the original Form of Proxy with our Share Registrar, Symphony Share Registrars Sdn Bhd, Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than fortyeight (48) hours before the time set for the forthcoming AGM. However, the lodging of the Form of Proxy will not preclude you from attending and voting in person at the forthcoming AGM should you subsequently wish to do so. 16

22 11. FURTHER INFORMATION Shareholders are requested to refer to the Appendices for further information. Yours faithfully For and on behalf of the Board of Felda Global Ventures Holdings Berhad Dato Yahaya Abd Jabar Senior Independent NonExecutive Director 17

23 APPENDIX I A. Details of the RRPTs entered into by FGV Group with Related Parties under the Proposed Renewal of Shareholders Mandates Item Transacting Related Parties Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Recipient Provider Estimated value as disclosed in the circular dated 16 June Shareholders Mandate Actual value of transaction from 16 June 2015 to LPD Estimated value from forthcoming AGM on 1 June 2016 to next AGM (1) Reason for deviation where the actual value of transactions exceeds the estimated value by 10% or more (if applicable) 1. FELDA F Engineering Interested Major Shareholders: See Notes (2), (3), (5) and (12) Provision of maintenance and consultancy services (RM 000) (RM 000) (RM 000) 104,700 44, ,700 N/A Datuk Hanapi Suhada 2. FELDA FPM Interested Major Shareholders: See Notes (2) and (3) Sales of fertilisers 103,500 97, ,151 N/A 3. F Rubber Industries FELDA Interested Major Shareholders: See Notes (2) and (3) Purchase of rubber 95,800 66, ,609 N/A A I 1

24 APPENDIX I Item Transacting Related Parties Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Recipient Provider Estimated value as disclosed in the circular dated 16 June Shareholders Mandate Actual value of transaction from 16 June 2015 to LPD Estimated value from forthcoming AGM on 1 June 2016 to next AGM (1) Reason for deviation where the actual value of transactions exceeds the estimated value by 10% or more (if applicable) 4. FELDA F Security Interested Major Shareholders: See Notes (2), (3), (4), (5) and (10) Provision of security services (RM 000) (RM 000) (RM 000) 35,000 16,261 35,000 N/A Dato Ramli Ismail 5. FELDA F Prodata Interested Major Shareholders: Datuk Khamis Md. Som See Notes (2), (3), (4), (5) and (9) Provisions of IT services 28,200 15,559 23,306 N/A 6. FELDA F Travel Interested Major Shareholders: YB Dato Mohd Khusairi Abdul Talib See Notes (2), (3), (5) and (7) Travel and accommodation services 13,900 16,328 26,907 The actual transaction exceeds the mandated amount by 17% due to underestimation by F Travel in 2015/2016 mandate. A I 2

25 APPENDIX I Item Transacting Related Parties Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Recipient Provider Estimated value as disclosed in the circular dated 16 June Shareholders Mandate Actual value of transaction from 16 June 2015 to LPD Estimated value from forthcoming AGM on 1 June 2016 to next AGM (1) Reason for deviation where the actual value of transactions exceeds the estimated value by 10% or more (if applicable) 7. FELDA F Prodata Interested Major Shareholders: See Notes (2), (3), (4), (5) and (9) Provisions on installation GPS/GIS service (RM 000) (RM 000) (RM 000) 180, ,094 N/A Datuk Khamis Md. Som 8. FELDA F Agricultural Interested Major Shareholders: Datuk Khamis Md. Som See Notes (2), (3), (4), (5) and (9) (i) Sales of seeds palms; and (ii) provisions of consultancy and lab analysis services 5,200 2,335 5,762 N/A 9. F Agricultural FELDA Interested Major Shareholders: Datuk Khamis Md. Som See Notes (2), (3), (4), (5) and (9) Monthly payment of rental for oil palm estates with each oil palm estate having a lease period between twenty (20) to twentyfive (25) years and building rental in respect of office premises located at Menara Felda having a lease period of three (3) years 3,700 1,011 3,700 N/A A I 3

26 APPENDIX I Item Transacting Related Parties Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Recipient Provider Estimated value as disclosed in the circular dated 16 June Shareholders Mandate Actual value of transaction from 16 June 2015 to LPD Estimated value from forthcoming AGM on 1 June 2016 to next AGM (1) Reason for deviation where the actual value of transactions exceeds the estimated value by 10% or more (if applicable) 10. FELDA F Transport Interested Major Shareholders: Abu Bakar Ibrahim See Notes (2), (3), (4), (5) and (11) (RM 000) (RM 000) (RM 000) Jetty commissions 3, ,814 N/A 11. F Palm Industries FELDA Interested Major Shareholders: Datuk Saari Din See Notes (2), (3), (4), (5) and (8) Monthly payment of rental for office premises located at Menara Felda, Balai Felda and wilayah offices having a lease period of three (3) years 2,800 2,175 2,300 N/A 12. FELDA F Properties Interested Major Shareholders: See Notes (2), (3), (5) Provision of Project Management Consultant (PMC) service 2, ,000 N/A A I 4

27 APPENDIX I Item Transacting Related Parties Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Recipient Provider Estimated value as disclosed in the circular dated 16 June Shareholders Mandate Actual value of transaction from 16 June 2015 to LPD Estimated value from forthcoming AGM on 1 June 2016 to next AGM (1) Reason for deviation where the actual value of transactions exceeds the estimated value by 10% or more (if applicable) 13. F Engineering FELDA Interested Major Shareholders: Datuk Hanapi Suhada See Notes (2), (3), (5) and (11) Monthly payment of rental for office premises located at Menara Felda and Balai Felda having a lease period of three (3) years (RM 000) (RM 000) (RM 000) 2, ,000 N/A 14. F Prodata Lunas Technology Sdn Bhd Interested Major Shareholders: Azly Sham Kamaruddin See Note (14) Provisions of IT software 4,400 5,082 9,620 The actual transaction exceeds the mandated amount by 16% due to underestimation by F Prodata in 2015/2016 mandate. 15. FELDA F Prodata Interested Major Shareholders: Datuk Khamis Md. Som See Notes (2), (3), (4), (5) and (9) Monthly payment of rental for office premises located at Menara Felda and Balai Felda having a lease period of three (3) years 1,80 0 1,300 2,640 N/A A I 5

28 APPENDIX I Item Transacting Related Parties Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Recipient Provider Estimated value as disclosed in the circular dated 16 June Shareholders Mandate Actual value of transaction from 16 June 2015 to LPD Estimated value from forthcoming AGM on 1 June 2016 to next AGM (1) Reason for deviation where the actual value of transactions exceeds the estimated value by 10% or more (if applicable) 16. F Rubber Industries FELDA Interested Major Shareholders: See Notes (2) and (3) Monthly payment of rental for office premises located at Menara Felda and Balai Felda having a lease period of three (3) years (RM 000) 1,10 0 (RM 000) (RM 000) N/A 17. F Transport FELDA Interested Major Shareholders: Abu Bakar Ibrahim 18. F Security FELDA Interested Major Shareholders: 19. F Palm Industries FGV Dato Ramli Ismail Interested Major Shareholders: See Notes (2), (3), (4), (5) and (11) See Notes (2), (3), (4), (5) and (10) See Notes (4), (5) and (8) Monthly payment of rental for office premises located at Menara Felda and Balai Felda having a lease period of three (3) years Monthly payment of rental for office premises located at Menara Felda and Balai Felda having a lease period of three (3) years Provisions management services of 1, N/A 1, ,000 N/A 55,000 29,709 39,060 N/A Datuk Saari Din A I 6

29 APPENDIX I Item Transacting Related Parties Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Recipient Provider Estimated value as disclosed in the circular dated 16 June Shareholders Mandate Actual value of transaction from 16 June 2015 to LPD Estimated value from forthcoming AGM on 1 June 2016 to next AGM (1) Reason for deviation where the actual value of transactions exceeds the estimated value by 10% or more (if applicable) (RM 000) (RM 000) (RM 000) 20. FGV F Security Interested Major Shareholders: Dato Ramli Ismail See Notes (4), (5) and (10) Provisions of security services 1,600 1,096 1,600 N/A 21. F Security FGV Interested Major Shareholders: See Notes (4), (5) and (10) Provisions management services of 1, ,000 N/A Y.B. Tan Sri Haji Mohd. Isa Dato Ramli Ismail 22. F Agricultural FGV Interested Major Shareholders: See Notes (4), (5) and (9) Provisions management services of 14,800 7,585 14,280 N/A Datuk Khamis Md. Som 23. FGV F Engineering Interested Major Shareholders: See Notes (4), (5) and (13) Provisions of construction and renovation services 6, ,100 N/A A I 7