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

Transcription

1 GLOSSARY THIS CIRCULAR OF IS ABBREVIATIONS IMPORTANT AND AND REQUIRES ACRONYMS 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 2013 of the Company thereof. The AGM will be held at Dewan Merdeka, Level 4, Putra World Trade Centre, 41 Jalan Tun Ismail, Kuala Lumpur on Wednesday, 25 June 2014 at 11:00 am or at any adjournment thereof. The Proxy Form must be completed and lodged our Share Registrar, Symphony Share Registrars Sdn Bhd, at Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, Petaling Jaya, Selangor Darul Ehsan, not less than forty eight (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 Mandates (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) (II) PROPOSED SHAREHOLDERS RATIFICATION FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE FOR FELDA GLOBAL VENTURES HOLDINGS BERHAD GROUP OF COMPANIES ( FGV GROUP ); AND PROPOSED SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE FOR FGV GROUP (to be read together with the Ordinary Resolution 11 in the Notice of the AGM of Felda Global Ventures Holdings Berhad as set out in the Company s Annual Report 2013) Last date and time for lodging the Proxy Form : Monday, 23 June 2014 at 11:00 a.m. Date and time of the AGM : Wednesday, 25 June 2014 at 11:00 a.m. or any adjournment thereof This Circular is dated 3 June 2014

2 This page is intentionally left blank

3 GLOSSARY OF ABBREVIATIONS AND ACRONYMS 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 2013 : The annual report of FGV for the FYE 31 December 2013 Audit Committee : Audit Committee of FGV Bursa Securities : Bursa Malaysia Securities Berhad Board or Directors : Board of directors of FGV CMSA : Capital Markets and Services Act, 2007, as amended from time to time and any re-enactment 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 Proposed Mandates, 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 Kernel : Felda Kernel Products Sdn Bhd F Palm Industries : Felda Palm Industries Sdn Bhd F Plantations : Felda Plantations Sdn Bhd F Prodata : Felda Prodata Systems Sdn Bhd F Properties : Felda Properties Sdn Bhd F Rubber Industries : Felda Rubber Industries Sdn Bhd i

4 GLOSSARY OF ABBREVIATIONS AND ACRONYMS (Cont d) 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 Group or Group : Collectively, FGV and its subsidiaries FHB : Felda Holdings Bhd FPM : FPM Sdn Bhd 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 re-enactment thereof LPD : 3 May 2014, 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 Mandates, 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 Proposals : Collectively, the Proposed Ratification and the Proposed Mandate Proposed Mandate : Proposed shareholders mandate for RRPT for FGV Group as set out in Appendix I of this Circular ii

5 GLOSSARY OF ABBREVIATIONS AND ACRONYMS (Cont d) Proposed Ratification : Proposed shareholders ratification for RRPT for FGV Group for the period commencing from 27 December 2013, being the date of the Completion, to the forthcoming AGM or EGM of our Company, whichever is earlier Related Party or Related Parties : A Director or Major Shareholder of our Company and persons connected with such Director or Major Shareholder as defined under the Listing Requirements RRPT : Recurrent related party transactions of a revenue or trading nature and which is necessary for day-to-day operations of a listed issuer or its subsidiaries Transacting Parties : The relevant companies under the FGV Group and the respected Related Parties Validity Period : The date from the forthcoming AGM until the next AGM which will be held before 30 June 2015 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) iii

6 TABLE OF CONTENTS LETTER TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSALS: Page 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSALS REVIEW PROCEDURES FOR THE RRPTS STATEMENT BY THE AUDIT COMMITTEE RATIONALE FOR THE PROPOSALS EFFECTS OF THE PROPOSALS APPROVAL REQUIRED INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED DIRECTORS RECOMMENDATION AGM FURTHER INFORMATION APPENDICES I DETAILS OF RRPTS... A-1 II ADDITIONAL INFORMATION A-11 III EXTRACT OF THE NOTICE OF THE FORTHCOMING AGM... A-21 iv

7

8 1.2 On 4 March 2014, the Board announced its intention to seek shareholders approval for the Proposals at the forthcoming AGM. 1.3 The Proposed Mandates, if approved by our shareholders, will 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 Proposals together with the Board s recommendation thereon and to seek your approval for the resolutions in respect of the Proposals to be tabled at our forthcoming AGM. The notice of the AGM is set out in the Annual Report The extract of the ordinary resolution on the Proposals 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 PROPOSALS TO BE TABLED AT OUR FORTHCOMING AGM. 2. DETAILS OF THE PROPOSALS 2.1 Proposals 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 day-to-day 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 paid-up 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; 2

9 (c) (d) 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 ensure that persons connected with him abstain from voting on the resolution approving the transactions; and 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 the 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 shareholders ratification for the RRPTs entered/ to be entered into by the Company from the Listing Date to the date of the forthcoming AGM and a general mandate from our shareholders to enter into arrangements or transactions with Related Parties, which are necessary for the day-to-day operations of the FGV Group and are based on normal commercial terms, at arm s length, in the best interests of the 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 non-interested shareholders. 2.2 Validity period of the Proposed Mandate The Proposed Mandate, 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 Mandate and is subject to annual renewal. In this respect, the authority conferred by the Proposed Mandate 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 Mandate is 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 Mandate is revoked or varied by resolution passed by you in a general meeting, whichever is the earliest ( Proposed Mandate Period ). Thereafter, your approval will be sought for the renewal of the Proposed Mandate 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. 3

10 2.3 Principal activities of the FGV Group As at 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 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 Dormant Investment holding Investment holding Investment holding Felda Global Ventures Sugar Sdn Bhd Investment holding Felda Global Ventures Perlis Sdn Bhd Dormant 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 FGV Investment (L) Pte Ltd Investment holding Pontian United Plantations Berhad Cultivation of oil palm and investment holding FHB Investment holding FGV Myanmar (L) Pte Ltd Investment holding Malayan Sugar Manufacturing Company Berhad 51.0 Sugar refining, sales and marketing of refined sugar products 4

11 Name Kilang Gula Felda Perlis Sendirian Berhad Effective equity interest held (%) Principal activities 51.0 Sugar refining, sales and marketing of refined sugar product and planting of rubber and oil palm Astakonas Sdn Bhd 51.0 Provision of lorry transportation services MSM Properties Sdn Bhd 51.0 In liquidation Redefined Land Sdn Bhd Investment holding and property investment Kilang Kelapa Sawit Pontian Sdn Bhd Investment holding and general insurance agency Bangsan Sdn Bhd Investment holding Sabahanya Plantations Sdn Bhd Investment holding and cultivation of oil palm Pontian Fico Plantations Sdn Bhd Investment holding, cultivation of oil palm and extraction of crude palm oil and palm kernel for sale Pontian Orico Plantations Sdn Bhd Cultivation of oil palm Pontian Pendirosa Plantations Sdn Bhd Cultivation of oil palm Pontian Materis Plantations Sdn Bhd Cultivation of oil palm Pontian Hillco Plantations Sdn Bhd Cultivation of oil palm Pontian Subok Plantations Sdn Bhd Cultivation of oil palm Rawajaya Sdn Bhd Cultivation of oil palm Blossom Plantations 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, Inc. Twin Rivers Technologies Holdings Enterprise De Transformation De Graines Oleagineuses Du Quebec Inc. Twin Rivers Technologies Manufacturing Corporation Investment holding Investment holding Procurement, processing and supply of fatty acids 5

12 Name Twin Rivers Technologies Enterprise De Transformation De Graines Oleagineuses Du Quebec Inc. Effective equity interest held (%) Principal activities Processing canola seed and soybean and its related byproducts Fore River Transportation Corporation Operation, management and maintenance of a railroad service Felda Global Ventures Plantations (Malaysia) Sdn Bhd Felda Global Ventures Kalimantan Sdn Bhd Production of FFB, rubber cuplump, commodity trading, management of plantation estates and other biological assets Investment holding PT Citra Niaga Perkasa 95.0 Oil palm plantation Felda Enterprises Sdn Bhd Dormant. Malaysia Cocoa Manufacturing Sdn Bhd Processing and selling of cocoa powder and cocoa butter Felda Security Services Sdn Bhd 51.0 Provision of security services 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 F Plantations 51.0 Dormant F Palm Industries 72.0 Purchase of fresh fruit bunches, sale of its finished products 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 Felda-Johore Bulkers Sdn Bhd 72.7 Storing and handling of palm oil products F Transport 51.0 Provision of transportation services for palm oil based products F Rubber Industries 71.4 Processing of raw latex to concentrated latex and Standard Malaysia Rubber ( SMR ) 6

13 Name Effective equity interest held (%) Principal activities FPM Manufacturing and selling of granulated compound fertilisers F Engineering 51.0 Engineering services including project management, sale of industrial equipment and road maintenance Felda Farm Products Sdn Bhd 51.0 Dormant FNI Biofuel Sdn Bhd 72.0 Manufacturing of biomass fuel from empty fruit bunch Sutrajaya Shipping Sdn Bhd 72.0 Dormant Felda Marketing Services Sdn Bhd 36.7 Marketing of group products F Kernel 60.0 Processing of oil palm kernels DOP 72.0 Processing, packaging and distribution of finished consumer products and industrial palm oil products Felda Vegetable Oil Products Sdn Bhd 48.0 Processing palm oil and its byproducts FS Oils Sdn Bhd 48.0 Dormant Plantation Resorts Sdn Bhd Dormant Felda Rubber Products Sdn Bhd 71.4 Dormant Feltex Co. Ltd Processing and marketing of latex concentrate P.T Felda Indo Rubber 50.0 Processing and marketing of latex 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 meal and grains Felda Construction Sdn Bhd 51.0 Dormant 7

14 Name Effective equity interest held (%) Principal activities F Properties 51.0 Property management of FELDA projects Allied Engineering Consultancy Services Sdn Bhd 51.0 Provision of engineering consultancy services Cambridge Nanosystems Limited 70.0 Production, manufacturing, marketing, selling and/or trading of high grade carbon nanotubes and grapheme 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 have entered into and are to be entered into by the FGV Group are set out in Appendix I of this Circular. 2.6 Basis of estimated value of RRPTs For the purposes of the Proposed Ratification, we have set out the actual transacted values of the RRPTs from 27 December 2013, being the date of the Completion, up to and including 3 May 2014, being the LPD before the issuance of the Circular. The estimated transaction values of the RRPTs, for which the Proposed Mandate is 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 the FGV Group with the Transacting Parties based on the 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 Mandate is 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 2014 of the aggregate value of transactions conducted pursuant to the Proposed Mandate as approved during the financial year. 8

15 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 the FGV Group The provision of services and transactions as set out in Paragraph 2.4 of this Circular is provided by the relevant companies under the 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 co-operation with the Transacting Parties will allow the FGV Group to be more competitive in the provision of such services and transactions. 2.9 Amount due and owing to FGV by Related Parties There is no amount due and owing by the Related Parties to FGV pursuant to the RRPT as set out in Appendix I, as at LPD, which exceed the credit terms. 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) (b) (c) all subsidiaries are made aware of the requirements relating to RRPTs. 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. where there are at least two (2) contemporaneous transactions, to ensure proper documentation to support the basis to arrive at the transaction prices. The contemporaneous pricing test are as follows: (i) (ii) comparison of RRPT with two (2) unrelated third parties for similar products/services and/or quantities transacted; and Comparison of RRPT with any other two (2) external sources of comparison for similar products/services and/or quantities. 9

16 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 Board; (e) (f) (g) 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; (h) 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; (i) (j) the Audit Committee shall review the Internal Audit Reports on review of RRPT transactions on a yearly basis to ascertain that the procedures established to monitor RRPTs are complied with; 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. 4. STATEMENT BY AUDIT COMMITTEE The Audit Committee is of the view that the review procedures and processes for the RRPTs as set out in Section 3 above 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 Party than those generally available to the public and not to the detriment of the minority shareholders. 10

17 5. RATIONALE FOR THE PROPOSALS The Proposed Ratification serves to ratify the RRPTs entered into by the FGV Group from 27 December 2013, being the date of the Completion, up to the forthcoming AGM date at which shareholders ratification is proposed to be obtained. The Proposed Mandate, subject to annual review, will enable members of the FGV Group to carry out RRPTs necessary for their day-to-day 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 Mandate shall arise. In this respect, the Proposed Mandate is intended to save administrative time and expenses which could be better utilised by the FGV Group to pursue its corporate objectives and realise business opportunities in a more timely and effective way. 6. EFFECTS OF THE PROPOSALS The Proposals are not expected to have any effect on the issued and paid-up share capital, our substantial shareholders' shareholdings in our Company and any material effect on the earnings, net assets and gearing of the FGV Group. However, the Proposals are in relation to transactions which are of a revenue or trading nature and which form an integral part of the FGV Group's day-to-day operations and hence, they contribute to our financial performance. 7. APPROVAL REQUIRED The Proposals 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 YB Tan Sri Haji Mohd Isa is a director in FGV, FELDA, FAHC, DOP, FHB, F Agricultural, F Engineering, F Palm Industries, F Prodata, F Properties, F Security, F Transport and F Travel. YB Datuk Noor Ehsanuddin Mohd Harun Narrashid is a director in FGV and FELDA. He is also a director in FHB, FPM and F Palm Industries. Datuk Haji Faizoull Ahmad is a director of FGV, FELDA and FAHC. He is also a director in FHB, F Palm Industries, F Security, F Travel and Felda Uralkali Sdn Bhd. Mohd Emir Mavani is a director in FGV, FELDA and FAHC. He is also a director in DOP, FHB, FPM, F Kernel, F Palm Industries, F Prodata, F Properties, F Transport and F Travel. Datuk Dr. Salmiah Ahmad is a director in FGV, F Agricultural and F Rubber Industries. Datuk Dr. Omar Salim is a director in FHB, FELDA and FAHC. Dato Mohd Khusairi Haji Abdul Talib is a director in F Travel and FELDA. Datuk Nozirah Bahari is a director in FGV, FHB, FELDA and FAHC. Tan Sri Dato Sabri Ahmad was a director in FGV, DOP, F Transport and F Agricultural within 6 months preceding the date of transaction. However, on 15 July 2013, Tan Sri Dato Sabri Ahmad ceased to be a director of F Transport, F Agricultural and DOP. On 29 August 2013, he ceased to be a director of FGV. The directors of FGV respective shareholdings in FGV are set out in the table below. By virtue of their common directorships, YB Tan Sri Haji Mohd Isa Dato Haji Abdul Samad, YB Datuk Noor Ehsanuddin Mohd Harun Narrashid, Datuk Haji Faizoull Ahmad, Mohd Emir Mavani, Datuk Dr. Salmiah Ahmad, Datuk Dr. Omar Salim, Datuk Mohd Khusairi Haji Abdul Talib, Datuk Nozirah Bahari and Tan Sri Dato Sabri Ahmad, are deemed interested in the RRPTs between our Group and the 11

18 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 Proposals. YB Tan Sri Haji Mohd Isa, YB Datuk Noor Ehsanuddin Mohd Harun Narrashid, Datuk Haji Faizoull Ahmad, Mohd Emir Mavani, Datuk Dr. Salmiah Ahmad, Datuk Dr. Omar Salim, YB Datuk Khusairi bin Haji Abdul Talib, and Datuk Nozirah Bahari (collectively, 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. 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 Proposals 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 Proposals 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% 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 major shareholder of Lunas Technology Sdn Bhd with 80.00% direct interest in Lunas Technology Sdn Bhd. Accordingly, Azly Sham Kamaruddin will abstain from voting on the resolution pertaining to the Proposals in respect of his interests, direct or indirect, at our forthcoming AGM. 12

19 As at 30 April 2014, the direct and indirect interests of the directors and the major shareholders of the Company deemed interested in the Proposals 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 Tan Sri Dato Sri Dr. Wan Abdul Aziz Wan 180,000 * ,000 * - - Datuk Dr. Omar Salim 150,000 * - - Dato Yahaya Abd Jabar Dato Paduka Ismee Ismail Datuk Nozirah Bahari 150,000 * - - YB Datuk Noor Ehsanuddin Mohd Harun Narrashid 150,000 * - - Mohd Emir Mavani 150,000 * - - Fazlur Rahman Ebrahim Datuk Haji. Faizoull Ahmad 110,000 * - - Datuk Dr. Salmiah Ahmad ,000 (1) * Tan Sri Dr. Sulaiman Mahbob 50,000 * - - Interested Shareholders Major FELDA 729,629, ,722, FAHC 680,722, Note: * Negligible (1) Deemed to have indirect interest in FGV by virtue of section 134(12)(c) of the Act. 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 Proposals. 13

20 9. DIRECTORS RECOMMENDATION Our Board (save for the Interested Directors), is of the opinion that the Proposals 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 Proposals to be tabled at our forthcoming AGM. 10. AGM Our AGM will be held on Wednesday, 25 June 2014 at Dewan Merdeka, Level 4, Putra World Trade Centre, 41 Jalan Tun Ismail, Kuala Lumpur at 11:00 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 Proposals. 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 not less than forty-eight (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. 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 Non-Executive Director 14

21 APPENDIX I A. Details of the RRPT have been entered into by the FGV Group with Related Parties under the Proposed of Shareholders Ratification Item Transacting Related Parties Recipient Provider Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Actual Value from 27 December 2013 to LPD (RM 000) 1. FHB FELDA Interested Major Shareholder: - FAHC See notes (1), (2), (3), (5), (6), (7), (9) and (11). Office rental 1,420 - YB Datuk Noor Ehsanuddin Mohd Harun Narrashid - Datuk Haji Faizoull Ahmad - Datuk Dr Omar Salim - Datuk Nozirah Bahari 2. F Palm Industries FGV Interested Major Shareholder: - FAHC See notes (1), (2), (3), (5), (6) and (7). Management fee 16,667 - YB Datuk Noor Ehsanuddin Mohd Harun Narrashid - Datuk Haji Faizoull Ahmad A - 1

22 APPENDIX I Item Transacting Related Parties Recipient Provider Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Actual Value from 27 December 2013 to LPD (RM 000) 3. F Palm Industries FELDA Interested Major Shareholder: See notes (1), (3), (5), (6) and (7) Purchase of fresh fruit bunches 925, F Palm Industries 5. FELDA F Palm Industries 6. FELDA F Palm Industries - YB Datuk Noor Ehsanuddin Mohd Harun Narrashid - Datuk Haji Faizoull Ahmad FELDA Office rental 932 Sales of bunch ash 98 Payment to the Joint Consultative Committee ( JCC ) 6, F Agricultural FGV Interested Major Shareholder: - FAHC See notes (1), (2), (3), (4), (7) and (8) Management fee 3,294 - Datuk Dr. Salmiah Ahmad - Tan Sri Dato Sabri Ahmad A - 2

23 APPENDIX I Item Transacting Related Parties Recipient Provider Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Actual Value from 27 December 2013 to LPD (RM 000) 8. FELDA F Agricultural 9. F Agricultural Interested Major Shareholder: See notes (1), (3) and (7) (i) Sales of seeds palms (ii) Provision of consultancy and lab analysis services FELDA Land and building rental 101 2, F Rubber Industries FGV Interested Major Shareholder: - FAHC See also note (1), (2) (8) Management fee 85 - Datuk Dr. Salmiah Ahmad 11. F Rubber Industries FELDA Interested Major Shareholder: See note (1) Purchase of rubber 41, F Rubber Industries FELDA Office rental Nil 13. F Engineering 14. FGV F Engineering FGV Interested Major Shareholder: - FAHC See note (1), (2) and (3) Management fee 32 Provision of construction and renovation service 1,418 A - 3

24 APPENDIX I Item Transacting Related Parties Recipient Provider Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Actual Value from 27 December 2013 to LPD (RM 000) 15. FELDA F Engineering Interested Major Shareholder: See notes (1) and (3) Provision of maintenance and consultancy service 27, F Engineering FELDA Office rental F Transport FGV Interested Major Shareholder: - FAHC See notes (1), (2), (3), (4) and (7) Management fee 1, FGV F Transport Provision of courier services 54 - Tan Sri Dato Sabri Ahmad 19. FELDA F Transport Interested Major Shareholder: See notes (1), (3) and (7) Provision of courier services F Transport FELDA Office rental 303 A - 4

25 APPENDIX I Item Transacting Related Parties Recipient Provider Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Actual Value from 27 December 2013 to LPD (RM 000) 21. F Security FGV Interested Major Shareholder: - FAHC - Datuk Haji Faizoull Ahmad See notes (1), (2), (3) and (6) Management fee FGV F Security Provision of security services FELDA F Security Interested Major Shareholder: See notes (1), (3) and (6) Provision of security services 8, F Security FELDA Office rental Datuk Haji Faizoull Ahmad 25. F Prodata FGV Interested Major Shareholder: - FAHC See notes (1), (2), (3) and (7) Management fee 1, FGV F Prodata Provision of IT services 922 A - 5

26 APPENDIX I Item Transacting Related Parties Recipient Provider Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Actual Value from 27 December 2013 to LPD (RM 000) 27. FELDA F Prodata Interested Major Shareholder: See notes (1), (3) and (7) Provision of IT services 6, F Prodata FELDA Office rental FELDA F Prodata Provision on installation 12,213 GPS / GIS service 30. F Prodata Lunas Technology Sdn Bhd Interested Major Shareholder: - Nil - Azly Sham Kamaruddin See note (12) Sales of IT products F Kernel FGV Interested Major Shareholder: - FAHC See notes (1) and (2) Management fee 83 - Nil 32. F Kernel FELDA Interested Major Shareholder: See notes (1) and (7) Office rental 108 A - 6

27 APPENDIX I Item Transacting Related Parties Recipient Provider Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Actual Value from 27 December 2013 to LPD (RM 000) 33. F Bulkers FELDA Interested Major Shareholder: See note (1) Office rental 15 - Nil 34. FELDA F Properties Interested Major Shareholder: See notes (1), (3) and (7) Natural resource income sharing FELDA F Properties Provision of Project Management Consultant (PMC) services 36. F Properties FELDA Office rental FELDA FPM Interested Major Shareholder: See notes (1), (5) and (7) Sales of fertiliser 35,344 - YB Datuk Noor Ehsanuddin Mohd Harun Narrashid A - 7

28 APPENDIX I Item Transacting Related Parties Recipient Provider Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Actual Value from 27 December 2013 to LPD (RM 000) 38. FELDA F Travel Interested Major Shareholder: See notes (1), (3), (6), (7) and (10) Travel and accommodation services 11,242 - Datuk Haji Faizoull Ahmad - Dato Mohd Khusairi Haji Abdul Talib 39. DOP FELDA Interested Major Shareholder: See notes (1), (3) and (7) Office rental 164 Sales of packed product 2 TOTAL 1,109,874 Notes: (1) FELDA is the major shareholder of FGV with 20.00% direct interest and 18.66% indirect interest in FGV through its direct shareholdings in FAHC, a wholly-owned subsidiary of FELDA. FELDA is also the major shareholder of FHB with 38.66% indirect interest in FHB through its direct and indirect interest in FGV. FELDA is also the major shareholder of Felda Uralkali Sdn Bhd with 50.00% direct interest. (2) FAHC is a major shareholder of FGV with 18.66% direct interest in FGV. A - 8

29 APPENDIX I (3) YB Tan Sri Haji Mohd Isa is a director in FGV, FELDA and FAHC. He is also a director in DOP, FHB, F Agricultural, F Engineering, F Palm Industries, F Prodata, F Properties, F Security, F Transport and F Travel. (4) Tan Sri Dato Sabri Ahmad was a director in FGV, DOP, F Transport and F Agricultural within 6 months preceding the date of transaction. However, on 15 July 2013, Tan Sri Dato Sabri Ahmad ceased to be a director of F Transport, F Agricultural and DOP. On 29 August 2013, he ceased to be a director of FGV. (5) YB Datuk Noor Ehsanuddin Mohd Harun Narrashid is a director in FGV and FELDA. He is also a director in FHB, FPM and F Palm Industries. (6) Datuk Haji Faizoull Ahmad is a director of FGV, the Director-General of FELDA and the Chairman of the Board of KPF. He is also a director in FAHC, FHB, F Palm Industries, F Security and F Travel. (7) Mohd Emir Mavani is a director in FGV, FELDA and FAHC. He is also a director in DOP, FHB, FPM, F Kernel, F Palm Industries, F Prodata, F Properties, F Transport and F Travel. (8) Datuk Dr. Salmiah Ahmad is a director in FGV, F Agricultural and F Rubber Industries. (9) Datuk Dr. Omar Salim is a director in FHB, FELDA and FAHC. (10) Dato Mohd Khusairi Haji Abdul Talib is a director in F Travel and FELDA. (11) Datuk Nozirah Bahari is a director of FGV, FHB, FELDA and FAHC. (12) 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% 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 major shareholder of Lunas Technology Sdn Bhd with 80.00% direct interest in Lunas Technology Sdn Bhd. A - 9

30 APPENDIX I B. Details of the RRPT to be entered into by the FGV Group with Related Parties under the Proposed New of Shareholders Mandates Item Transacting Related Parties Recipient Provider Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Estimated value from forthcoming AGM on 25 June 2014 to next AGM (RM 000) 1. FHB FELDA Interested Major Shareholder: - FAHC See notes (1), (2), (3), (4), (5), (6), (8) and (10). Office rental 4,260 - YB Datuk Noor Ehsanuddin Mohd Harun Narrashid - Datuk Haji Faizoull Ahmad - Datuk Dr Omar Salim - Datuk Nozirah Bahari 2. F Palm Industries FGV Interested Major Shareholder: - FAHC See notes (1), (2), (3), (4), (5) and (6). Management fee 55,000 - YB Datuk Noor Ehsanuddin Mohd Harun Narrashid A - 1

31 APPENDIX I Item Transacting Related Parties Recipient Provider Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Estimated value from forthcoming AGM on 25 June 2014 to next AGM (RM 000) - Datuk Haji Faizoull Ahmad 3. F Palm Industries 4. F Palm Industries 5. FELDA F Palm Industries 6. FELDA F Palm Industries FELDA Interested Major Shareholder: - YB Datuk Noor Ehsanuddin Mohd Harun Narrashid - Datuk Haji Faizoull Ahmad See notes (1), (3), (4), (5) and (6) Purchase of fresh fruit bunches 3,242,178 FELDA Office rental 2,795 Sales of bunch ash 309 Payment to JCC 17, F Agricultural FGV Interested Major Shareholder: - FAHC See notes (1), (2), (3), (6) and (7) Management fee 10,870 - Datuk Dr. Salmiah Ahmad A - 2

32 APPENDIX I Item Transacting Related Parties Recipient Provider Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Estimated value from forthcoming AGM on 25 June 2014 to next AGM (RM 000) 8. FELDA F Agricultural Interested Major Shareholder: See notes (1), (3) and (6) (ii) Sales of seeds palms (ii) Provision of consultancy and lab analysis services 9. F Agricultural FELDA Land and building rental 2,383 7, F Rubber Industries FGV Interested major shareholders: - FAHC See Notes (1), (2) and (7) Management fee Datuk Dr. Salmiah Ahmad 11. F Rubber Industries 12. F Rubber Industries FELDA Interested major shareholders: - Nil FELDA is a major shareholder of FGVH by virtue of its direct shareholding of 20% Purchase of Rubber 145,595 FELDA Office rental 876 A - 3

33 APPENDIX I Item Transacting Related Parties Recipient Provider Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Estimated value from forthcoming AGM on 25 June 2014 to next AGM (RM 000) 13. F Engineering 14. FGV F Engineering FGV Interested Major Shareholder: - FAHC See notes (1), (2) and (3) Management fee 107 Provision of construction and renovation service 6, FELDA F Engineering Interested Major Shareholder: See notes (1) and (3) Provision of maintenance and consultancy service 85, F Engineering FELDA Office rental 1, F Transport FGV Interested Major Shareholder: - FAHC See notes (1), (2), (3) and (6) Management fee 5, FGV F Transport Provision of courier services 236 A - 4

34 APPENDIX I Item Transacting Related Parties Recipient Provider Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Estimated value from forthcoming AGM on 25 June 2014 to next AGM (RM 000) 19. FELDA F Transport Interested Major See notes (1), (3) and (6) Provision of courier services 665 Shareholder: 20. F Transport FELDA Office rental 1, FELDA F Transport Jetty commission 1, F Security FGV Interested Major Shareholder: - FAHC See notes (1), (2), (3) and (5) Management fee FGV F Security Provision of security services Datuk Haji Faizoull Ahmad 24. FELDA F Security Interested Major See notes (1), (3) and (5) Provision of security services 32,000 Shareholder: 25. F Security FELDA Office rental Datuk Haji Faizoull Ahmad A - 5

35 APPENDIX I Item Transacting Related Parties Recipient Provider Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Estimated value from forthcoming AGM on 25 June 2014 to next AGM (RM 000) 26. F Prodata FGV Interested Major Shareholder: - FAHC See notes (1), (2), (3) and (6) Management fee 5, FGV F Prodata Provision of IT services 3, FELDA F Prodata Interested Major Shareholder: See notes (1), (3) and (6) Provision of IT services 22, FELDA F Prodata Provision on installation GPS / GIS service 273, F Prodata FELDA Office rental 1, F Prodata Lunas Technology Sdn Bhd Interested Major Shareholder: - Nil See note (11) Sales of IT products 29,181 - Azly Sham Kamaruddin A - 6

36 APPENDIX I Item Transacting Related Parties Recipient Provider Interested Major Shareholders/ Directors and persons connected with them Nature of relationship as at the LPD Nature of RRPT Estimated value from forthcoming AGM on 25 June 2014 to next AGM (RM 000) 32. F Kernel FGV Interested Major Shareholder: - FAHC See notes (1) and (2) Management fee Nil 33. F Kernel FELDA Interested Major Shareholder: See notes (1) and (6) Office rental F Bulkers FELDA Interested Major Shareholder: See note (1) Office rental 61 - Nil 35. FELDA F Properties Interested Major Shareholder: See notes (1), (3) and (6) Natural resource income sharing 36. FELDA F Properties Provision of Project Management Consultant (PMC) service 37. F Properties FELDA Office rental ,208 A - 7

37 Item Transacting Related Parties Recipient Provider Interested Major Shareholders/ Directors and persons connected with them 38. FELDA FPM Interested Major Shareholder: - YB Datuk Noor Ehsanuddin Mohd Harun Narrashid 39. FPM Felda Uralkali Sdn Bhd Interested Major Shareholder: - Datuk Haji Faizoull Ahmad 40. FELDA F Travel Interested Major Shareholder: - Datuk Haji Faizoull Ahmad - Dato Mohd Khusairi Haji Abdul Talib APPENDIX I Nature of relationship as at the LPD Nature of RRPT Estimated value from forthcoming AGM on 25 June 2014 to next AGM (RM 000) See notes (1), (4) and (6) Sales of fertilisers 116,634 See notes (1) and (5) Purchase of raw material (Muriate of Potash) 57,650 See notes (1), (3), (5), (6) and (9) Travel and accommodation services 37,099 A - 8