MSM Malaysia Holdings Berhad Annual Report 2020

ADDITIONAL COMPLIANCE INFORMATION I n compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the following information is provided: 1. UTILISATION OF PROCEEDS RAISED FROM CORPORATE PROPOSALS There were no proceeds raised from corporate proposals during the financial year ended 31 December 2020. 2. SHARE BUY-BACKS During the financial year ended 31 December 2020, 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 2020. 4. AMERICANS DEPOSITORY RECEIPT (ADR) OR GLOBAL DEPOSITORY RECEIPT (GDR) PROGRAMME The Company did not sponsor any ADR or GDR programme during the financial year ended 31 December 2020. 5. MATERIAL SANCTIONS AND/OR PENALTIES During the financial year ended 31 December 2020, 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 2020 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 2020. 8. PROFIT GUARANTEE No profit guarantee was given by the Company in respect of the financial year ended 31 December 2020. 9. MATERIAL CONTRACTS Save for those disclosed in the Financial Statements and below, there is no other material contract entered into by the Company or its subsidiaries either still subsisting at the financial year ended 31 December 2020 or entered into since the end of the previous financial 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. However, 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) At the 9 th Annual General Meeting (AGM) held on 17 June 2020, the Company had obtained a Shareholders’ mandate from its Shareholders for the existing Recurrent Related Party Transactions of revenue or trading nature for MSM and its subsidiary companies (“MSM”) and Shareholders’ mandate for the new Recurrent Related PartyTransactions of revenue or trading nature for MSMMalaysia Holdings Berhad (MSM) (RRPT Shareholders’ Mandate). The RRPT Shareholders’ Mandate is valid until the conclusion of the forthcoming 10 th AGM of the Company. The Company proposes to seek a renewal of the RRPT Shareholders’ Mandate at its forthcoming 10 th AGM. The renewal of the RRPT Shareholders’ Mandate, if approved by the Shareholders, will be valid until the conclusion of the Company’s next 11 th AGM. The details of the proposed renewal of the RRPT Shareholders’ Mandate will be disclosed in the Circular to Shareholders which will be sent together with the Notice of the 10 th AGM. Pursuant to paragraph 10.09(2)(b) and paragraph 3.1.5 of Practice Note of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the details of the Recurrent Related Party Transaction of revenue or trading nature entered into during the financial year ended 31 December 2020 are as follows: Transacting Parties Nature of Relationship Nature of Transaction Transaction Value for the year ended 31 December 2020 (estimate) RM’000 2020 (actual) RM’000 MSM Malaysia Holdings Berhad Group (MSM) and FGV Group Interested Major Shareholders: Interested Directors: Interested person connected: • FAHC • FGV Sugar • KPF • FGV • FELDA • Dato’ Haris • Dato’ Amir Provision of management services 9,000 2,819 MSM Malaysia Holdings Berhad Group (MSM) and FGV Prodata Interested Major Shareholders: Interested Directors: Interested person connected: • FAHC • FGV Sugar • KPF • FGV • FELDA • Dato’ Haris • Dato’ Amir Provision of information technology (IT) services 1,000 2 MSM Malaysia Holdings Berhad Group (MSM) and FGV Security Interested Major Shareholders: Interested Directors: Interested person connected: • FAHC • FGV Sugar • KPF • FGV • FELDA • Dato’ Haris • Dato’ Amir Provision of security services 3,000 1,138 MSM Malaysia Holdings Berhad Group (MSM) and FELDA Interested Major Shareholders: Interested Directors: Interested person connected: • FAHC • FGV Sugar • KPF • FGV • FELDA • Dato’ Haris • Dato’ Amir 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 2022 Rental payment Monthly 2,000 409 MSM MALAYSIA HOLDINGS BERHAD Annual Repor t 2020 109 SUSTAINABILITY REPORT EFFECTIVE LEADERSHIP CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION DETAILS OF THE ANNUAL GENERAL MEETING