Minutes of 15th Annual General Meeting

MINUTES OF THE FIFTEENTH ANNUAL GENERAL MEETING OF THE COMPANY HELD AT ROOM TUNKU ABDUL RAHMAN, COMMONWEALTH HOUSE, NO. 4, JALAN BIRAH, DAMANSARA HEIGHTS, 50490 KUALA LUMPUR, ON WEDNESDAY, 7 JUNE 2017 AT 10.30 A.M.

Present:

Directors 

Koon Poh Keong (Chairman and also Shareholder)

Koon Poh Ming (Also Shareholder)

Koon Poh Weng

Dato’ Koon Poh Tat (Also Shareholder)

Loo Lean Hock

David Tan Hung Hoe

Noor Alina Binti Mohamad Faiz

Absent with Apologies

Ernest Bong Miau Fatt

In Attendance

Te Hock Wee - Company Secretary

By Invitation

Wan Shuw Yee              -    Financial Controller
Tang Nyuk Sim, Sean    -    Finance Manager
Tang Sheau Wei            -    Assistant Finance Manager
Eric Ong Beng Seng      -    Partners, KPMG PLT
Trevor Toh Kian Beng    -    Manager, KPMG PLT
Maggie Khoo May Khee      Representing KPMG PLT
Kok Shen Jian        

        
Shareholders

As per the Attendance Lists attached.

Proxies

As per the Attendance Lists attached.

CHAIRMAN

The Chairman, Dato’ Koon Poh Keong called the Meeting to order at 10.30 a.m. and welcomed all members present to the Meeting.

Dato’ Chairman thereafter introduced the Board of Directors, Company Secretary and the External Auditors of the Company to all present.  

QUORUM

The Secretary, Ms Te Hock Wee, confirmed that a quorum was present for the Meeting. With that, Dato’ Chairman declared the Meeting duly constituted.

NOTICE

The Notice convening the Meeting, having been circulated within the prescribed period, was with the consent of the members present, taken as read.

As part of good governance, Dato’ Chairman informed the members that the Company had received in total 12 proxy forms from shareholders for a total of 31,832,446 ordinary shares representing 41.08% of the total number of issued shares of the Company. 

Dato’ Chairman also informed the Meeting that pursuant to the requirements of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), all resolutions set out in the Notice of the general meeting must be voted by poll.

Dato’ Chairman further informed that the polling process would be conducted after the deliberation of all items on the Agenda. To facilitate the poll process, the Company has appointed Boardroom Business Solution Sdn. Bhd. as independent scrutineers.

AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS’ THEREON

The Audited Financial Statements of the Company for the financial year ended 31 December 2016 together with the Reports of the Directors’ and Auditors’ thereon were tabled for discussion.

Dato’ Chairman invited questions from the floor in respect of the financial statements for the financial year ended 31 December 2016. The salient issues raised were as follows:-

1.    Mr Dinesh Kumar A/L Bachulal enquired whether the Company will capitalise its retained earnings for bonus issue and the prospects of solar power industry.

Mr Koon Poh Ming, the Chief Executive Officer (“CEO”) responded that:

(i)    Although the Company has no dividend policy in place, the Company has endeavoured to reward the shareholders. During the financial year under review, the Company had declared four interim dividends. The Board took note of his proposal for bonus issue. However, the Management will weigh the potential business opportunities and always look at the best option as to meet all stakeholders’ expectation.

(ii)    There is a slowdown in solar power industry due to the drop in crude oil price. Thus, the Company has put on hold solar power project.

2.    In response to Mr Liew Chee Seng’s enquiry on the future prospects of the Company, the CEO responded that the Company has established itself as an international specialist in the design, fabrication and installation of aluminium curtain wall and cladding industry and is well positioned in the international market. Although there was no massive project secured during the year, the Management is confident with the financial performance for year 2017. 

After addressing all the questions raised, it was recorded that the Audited Financial Statements of the Company for the financial year ended 31 December 2016 together with the Directors’ and Auditors’ Reports thereon be and are hereby received by the shareholders. 

Thereafter, Dato’ Chairman went through each of the motions set out in the Notice of the 15th Annual General Meeting. 

POLL PROCEDURE

After going through all the motions set out in the Notice of the Meeting, the representative from the Company’s Share Registrar briefed the floor on the polling procedures and directed the shareholders and proxies to deposit their polling forms into the Ballot Boxes upon completion. The shareholders and proxies present were then given time to cast their votes.  

Dato’ Chairman informed that the outcome of the poll would be announced after the short break for refreshment as it would take some time for the scrutineers to tabulate the results of the poll. The Meeting was then adjourned for refreshment at 11.05 a.m. for the votes to be counted and to enable the scrutineers to present their report to Dato’ Chairman.

POLL RESULTS

The Meeting resumed at 11.25 a.m. after obtaining the report from the Scrutineers.
 

Dato’ Chairman announced the results of the poll as follows:-

On the proposal of Mr Steven Leong Kok Way and seconded by Mr Dinesh Kumar A/L Bachulal, it was unanimously RESOLVED:-  

THAT the payment of Directors’ Fees of RM95,000.00 for the financial year ended 31 December 2016 be and is hereby approved.
 

On the proposal of Mr Dinesh Kumar A/L Bachulal and seconded by Ms Sean Tang Nyuk Sim, it was unanimously RESOLVED:-  

THAT the payment of Directors’ Fees and benefits payable to the Directors up to an aggregate amount of  RM140,000.00 for the financial year ending 31 December 2017 be and is hereby approved.

On the proposal of Ms Natalie Ng Ai Lee and seconded by Mr Dinesh Kumar A/L Bachulal, it was unanimously RESOLVED:-  

THAT Mr Loo Lean Hock who retired pursuant to Article 84 of the Articles of Association of the Company be and is hereby re-elected as Director of the Company.

On the proposal of Mr Dinesh Kumar A/L Bachulal and seconded by Ms Soh Chen Chen, it was unanimously RESOLVED:-  

THAT Dato’ Koon Poh Tat who retired pursuant to Article 84 of the Articles of Association of the Company be and is hereby re-elected as Director of the Company
 

On the proposal of Mr Dinesh Kumar A/L Bachulal and seconded by Mr Paxson Ye Zhi Xiong, it was unanimously RESOLVED:-  

THAT Mr Ernest Bong Miau Fatt who retired pursuant to Article 84 of the Articles of Association of the Company be and is hereby re-elected as Director of the Company.
 

On the proposal of Mr Dinesh Kumar A/L Bachulal and seconded by Ms Ayumi Ng Ai Yun, it was unanimously RESOLVED:-  

THAT Puan Noor Alina Binti Mohamad Faiz who retired pursuant to Article 91 of the Articles of Association of the Company be and is hereby re-elected as Director of the Company.
 

On the proposal of Mr Steven Leong Kok Way and seconded by Ms Tang Sheau Wei, it was unanimously RESOLVED:- 

THAT KPMG PLT (converted from a conventional partnership, Messrs KPMG, on 27 December 2016), having indicated their willingness to accept re-appointment, be and are hereby re-appointed as Auditors of the Company at a fee to be determined by the Directors.

On the proposal of Mr Dinesh Kumar A/L Bachulal and seconded by Ms Soh Chen Chen, it was unanimously RESOLVED:-  

THAT pursuant to Section 76 of the Companies Act 2016, the Directors be and are hereby authorised to allot and issue shares in the Company at any time until the conclusion of the next Annual General Meeting and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed ten per centum (10%) of the total number of issued shares of the Company for the time being, subject always to the approval of all relevant regulatory bodies being obtained for such allotment and issuance.
 

On the proposal of Mr Steven Leong Kok Way and seconded by Ms Ayumi Ng Ai Yun, it was unanimously RESOLVED:-  

THAT authority be and is hereby given to Loo Lean Hock 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 until the conclusion of the next Annual General Meeting in accordance with the Malaysian Code on Corporate Governance 2012.
 

On the proposal of Mr Dinesh Kumar A/L Bachulal and seconded by Mr Paxson Ye Zhi Xiong, it was unanimously RESOLVED:-  

THAT authority be and is hereby given to Ernest Bong Miau Fatt 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 until the conclusion of the next Annual General Meeting in accordance with the Malaysian Code on Corporate Governance 2012.
 

Dato’ Chairman, being one of the Directors who is deemed interested in the Proposed Shareholders’ Mandate, handed the Chair over to Mr Loo Lean Hock to chair the Meeting for the resolution on Proposed Shareholders’ Mandate.

Mr Loo Lean Hock informed the Meeting that the Directors, who are also shareholders, deemed interested in the Proposed Shareholders’ Mandate are Dato’ Koon Poh Keong, Mr Koon Poh Ming, Mr Koon Poh Weng and Dato’ Koon Poh Tat. They have abstained and will continue to abstain from any deliberations in Board Meetings and voting at the Annual General Meeting on this resolution.

Mr Loo Lean Hock also informed the Meeting that the Major Shareholders namely, Press Metal Berhad, Alpha Milestone Sdn Bhd and Mr Koon Poh Kong shall accordingly abstain from voting on the resolution deliberating or approving the Proposed Shareholders’ Mandate. 

On the proposal of Mr Dinesh Kumar A/L Bachulal and seconded by Ms Tang Sheau Wei, it was unanimously RESOLVED:-  

THAT approval be and is hereby given to the Company and its subsidiaries (“PMBT Group”) to enter into recurrent related party transactions of a revenue or trading nature as set out in Section 2.3 (i) of the Circular to Shareholders dated 27 April 2017 (“Circular”) which are necessary for the PMBT Group’s day-to-day operations subject to the following:-

a)    the transactions are in the ordinary course of business and on normal commercial terms which are not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company; and

b)    the disclosure will be made in the Annual Report of the breakdown of the aggregate value of the recurrent related party transactions conducted pursuant to the Proposed Shareholders’ Mandate during the financial year on the type of recurrent related party transactions made, the names of the related parties involved in each type of recurrent related party transactions and their relationships with the Group.

THAT the authority conferred shall continue to be in force until:

i)    the conclusion of the next Annual General Meeting (“AGM”) of the Company following the forthcoming AGM at which the Proposed Shareholders’ Mandate is approved, at which time it will lapse, unless by a resolution passed at the AGM, the mandate is again renewed;

ii)    the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 340(2) of the Companies Act 2016 (“Act”) (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or

iii)    revoked or varied by resolution passed by the shareholders in general meeting,

whichever is earlier.

AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the Proposed Shareholders’ Mandate.

Mr Loo Lean Hock then handed the Chair back to Dato’ Chairman to continue with the remaining business of the Meeting.

On the proposal of Mr Dinesh Kumar A/L Bachulal and seconded by Ms Soh Chen Chen, it was unanimously RESOLVED:- 

THAT subject to the Companies Act 2016 (“Act”), the Memorandum and Articles of Association of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and the approvals of all relevant governmental and/or regulatory authorities (if any), the Company be and is hereby authorised to utilise an amount not exceeding the Company’s aggregate retained profits as at 31 December 2016 to purchase such amount of ordinary shares in the Company (“Proposed Renewal of Share Buy-Back Authority”) as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that the aggregate number of shares purchased and/or held pursuant to this resolution does not exceed ten per centum (10%) of the total number of issued shares of the Company.

THAT an amount not exceeding the Company’s retained profits be allocated by the Company for the Proposed Renewal of Share Buy-Back Authority.

THAT authority be and is hereby given to the Directors of the Company to decide at their absolute discretion to either retain the shares so purchased as treasury shares (as defined in Section 127 of the Act) and/or to cancel the shares so purchased and if retained as treasury shares, may resell the treasury shares and/or to distribute them as share dividend and/or subsequently cancel them.

THAT the authority conferred by this resolution will be effective immediately upon the passing of this resolution and will expire at:-

1. the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time the said authority will lapse unless by an ordinary resolution passed at a general meeting of the Company, the authority is renewed, either unconditionally or subject to conditions;
2. the expiration of the period within which the next AGM of the Company is required by law to be held; or
3. revoked or varied by an ordinary resolution passed by the shareholders in a general meeting;

whichever occurs first,but not so as to prejudice the completion of the purchase(s) by the Company before the aforesaid expiry date and in any event, in accordance with the provisions of the guidelines issued by Bursa Securities and/or any other relevant governmental and/or regulatory authorities (if any).

AND THAT the Directors of the Company be authorised to take all steps necessary to implement, complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the Proposed Renewal of Share Buy-Back Authority as may be agreed or allowed by any relevant governmental and/or regulatory authority.

CONCLUSION

There being no other matters, the Meeting concluded at 11.30 a.m. with a vote of thanks to the Chair.