MSM Malaysia Holdings Berhad Annual Report 2019

ADDITIONAL COMPLIANCE INFORMATION In compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the following information is provided: 1. UTILIZATION OF PROCEEDS RAISED FROM CORPORATE PROPOSALS There were no proceeds raised from corporate proposals during the financial year ended 31 December 2019. 2. SHARE BUY-BACKS During the financial year ended 31 December 2019, there were no share buy-backs by the Company. 3. OPTION,WARRANTS OR CONVERTIBLE There were no option, warrant or convertible securities issued by the Company during the financial year ended 31 December 2019. 4. AMERICANS DEPOSITORY RECEIPT (ADR) OR GLOBAL DEPOSITORY RECEIPT (GDR) PROGRAM The Company did not sponsor any ADR or GDR program during the financial year ended 31 December 2019. 5. MATERIAL SANCTIONS AND/OR PENALTIES During the financial year ended 31 December 2019, there were no sanctions and/or penalties imposed on the Company and its subsidiaries, directors or management by the relevant regulatory bodies. 6. NON-AUDIT FEES During the financial year ended 31 December 2019 there was no non-audit fee services rendered to the Company by its external auditors. 7. VARIATION IN RESULTS There were no profit estimation, forecasts or projections made or released by the Company during the financial year ended 31 December 2019. 8. PROFIT GUARANTEE No profit guarantee was given by the Company in respect of the financial year ended 31 December 2019. 9. MATERIAL CONTRACTS Save as disclosed below, neither our Company nor our subsidiaries have entered into any other material contracts (not being contracts entered into in the ordinary course of business) during the year ended 31 December 2019: sale and purchase agreement dated 8 October 2019 between MSM Perlis Sdn Bhd (MSM Perlis) and F&N Agrivalley Sdn Bhd (formerly known as Rimba Perkasa Sdn Bhd) (F&N) for the disposal of 9 parcels of leasehold agricultural lands known as “Ladang Chuping” totalling approximately 4,453.92 hectares registered under MSM Perlis to F&N for a total cash consideration of RM156,000,000.00 only, subject to the terms and conditions therein. On 9 April 2020, MSM Perlis had issued a letter to F&N to exercise its rights to rescind the sale and purchase agreement. 10. DISCLOSURE OF RECURRENT RELATED PARTYTRANSACTIONS OF REVENUE NATURE (RRPT) The shareholders of MSM had at the 8 th Annual General Meeting held on 19 June 2019 gave mandate for MSM and its subsidiary companies to enter into RRPT, which are necessary for its day-to-day operations and are in the ordinary course of business in order to comply with Paragraph 10.09 of the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities). In accordance to Practice Note 12 of the MMLR of Bursa Securities, the details of RRPT made during the financial year ended 31 December 2019 pursuant to the shareholders’ mandate are as follows: Transacting Parties Nature of Relationship Nature of Transaction Transaction Value for the year ended 31 December 2019 (estimate) RM’000 2019 (actual) RM’000 MSM Malaysia Holdings Berhad Group (MSM) and FGV Group Interested Major Shareholders: Interested Directors: Interested person connected: • Nil • FGV Sugar • KPF • FGV • FELDA • FAHC • Datuk Wira Azhar • Anuar Malek • Dato’ Haris Provision of management services 10,500 6,978 MSM Malaysia Holdings Berhad Group (MSM) and FGV Prodata Interested Major Shareholders: Interested Directors: Interested person connected: • Nil • FGV Sugar • KPF • FGV • FELDA • FAHC • Datuk Wira Azhar • Dato’ Haris • Anuar Malek Provision of information technology (IT) services 1,000 190 MSM Malaysia Holdings Berhad Group (MSM) and FGV Security Interested Major Shareholders: Interested Directors: Interested person connected: • Nil • FGV Sugar • KPF • FGV • FELDA • FAHC • Datuk Wira Azhar • Dato’ Haris • Anuar Malek Provision of security services 2,500 1,491 MSM Malaysia Holdings Berhad Group (MSM) and FELDA Interested Major Shareholders: Interested Directors: Interested person connected: • Nil • FGV Sugar • KPF • FGV • FELDA • FAHC • Datuk Wira Azhar • Anuar Malek • Dato’ Haris Office rental Address Level 44, Menara FELDA Platinum Park No 11, Persiaran KLCC 50088 Kuala Lumpur Malaysia Area 15,631 sq ft Duration 23 November 2019 to 22 November 2021 Rental payment Monthly 2,000 782 KPF Trading and MSM Malaysia Holdings Berhad Group (MSM) Interested Major Shareholders: Interested Directors: Interested person connected: • Nil • FGV Sugar • KPF • FGV • FELDA • FAHC • Datuk Wira Azhar • Anuar Malek • Dato’ Haris Sale of refined sugar 48,500 3,418 MSM Malaysia Holdings Berhad Group (MSM) and KPF Trading Interested Major Shareholders: Interested Directors: Interested person connected: • Nil • FGV Sugar • KPF • FGV • FELDA • FAHC • Datuk Wira Azhar • Dato’ Haris • Anuar Malek Sale of fertilizers and agro-chemicals 1,000 - MSM Malaysia Holdings Berhad Group (MSM) and KPF Niaga Interested Major Shareholders: Interested Directors: Interested person connected: • Nil • FGV Sugar • KPF • FGV • FELDA • FAHC • Datuk Wira Azhar • Anuar Malek • Dato’ Haris Provision of motor vehicle insurance 1,000 301 MSM Malaysia Holdings Berhad Group (MSM) and Felda Engineering Interested Major Shareholders: Interested Directors: Interested person connected: • Nil • FGV Sugar • KPF • FGV • FELDA • FAHC • Datuk Wira Azhar • Anuar Malek • Dato’ Haris Provision of project management and construction services 5,000 5,792 MSM Malaysia Holdings Berhad Group (MSM) and Felda Travel Interested Major Shareholders: Interested Directors: Interested person connected: • Nil • FGV Sugar • KPF • FGV • FELDA • FAHC • Datuk Wira Azhar • Anuar Malek • Dato’ Haris Provision of travel and accommodation services 1,000 170 MSM Malaysia Holdings Berhad Group (MSM) and Felda D’Saji Interested Major Shareholders: Interested Directors: Interested person connected: • Nil • FGV Sugar • KPF • FGV • FELDA • FAHC • Datuk Wira Azhar • Anuar Malek • Dato’ Haris Provision of refreshments 1,000 70 MSM Malaysia Holdings Berhad Group (MSM) and FGV Transport Interested Major Shareholders: Interested Directors: Interested person connected: • Nil • FGV Sugar • KPF • FGV • FELDA • FAHC • Datuk Wira Azhar • Anuar Malek • Dato’ Haris Provision of freight forwarder and transportation services 3,500 3,011 MSM Malaysia Holdings Berhad Group (MSM) and FGV Fertiliser Interested Major Shareholders: Interested Directors: Interested person connected: • Nil • FGV Sugar • KPF • FGV • FELDA • FAHC • Datuk Wira Azhar • Anuar Malek • Dato’ Haris Sale of fertilisers 1,000 - FGV Rubber Industries and MSM Malaysia Holdings Berhad Group (MSM) Interested Major Shareholders: Interested Directors: Interested person connected: • Nil • FGV Sugar • KPF • FGV • FELDA • FAHC • Datuk Wira Azhar • Anuar Malek • Dato’ Haris Sale of raw material (rubber) 5,000 - 95 CORPORATE GOVERNANCE 07