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Kumpulan Fima Berhad

(11817-V)

6

NOTICE OF

ANNUAL GENERAL MEETING

(I)

Note A

The Audited Financial Statements is for discussion only as it does not require shareholders’ approval pursuant to the provision

of Section 340(1)(a) of the Act. Hence, it is not put forward for voting.

(II) Resolution 1

Under Section 131 of the Act, a company may only make a distribution to the shareholders out of profits of the company

available if the company is solvent. On 30 May 2017, the Board had considered the amount of dividend and decided to

recommend the same for the shareholders’ approval.

The Directors of the Company are satisfied that the Company will be solvent as it will be able to pay its debts as and when the

debts become due within twelve (12) months immediately after the distribution is made on 25 September 2017 in accordance

with the requirements under Section 132(2) and (3) of the Act.

(III) Resolutions 2 and 3

Under the new Companies Act, 2016 which repealed Section 129(6) of the Companies Act, 1965 (“CA 1965”), there is no age

limit for directors. At the 44th AGM held on 24 August 2016, Tan Sri Dato’ Ir. Muhammad Radzi bin Haji Mansor and Encik Azizan

bin Mohd Noor, both of whom are above the age of 70, were re-appointed pursuant to Section 129(6) of the CA 1965 to hold

office until the conclusion of the next AGM. Their term of office, therefore will end at the conclusion of this AGM and they have

offered themselves for re-appointment.

The proposed Ordinary Resolutions 2 and 3, if passed, will enable both Tan Sri Dato’ Ir. Muhammad Radzi bin Haji Mansor and

Encik Azizan bin Mohd Noor to continue to act as Directors of the Company and they shall be subject to retirement by rotation

at a later date.

The Nomination and Remuneration Committee (“NRC”) of the Company has assessed the criteria and contribution of Tan Sri

Dato’ Ir. Muhammad Radzi bin Haji Mansor and Encik Azizan bin Mohd Noor and recommended for their re-appointment. The

Board endorsed the NRC’s recommendation that Tan Sri Dato’ Ir. Muhammad Radzi bin Haji Mansor and Encik Azizan bin Mohd

Noor be re-appointed as Directors of the Company.

(IV) Resolutions 4, 5 and 6

Section 230(1) of the Act provides amongst others, that the fees of the directors and any benefits payable to the directors

of a listed company and its subsidiaries shall be approved at a general meeting. In this respect, the Board agreed that the

shareholders’ approval shall be sought at the 45th AGM on the following payments to Directors in three (3) separate resolutions

as below:

Resolution 4

on payment of Directors’ fees for the ensuing financial year.

Resolution 5

on payment of Directors’ fees for the Non-Executive Directors who sit on the Board of Directors of subsidiary

companies from 1 April 2017 until the conclusion of the next AGM of the Company.

Resolution 6

on payment of Directors’ remuneration from 1 April 2017 until the conclusion of the next AGM of the

Company.