FGV Berhad : Questions/Comments Received from the Shareholders/Proxies/Corporate Representatives and Responses

QUESTIONS/COMMENTS RECEIVED FROM THE SHAREHOLDERS/ PROXIES/CORPORATE REPRESENTATIVES AND FGV HOLDINGS BERHAD'S ("FGV" OR "THE COMPANY") RESPONSES DURING FGV'S 13TH ANNUAL GENERAL MEETING (AGM)

A. QUESTIONS/COMMENTS RESPONDED DURING AGM

NO.	FROM	QUESTION		ANSWER
1	Isnan Fitri Mohd	What are the measures being taken	FGV has turned to profitability in 2020 with Profit
	Azmi	to bring FGV back to profitability?	Before Zakat Tax (PBZT) of RM346 million as
		Thank you.	compared to a Loss Before Zakat Tax (LBZT) of
			RM339 million in 2019. The measures taken and
			currently underway are:
			a.	Continue to improve the efficiency of the
				upstream business via our continuous
				replanting program to improve our age profile
				and expanding the model plantation concept
				by replicating the best and lean practices at a
				larger scale.
			b.	To reposition FGV Group as a leading food and
				agribusiness company with more emphasis
				given on expanding our branded food
				consumer products segment.
			c.	Making progress in our integrated farming
				business, which we started in 2020.
			d.	Continue our cost saving initiatives through
				prudent procurement spending and adopting
				new technology for smarter spending.
			FGV is also positioning for value creation and
			sustainable growth through four key strategic
			thrusts, namely operational improvements, product
			and market penetration, new growth areas, as well
			as financial and capability building.
2	Isnan Fitri Mohd	I would like to know what are the	To mitigate COVID-19 impact, FGV has responded
	Azmi	measures taken or being taken to	with:
		mitigate the COVID-19 impact to	a.	Establishment of a COVID-19 Task Force that
		FGV? Thanks.		coordinates FGV's SOP for all eventualities.
			b.	COVID-19 Risk Assessment.
			c.	COVID-19 Impact Analysis.
			d.	Implemented a set of Key Interruption
				Indicators (KII) to track interruptions to critical
				operations and the status of infection among
				staff/workforce, which provides information for
				the COVID-19 Task Force.
3	Isnan Fitri Mohd	Would appreciate if you could tell me	The Group will work towards reducing our
	Azmi	what are the fundamental principles	dependence on commodity businesses, with palm
		that FGV is looking for in terms of its	oil remaining to be the mainstay of our business.
		long-term growth? Thank you.	This includes redeploying some of our resources
			into higher value-add business segments
			synergistically to mitigate against palm oil
			commodity price fluctuations. This will allow us to
			generate higher returns for our stakeholders in the
			long run.

NO.

FROM

QUESTION

ANSWER

4

Isnan Fitri Mohd

May I know what are the plans for

FELDA is positively supporting FGV's efforts to

Azmi

FGV's non-core assets or JVs if FELDA

enhance the value of FGV, including divestment of

takeover, delisting or

privatisation

non-core and non-profitable assets to strengthen

materialised? Thank you.

FGV's financial position. Furthermore, there are

potential synergies and collaboration that could be

further evaluated for some of these assets.

5

Azlene

Ariffin

Good morning. May I know what is

At the end

of

the

takeover

offer

period

on

FGV's comment on the current

15 March 2021, FELDA has received valid

outcome of the FELDA takeover offer?

acceptances in respect of the Offer Shares resulting

Please explain on what the outcome

in FELDA and the Persons Acting in Concert (PAC)

means to FGV. What can the

holding 80.99% of the total issued shares of FGV

shareholders expect

next? Thank

(excluding treasury shares).

you.

As at 19 March 2021, FGV's public shareholding

spread is 13.99% and on 24 March 2021, FGV

Board announced that Bursa Malaysia Securities

Berhad, had vide its letter dated 23 March 2021,

granted the Company an extension of time of six

months until 3 August 2021 to comply with the

Public Spread Requirement under Bursa Malaysia

Securities

Berhad

Main

Market

Listing

Requirements.

FGV will remain as a listed entity until further

developments in

respect of

this

matter

and

FGV will continue with its transformation initiatives

in the best interest of its shareholders.

6

Azlene

Ariffin

Could you please explain how would

At this juncture, FGV has the support of FELDA to

FGV's future look like after the

continue with its business plan (BP21) initiatives.

takeover offer by FELDA? Thank you.

FGV will continue its efforts and expedite its

strategy focusing on growing FGV's high value-

added businesses such as integrated farming and

consumer products. In addition, several initiatives

involving capturing synergies, emphasising best

practices implementation to improve efficiency,

fast go-to-market, and cost optimisation are

underway across FELDA and FGV Group.

7

Azlene

Ariffin

Would appreciate for you to clarify

FGV is now a key subsidiary of FELDA, and we are

what are the plans for FGV should

working very closely with FELDA to ensure that the

FELDA take back the Land Lease

lands are managed efficiently as any decision made

Agreement (LLA) land? What will

regarding the lands has implications considering

happen to FGV's plantation unit since

FELDA's stake in FGV. Furthermore, as FGV is

there is only 77,875 Ha of palm oil

currently still a public listed entity, any decision on

estates to be managed? Thank you.

LLA will have to take into account the impact to the

remaining shareholders.

8

Azlene

Ariffin

The FGV Action Plan 2020 announced

FGV Action Plan 2020 under FGV's affiliation to the

recently to ensure that all of its

Fair Labour Association (FLA), is a long term

practices relating to labour, are fully

endeavour to enhance FGV's overall labour

in line with international labour

practices through various programmes and

standards. Is FGV now fully compliant

initiatives. These have been elaborated on in slide

with international labour standards?

19 in GECO's presentation earlier.

These are ongoing efforts that are subject to

independent monitoring and validation by the FLA.

The FLA issues its validation reports periodically,

which is published on FGV's and FLA's websites.

NO.	FROM	QUESTION	ANSWER
			In addition, FGV has announced on 18 June 2021
			that it will appoint an independent auditor to
			conduct an assessment on its operation as advised
			by US Customs and Border Protection (US CBP).
			Enhancing labour practices is a continuous effort,
			and FGV is committed dedicating the necessary
			energy and resources to uphold labour standards.
9	Mohd Ahzamirul	What is FGV's 2021 plantation	Due to the latest CPO price movement, we
	Aiman Ahdar	outlook, including CPO prices?	projected the CPO price to trade within the range
			of RM3,500 to RM3,700 /MT.
10	Mohd Ahzamirul	FGV has established 4 one stop	FGV currently have OSC in Lombok, Indonesia as
	Aiman Ahdar	centres (OSC) in the origin countries	well as in Chennai, Mumbai and Kolkata, India. FGV
		of the workers. Is there any plan for	is planning to open more OCS at the origin
		additional OSC?	countries i.e. Indonesia and India.
11	Mohd Ahzamirul	FGV has been talking about	FGV Integrated Farming has identified five
	Aiman Ahdar	diversifying its revenue stream by	agribusiness that could add additional revenue and
		tapping into the Integrated Farming	support the value chain of other businesses. They
		business. What is the update on this?	are high value tropical fruits, large scale paddy and
			rice farming, animal nutrition and protein,
			integrated dairy farming and end-to-end e-
			Commerce.
			The high value tropical fruits strategy is
			progressing as planned. The development of the
			MD2 pineapple seeds garden in Maokil and
			Cavendish banana plantation in Paloh have been
			completed. Harvests from these farms are
			marketed under the brand name of Ladang 57.
			Under the animal feed and nutrition business, two
			new products have been launched i.e. dairy cattle
			pallet and goat/sheep pallet adding on to the
			existing beef cattle pallet. These are distributed
			through our authorised distributors nationwide.
			Paddy farming contract farming programme or also
			known as Fortified Field Fragrance Rice (3FR)
			Programme, the rice seeds gardens in IADA Barat
			Laut Selangor and IADA Seberang Perak have been
			completed. Beras SAJI has been successfully
			launched in the market.
12	Mohd Ahzamirul	Based on your Annual Integrated	FGV Chuping Agro Valley (FCAV) is in the process
	Aiman Ahdar	Report 2020, FGV has introduced FGV	of developing to become one of the leading agro-
		Agro Valley, can you tell us the	valley hubs in Malaysia, delivering sustainable
		objective of this Agro Valley?	value to shareholders and better livelihood for the
			local community while being environmentally
			responsible. The FCAV masterplan is expected to
			generate more than 10% internal rate of return
			(IRR). FCAV masterplan consists of two major
			segments:
			a. Integrated dairy farm (3,259 ha), which shall
			consist of dairy cattle farm, fresh milk
			processing, dairy downstream products, and
			grain fodder plantation.

NO.	FROM			QUESTION					ANSWER
									b. Integrated high-value cash crops plantation
										(1,240 ha), primarily focusing on large-scale
										pineapple farming, mango plantation, oil palm
										plantation, farming of other high-value crops,
										a packaging centre, and downstream
										processing facilities.
									Post-acquisition of land and assets in Chuping, FGV
									plans to participate in a joint venture to develop an
									integrated dairy farm business and high-value cash
									crop plantation by 2025.
13	Liew Chee Meng	1. How	much does	our	Company	1.	The cost to organise the fully virtual AGM via
		spend to hold this virtual AGM plus		online meeting platform with remote
		remote	participation & voting		participation and voting facilities is around
		(RPV)?							RM320,000/-.
		2. Could the Management of our	2.	All	shareholders/proxies/	corporate
		Company be kind enough to give		representatives who are logged in during the
		away e-/meal vouchers to the		13th AGM today will receive an e-voucher worth
		event		participants	(particularly		RM50/- as a door gift that can be used to
		grateful	to	help	minority		purchase products of FGV Group from Kedai FGV
		shareholders	to	make their		at Shopee.
		respective two ends to meet
		during the current pandemics lock-
		down)?
14	Lee Wai Kuen	What is	the company's	position	in	FGV has a strong commitment to climate action.
		response to carbon print?			This is clearly embedded in FGV's Group
									Sustainability Policy. FGV has	adopted the
									no deforestation, no planting on peat land and
									no exploitation (NDPE) commitment and has been
									undertaking various initiatives to preserve
									biodiversity and to contribute to climate action.
									FGV is giving a lot of priority to address climate
									change by focusing on greenhouse gas (GHG)
									reduction efforts, renewable energy and waste
									management. For example, our 28 biogas plants,
									the largest number of biogas plants in the world in
									a single plantation company, export energy to the
									national grid and also supply electricity to a number
									of townships, among other things. We are currently
									formulating our carbon emissions target, and we
									plan to announce such target by the end of the
									year.
15	Lim Pin Yeong	1. Why	is	the	BOD	proposed	to	1.	The present Board Remunerations Policy
		increase	the	allowance	for		stipulates that Directors who attend virtual
		Directors and Chairman? In view		meetings are only entitled to RM1,000/- meeting
		of the current economic situation,		allowance per meeting, while physical
		most companies are cut pay,		attendance would accord meeting allowance of
		allowance and fees. What is the		RM2,000/- per meeting. We have also proposed
		rationale for FGV to go against the		to increase the meeting allowance for meetings
		trend?							held overseas from RM2,000/- to RM3,000/-.
		2. Is the company implement pay cut		As majority of meetings conducted in 2020 were
		for senior management staff or are		held virtually, and we expect this would be a
		they given increment instead?			norm in the foreseeable future moving forward,
										the proposed increase of the meeting allowance

NO.	FROM	QUESTION			ANSWER
		3. The privatisation of FGV has failed.	is to accommodate this practice. The increase is
		What was the total cost incurred	only to equate fee for meeting format, whether
		by the company on this corporate	virtual or physical, as even though the meeting
		exercise?				were held virtually, the time commitment
						allocated to prepare, read the meeting material
		4. What is the future privatisation	and discussion by the Directors are the same as
		plan. if any?			physical attendance.
		5. If not. is the public spread issue	2. We	implemented	salary	deductions	at
		address accordingly?			approximately 8% for our General Managers
						and above through the compulsory unpaid leave
						(12 days), and 20% reduction of senior
						management's car allowance. On the other
						hand, salary increment for 2021 was given to all
						employees who met their performance target in
						2020.
						3. The	total cost	incurred	by FGV	was
						approximately RM1.2 million.	This amount
						covers the cost for independent advisor, legal
						advisor, and administrative cost.
						4. The privatisation plan is a shareholder matter,
						and FGV is not privy to such information.
						5. As at 15 June 2021, FGV's public shareholding
						spread is 13.88%. As announced on 24 March
						2021, Bursa Malaysia Securities Berhad, had
						vide its letter dated 23 March 2021, granted the
						Company an extension of time of six months
						until 3 August 2021 to comply with the minimal
						25% Public Spread Requirement under Bursa
						Malaysia Securities Berhad Main Market Listing
						Requirements.
						FGV would use the extension of time granted to
						formulate a rectification plan to address the
						shortfall in its public shareholding spread and to
						allow sufficient time for FELDA to formulate a
						firm plan on FGV's listing status.
16	Ong Kok Pak	Will the company answer every single	We will endeavour to answer as many pertinent
		shareholder	question	raised by	questions as possible. If there are any unanswered
		shareholders on AGM?			questions at the end of the question and answer
						session, we will publish the said questions together
						with our responses on our corporate website as
						soon as practicable.
17	Ong Kok Pak	Will the company publish all Q&A	We will publish all the questions raised by MSWG
		from shareholders	&	Minority	and shareholders together with our responses on
		Shareholders	Watch Group	(MSWG)	our corporate website as soon as practicable.
		to the company website?
18	Lee Choon Meng	If Felda participate in Economic	Yes, FGV does participate in the Vaccination
		Frontliners Vaccination	Programme?	Programme by the government. Under this
		If yes, how much per dose spend on	programme, it is estimated to cost RM400/- per
		workers?				person. FGV has yet to incur any cost and still
						studying the total cost to be incurred.