25th AGM Minutes of Meeting



Minutes of the 25th Annual General Meeting of the Company held virtually from the Broadcast Venue at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur on Thursday, 20 May 2021 at 1:00 p.m.

Present

SHAREHOLDERS
As per attendance list

DIRECTORS

Mr Loo Choo Hong - Chairman of Meeting, Independent Non-Executive Director
Dato Sri Tiong King Sing - Managing Director (via tele-conference)
Datuk Yap Pak Leong - Senior Independent Non-Executive Director (via tele-conference)
Madam Agnes Soei-Tin Lamey - Independent Non-Executive Director (via tele-conference)
Mr Michael @ Radio bin Luban - Independent Non-Executive Director (via tele-conference)
Ms Yap Fook Fung - Alternate Director to Datuk Yap Pak Leong(via tele-conference)

CHIEF EXECUTIVE OFFICER
Datuk Pau Chiong Ung (via tele-conference)

IN ATTENDANCE

Mr Tan Kok Siong - Company Secretary
Ms Tan Bee Hwa - Company Secretary (via tele-conference)
Ms Diong Chew Yuen - Representative of TMF Administrative Services Malaysia Sdn. Bhd. (via tele-conference)

BY INVITATION
As per attendance list

AGM 25/1 CHAIRMAN

Mr Loo Choo Hong presided as the Chairman of the Meeting and welcomed all present at the Twenty-Fifth Annual General Meeting (“25th AGM”) of the Company.

The Chairman informed the Meeting that with the interest of the shareholders’ health in mind amidst the Coronavirus Disease (“COVID-19”) pandemic, the Board of Directors had decided that the 25th AGM be conducted via live stream webcast and online remote voting using the remote participation and voting facilities without physical attendance by shareholders and proxies.

Thereafter, the Chairman introduced the Board of Directors, the Company Secretary and invitees.

AGM 25/2 QUORUM

The Company Secretary confirmed that a quorum was present pursuant to the Constitution of the Company.

With the requisite quorum being present, the Chairman declared the Meeting duly convened and called the Meeting to order at 1:00 p.m.

AGM 25/3 PROCEEDINGS OF THE MEETING

The Chairman proceeded to explain the procedures in tabling and approving the proposed resolutions at the 25th AGM for the shareholders’ information.

It was noted that the voting for the 25th AGM was conducted by way of poll in compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. Shareholders’ were informed that they may exercise their right as a shareholder or proxy of the Company to pose questions to the Chairman or the Board of Directors of the Company and vote remotely via the remote participation and voting facilities.

The Chairman then explained that the Securities Commission of Malaysia had stipulated that shareholders and proxies can rely on real time submission of typed texts to exercise their rights to speak or communicate in a virtual meeting. The shareholders were advised that they may use the text box below the live stream player within the Securities Services e-Portal page to submit their questions in relation to the agenda items for the Meeting, and they shall be transmitted during the Meeting to the Board of Directors. It was further noted that the Board of Directors’ would respond to the questions transmitted by shareholders, proxies and corporate representatives via the text box after going through all the items on the Agenda.

It was noted that SS E Solutions Sdn. Bhd. was appointed as the Poll Administrator and would brief the shareholders on the conduct of the poll. Meanwhile, Commercial Quest Sdn. Bhd. was appointed as the scrutineer to validate the votes cast at 25th AGM.

The Chairman then invited the Poll Administrator, SS E Solutions Sdn. Bhd. to take the shareholders and proxies through the procedures of polling. A step-by-step guide together with a short audio clip on the online voting module within the “e-Portal” was presented to the shareholders, proxies and corporate representatives.

AGM 25/4 NOTICE OF MEETING

The Chairman informed the Meeting that the 2020 Annual Report together with the Notice of Meeting was circulated to all members on 21 April 2021. It was noted that the Notice had also been advertised in The New Straits Times newspaper. There being no objection, the Notice convening the Meeting was taken as read.

AGM 25/5 AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2020 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON

The Audited Financial Statements together with the Reports of the Directors and Auditors for the financial year ended 31 December 2020 (“AFS”), having been circulated to all the shareholders of the Company within the statutory period, were tabled before the Meeting for discussion.

The Chairman informed the Meeting that the AFS was meant for discussion only, as no shareholders’ approval was required in accordance with Section 248(1) and Section 340(1) of the Companies Act 2016. Hence, this Agenda item was not put for voting.

The Chairman then declared the AFS of the Company for the financial year ended 31 December 2020 together with the Reports of the Directors and the Auditors thereon, be received and the Chairman proceeded to the next item on the Agenda.

AGM 25/6 ORDINARY RESOLUTION 1 - PAYMENT OF DIRECTORS’ FEES

The Chairman informed the Meeting that a sum of RM250,000.00 was recommended for payment as Directors' fees for the financial year ended 31 December 2020. The following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

"THAT the payment of Directors' fees amounting to RM250,000.00 for the financial year ended 31 December 2020 be hereby approved."

AGM 25/7 ORDINARY RESOLUTION 2 - DIRECTORS’ REMUNERATION (EXCLUDING DIRECTORS’ FEES) PAYABLE TO THE BOARD OF THE COMPANY AND ITS SUBSIDIARIES

The Meeting noted that the next proposed resolution was to approve the Directors’ remuneration (excluding Directors’ Fees) payable to the Board of the Company and its subsidiaries amounting to RM150,000 for the financial period from 21 May 2021 until the next Annual General Meeting.

The following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

“THAT the payment of Directors’ remuneration (excluding Directors’ Fees) payable to the Board of the Company and its subsidiaries amounting to RM150,000.00 for the period from 21 May 2021 until the next Annual General Meeting be hereby approved.”

AGM 25/8 ORDINARY RESOLUTION 3 - RE-ELECTION OF DIRECTOR – DATUK YAP PAK LEONG

The Chairman informed the Meeting that Datuk Yap Pak Leong was subject to retirement by rotation under Clause 97 of the Company's Constitution and being eligible, had offered himself for re-election accordingly.

The Meeting noted that the profile of Datuk Yap Pak Leong was set out under the Directors’ Profile on page 14 of the 2020 Annual Report.

The following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

"THAT Datuk Yap Pak Leong who is retiring pursuant to Clause 97 of the Company’s Constitution, be hereby re-elected as Director of the Company."

AGM 25/9 ORDINARY RESOLUTION 4 - RE-ELECTION OF DIRECTOR – MADAM AGNES SOEI-TIN LAMEY

The Chairman informed the Meeting that Madam Agnes Soei-Tin Lamey was subject to retirement by rotation under Clause 97 of the Company's Constitution and being eligible, had offered herself for re-election accordingly.

The Meeting noted that the profile of Madam Agnes Soei-Tin Lamey was set out under the Directors’ Profile on page 14 of the 2020 Annual Report.

The following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

"THAT Madam Agnes Soei-Tin Lamey who is retiring pursuant to Clause 97 of the Company’s Constitution, be hereby re-elected as Director of the Company."

AGM 25/10 ORDINARY RESOLUTION 5 - RE-ELECTION OF DIRECTOR – MR MICHAEL @ RADIO BIN LUBAN

The Chairman informed the Meeting that Mr Michael @ Radio bin Luban was subject to retirement by rotation under Clause 104 of the Company's Constitution and being eligible, had offered himself for re-election accordingly.

The Meeting noted that the profile of Mr Michael @ Radio bin Luban was set out under the Directors’ Profile on page 15 of the 2020 Annual Report.

The following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

"THAT Mr Michael @ Radio bin Luban who is retiring pursuant to Clause 97 of the Company’s Constitution, be hereby re-elected as Director of the Company."

AGM 25/11 ORDINARY RESOLUTION 6 - RE-APPOINTMENT OF AUDITORS

The Meeting then proceeded to consider the re-appointment of Messrs. Baker Tilly Monteiro Heng PLT as Auditors of the Company and to authorise the Directors to fix their remuneration.

It was noted that Messrs. Baker Tilly Monteiro Heng PLT had indicated their willingness to continue in office.

The following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

"THAT Messrs. Baker Tilly Monteiro Heng PLT (AF0117) be hereby re-appointed as the Company's Auditors for the ensuing year AND THAT the Board of Directors be hereby authorised to fix their remuneration."

AGM 25/12 ORDINARY RESOLUTION 7 - AUTHORITY TO ISSUE AND ALLOT SHARES

The Meeting proceeded to consider the Proposed Ordinary Resolution 7 on the Authority to Issue and Allot Shares (“General Mandate”).

The Chairman explained that the motion, if passed, would authorise the Directors of the Company issue and allot an aggregate number of shares of not more than ten per centum (10%) of the total number of issued shares.

It was noted that the General Mandate was to provide flexibility to the Company to issue new shares without the need to convene a separate general meeting to obtain shareholders’ approval.

The following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

“THAT subject always to the Companies Act 2016, Constitution of the Company and approvals from Bursa Malaysia Securities Berhad and any other governmental/regulatory bodies, where such approval is necessary, authority be and is hereby given to the Directors pursuant to Section 75 of the Companies Act 2016 to issue and allot not more than ten percent (10%) of the total number of issued shares (excluding treasury shares) of the Company at any time upon any such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit or in pursuance of offers, agreements or options to be made or granted by the Directors while this approval is in force until the conclusion of the next Annual General Meeting of the Company pursuant to Section 76 of the Companies Act 2016 and that the Directors be and are hereby further authorised to make or grant offers, agreements or options which would or might require shares to be issued after the expiration of the approval hereof.”

AGM 25/13 ORDINARY RESOLUTION 8 - RETENTION OF DATUK YAP PAK LEONG AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR.

The Meeting proceeded to consider the Proposed Ordinary Resolution 8 on the continuing in office of Datuk Yap Pak Leong as an Independent Non-Executive Director of the Company.

The Chairman informed the Meeting that pursuant to Malaysian Code on Corporate Governance 2017 (“MCCG 2017”), the tenure of an Independent Director should not exceed a cumulative term of nine (9) years. If a person had served as an Independent Director for more than nine (9) years and shall remain as an Independent Director, the Board must provide justification and obtain shareholders’ approval.

The Chairman informed that as Datuk Yap Pak Leong had served as Independent Director beyond twelve (12) years, the voting process for the proposed resolution 8 would be carried out by two-tier voting pursuant to Practice 4.2 of MCCG 2017.

Under the two-tier voting process, shareholders’ votes were casted in the following manner:-
a) Tier 1: only the large shareholder of the Company to vote; and
b) Tier 2: shareholders other than large shareholders to vote.

The proposed resolution 8 would deem successful if both Tier 1 and Tier 2 voted support the proposed resolution.

The Chairman proceeded with the proposed Ordinary Resolution 8 on the re-appointment of Datuk Yap Pak Leong as an Independent Non-Executive Director.

The following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

“THAT authority be and is hereby given to Datuk Yap Pak Leong, who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, to continue to act as an Independent Non-Executive Director of the Company.”

AGM 25/14 ANY OTHER BUSINESS

The Meeting noted that the Company had not received any notice for transaction of any other business.

AGM 25/15 QUESTION AND ANSWER SESSION

The Chairman proceeded to open the floor for the Question and Answer Session.

It was noted that Mr Eng Beng Weng, a shareholder of the Company has raised a question and the question was subsequently answered by the Chairman as follows:-

Question: Could the Board consider giving e-voucher to shareholder as a token of appreciation for attending the 25th Annual General Meeting?

Answer: This has not been a practice of the Company. However, the Company may consider such suggestion in the future.

After dealing with the question received and there being no other questions raised, the Question and Answer Session was declared closed.

AGM 25/16 POLLING PROCESS

The Meeting proceeded with the casting of votes for all resolutions.

The step-by-step guide together with a short audio clip on the online voting module within the “e-Portal” was presented again to the shareholders, proxies and corporate representatives for their information.

The Chairman then announced that the time allowed for the casting of votes would be 10 minutes and will automatically end as per the countdown shown on the screen. Meanwhile, the counting of votes by the Poll Administrator and validation of the votes casted by the Independent Scrutineers of the would take approximately 30 minutes and the Chairman adjourned the Meeting after the conclusion of the voting session.

AGM 25/17 ANNOUNCEMENT OF POLL RESULTS

After the counting of the votes cast, the Chairman called the Meeting to order and announced the poll results as detailed hereunder:-

ResolutionsFORAGAINST
No. of ShareholdersNo.of Shares % of Voted SharesNo. of ShareholdersNo.of Shares % of Voted Shares
Ordinary Resolution 1
To approve the payment of Directors' fees amounting to RM250,000.00 for the financial year ended 31 December 2020.
17 58,652,828 99.9974 1 1,500 0.0026
Ordinary Resolution 2
To approve the payment of Directors' remuneration (excluding Directors' Fees) payable to the Board of the Company and its subsidiaries amounting to RM150,000.00 for the period from 21 May 2021 until the next Annual General Meeting of the Company.
17 58,652,828 99.9974 1 1,500 0.0026
Ordinary Resolution 3
To re-elect Datuk Yap Pak Leong, who is retiring as Director in accordance with the Clause 97 of the Company's Constitution, and being eligible, has offered himself for re-election.
19 58,652,828 99.9974 1 1,500 0.0026
Ordinary Resolution 4
To re-elect Madam Agnes Soei-Tin Lamey, who is retiring as Director in accordance with the Clause 97 of the Company's Constitution, and being eligible, has offered herself for re-election.
19 58,652,828 99.9974 1 1,500 0.0026
Ordinary Resolution 5
To re-elect Mr Michael @ Radio bin Luban, who is retiring as Director in accordance with the Clause 104 of the Company's Constitution, and being eligible, has offered himself for re-election.
19 58,652,828 99.9974 1 1,500 0.0026
Ordinary Resolution 6
To re-appoint Messrs. Baker Tilly Monteiro Heng PLT (AF0117) as Auditors of the Company and to authorise the Directors to fix their remuneration.
19 58,652,828 99.9974 1 1,500 0.0026
Ordinary Resolution 7
To approve the authority to issue and allot shares.
19 58,652,828 99.9974 1 1,500 0.0026
Ordinary Resolution 8
To approve the retention of Datuk Yap Pak Leong as an Independent Non-Executive Director.
Tier 1 (Large Shareholder)
1 21,210,322 100.0000 0 0 0.0000
Tier 2 (Other Shareholders)
18 37,444,006 99.9960 1 1,500 0.0040

Thereafter, the Chairman declared the results as follows:-

ResolutionsOutcome of Poll Results
Ordinary Resolution 1Carried
Ordinary Resolution 2Carried
Ordinary Resolution 3Carried
Ordinary Resolution 4Carried
Ordinary Resolution 5Carried
Ordinary Resolution 6Carried
Ordinary Resolution 7Carried
Ordinary Resolution 8Carried

AGM 25/18 CONCLUSION

There being no other business, the Meeting was concluded at 1:45 p.m. with a note of thanks to the Chair.



Mr Loo Choo Hong
Chairman of Meeting


General Meetings: Outcome of Meeting