DUTCH LADY MILK INDUSTRIES THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the course of action you should take, please consult your stockbroker, bank manager, solicitor, accountant or other appropriate independent professional adviser immediately. Bursa Malaysia Securities Berhad has not perused this Circular and 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 in reliance upon the whole or any part of the contents of this Circular.
DUTCH LADY MILK INDUSTRIES BERHAD (Registration No. 196301000165 (5063-V))
(Incorporated in Malaysia under the then Companies Ordinances, 1940-1946)
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS'
MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING
NATURE ("PROPOSED SHAREHOLDERS' MANDATE")
The ordinary resolutions in respect of the above proposals will be tabled at the Fifty-Eighth Annual General Meeting of the Company. The Notice of the Fifty-Eighth Annual General Meeting and the Form of Proxy of Dutch Lady Milk Industries Berhad have been circulated in accordance with the Company's constitution and are available on the Company's website. The Fifty-Eighth Annual General Meeting of Dutch Lady Milk Industries Berhad will be held fully virtual through live streaming and online remote voting from the Broadcast Venue at Gallery 3, Level 3, New World Petaling Jaya Hotel, Paradigm, 1, Jalan SS7/26A, Kelana Jaya, 47301 Petaling Jaya, Selangor, Malaysia on Tuesday, 25 May 2021 at
10.00 a.m. Please follow the procedures set out in the Administrative Guide in order to register, participate and vote remotely.
You are requested to complete the Form of Proxy and deposit it at the office of Boardroom Share Registrars Sdn Bhd at Ground Floor or 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan not later than 48 hours before the time set for holding the Meeting or any adjournment thereof by electronic means using the Boardroom Smart Investor Portal at https://www.boardroomlimited.mynot later than 48 hours before the time set for holding the Meeting or any adjournment thereof. Please refer to the Administrative Guide in the Notice of AGM. The lodging of the Form of Proxy will not preclude you from attending and voting at the Meeting should you subsequently wish to do so.
Last date and time for lodging the Form of Proxy | : Sunday, 23 May 2021 at 10.00 a.m. |
Date and time of Annual General Meeting | : Tuesday, 25 May 2021 at 10.00 a.m. |
This Circular is dated 26 April 2021
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DEFINITIONS
Except where the context otherwise requires, the following definitions shall apply throughout this Circular:
"Act" | : | Companies Act, 2016, as amended from time to time | |||
and any re-enactment thereof | |||||
"AGM" | : | Annual General Meeting | |||
"Board" | : | Board of Directors of DLMI | |||
"Bursa Securities" | : | Bursa Malaysia Securities Berhad | |||
"Constitution" | : | The Constitution of DLMI, as amended from time | |||
to time | |||||
"DLMI" or "the Company" | : | Dutch Lady Milk Industries Berhad (Registration | |||
No. 196301000165 (5063-V)) | |||||
"FCBV" | : | FrieslandCampina B.V., the Netherlands | |||
"FCDM" | : | FrieslandCampina | DLMI Malaysia | Holding | B.V., |
the Netherlands | |||||
"FC(T)" | : | FrieslandCampina Foremost (Thailand) Plc, Thailand | |||
"FCI" | : | FrieslandCampina | International | Holding | B.V, |
the Netherlands | |||||
"FCN" | : | FrieslandCampina Nederland B.V., the Netherlands | |||
and its subsidiaries | |||||
"FC(S)" | : | FrieslandCampina (Singapore) Pte Ltd, Singapore | |||
"FCSCAP" | : | FrieslandCampina Service Centre Asia Pacific Sdn Bhd, | |||
Malaysia | |||||
"FFI" | : | P.T. Frisian Flag Indonesia, Indonesia | |||
"Listing Requirements" | : | The Main Market Listing Requirements of Bursa | |||
Securities, including any amendments thereto that | |||||
may be made from time to time | |||||
"Proposed Shareholders' Mandate" | : | Proposed renewal of existing shareholders' mandate | |||
for Recurrent Related Party Transactions of a Revenue | |||||
or Trading Nature | |||||
"Recurrent Related Party Transactions" or "RRPT" : | Related party transactions involving recurrent | ||||
transactions of a revenue or trading nature which are | |||||
necessary for day-to-day operations and are in the | |||||
ordinary business of DLMI |
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"Related Party/Related Parties" | : A Director, major shareholder or person connected |
with such Director or major shareholder. For the | |
purpose of this definition, "Director" and "major | |
shareholder" shall have the meaning given in | |
paragraph 10.02 of the Listing Requirements | |
"RFC" | : Royal FrieslandCampina N.V. or Koninklijke |
FrieslandCampina N.V., the Netherlands | |
"RFC Affiliated Companies" | : Subsidiary companies worldwide of RFC where it has |
direct or indirect shareholdings | |
"RFC Group" or "the Group" | : RFC and its subsidiaries |
"RM" | : Ringgit Malaysia |
"2020 Annual Report" | : Annual Report of DLMI issued for the financial year |
ended 31 December 2020 |
In this Circular, unless there is something in the subject or context inconsistent herewith, the singular includes the plural and references to gender include both genders and the neuter.
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TABLE OF CONTENTS
PAGE | ||
1. | INTRODUCTION | 5 |
2. | DETAILS OF THE PROPOSED SHAREHOLDERS' MANDATE | 5 |
3. | RATIONALE OF THE PROPOSED SHAREHOLDERS' MANDATE | 11 |
4. | EFFECTS OF THE PROPOSED SHAREHOLDERS' MANDATE | 12 |
5. | CONDITIONS TO THE PROPOSED SHAREHOLDERS' MANDATE | 12 |
6. | DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST | 12 |
7. | DIRECTORS' RECOMMENDATION | 13 |
8. | AGM | 13 |
9. | FURTHER INFORMATION | 14 |
APPENDIX I - FURTHER INFORMATION | 15 | |
EXTRACT OF ORDINARY RESOLUTION | 16 |
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DUTCH LADY MILK INDUSTRIES BERHAD
Company No. 196301000165 (5063-V)
Level 5, Quill 9
112, Jalan Prof. Khoo Kay Kim
46300 Petaling Jaya
Selangor Darul Ehsan
Malaysia.
26 April 2021
Board of Directors:
Dato' Zainal Abidin bin Putih (Chairman/Senior Independent Non-Executive Director) Tarang Gupta (Managing Director)
Datin Seri Sunita Mei-Lin Rajakumar (Independent Non-Executive Director) Saw Chooi Lee (Independent Non-Executive Director)
Bernardus Hermannus Maria Kodden (Non-IndependentNon-Executive Director) Dato' Dr Rosini binti Alias (Non-IndependentNon-Executive Director)
Tengku Nurul Azian binti Tengku Shahriman (Independent Non-Executive Director) Jean Serge Krol (Non-IndependentNon-Executive Director)
Kong Kam Seong (Independent Non-Executive Director)
To: The Shareholders of Dutch Lady Milk Industries Berhad
Dear Sir/Madam
PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ("PROPOSED SHAREHOLDERS' MANDATE")
-
INTRODUCTION
At the Fifty-Seventh AGM held on 23 July 2020, the Company obtained a mandate from its shareholders to enter into the RRPT with Related Parties which are necessary for its day to day operations and are in the ordinary course of business based on normal commercial terms which are not more favourable to the Related Parties than those normally available to the public and which are not to the detriment of minority shareholders ("2020 Shareholders' Mandate").
The 2020 Shareholders' Mandate shall lapse at the conclusion of the forthcoming Fifty-Eighth AGM of the Company scheduled on 25 May 2021 unless a new mandate for RRPT is obtained from the shareholders at the AGM.
The Board of Directors ("Board") of DLMI has on 25 February 2021 announced its intention to seek shareholders' approval for renewal of the 2020 Shareholders' Mandate for the Recurrent Related Party Transactions with the Related Parties as set out in Section 2.3 of this Circular.
The purpose of this Circular is to provide you with the relevant details of the Proposed Shareholders Mandate and to seek your approval for the resolution thereto to be tabled at the forthcoming AGM, which will be held virtually at Gallery 3, Level 3, New World Petaling Jaya Hotel, Paradigm, 1, Jalan SS7/26A, Kelana Jaya, 47301 Petaling Jaya, Selangor, Malaysia on Tuesday, 25 May 2021 at 10 a.m. - DETAILS OF THE PROPOSED SHAREHOLDERS' MANDATE
2.1 Provisions under the Listing Requirements
Pursuant to paragraph 10.09 of Chapter 10 of the Listing Requirements, the Company may seek a shareholders' mandate for Recurrent Related Party Transactions of a revenue or trading nature which are necessary for its day-to-day operations subject to the following:- - the transactions are in the ordinary course of business and are on terms not more favourable to the Related Parties 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 such transactions conducted pursuant to the shareholders' mandate during the financial year; and
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Dutch Lady Milk Industries Bhd published this content on 23 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2021 08:55:01 UTC.
