Minutes of 17th Annual General Meeting

MINUTES OF THE SEVENTEENTH ANNUAL GENERAL MEETING OF THE COMPANY HELD AT ROOM TUNKU ABDUL RAHMAN, THE ROYAL COMMONWEALTH SOCIETY OF MALAYSIA, NO. 4, JALAN BIRAH, DAMANSARA HEIGHTS, 50490 KUALA LUMPUR, MALAYSIA ON WEDNESDAY, 26 JUNE 2019 AT 10.30 A.M.

Present:

Directors

Tan Sri Dato’ Koon Poh Keong (Chairman and also Shareholder)
Koon Poh Ming (Also Shareholder)
Koon Poh Weng (Also Shareholder)
Dato’ Koon Poh Tat (Also Shareholder)
Loo Lean Hock
Ernest Bong Miau Fatt (Also Shareholder)
Noor Alina Binti Mohamad Faiz

In Attendance

Tan Ai Ning - Company Secretary
 

By Invitation

As per the Attendance Lists attached.
 

Shareholders

As per the Attendance Lists attached.
 

Proxies

As per the Attendance Lists attached.
 

The list of shareholders and proxies who attended the Annual General Meeting (“AGM”) are as set out in the Attendance Sheets attached and shall form an integral part of these minutes.

CHAIRMAN

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

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

QUORUM

The Secretary, Ms Tan Ai Ning, confirmed that a quorum was present for the Meeting. With that, Tan Sri 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.

SUMMARY OF PROXIES RECEIVED AND POLL VOTING

As part of good governance, Tan Sri Dato’ Chairman informed all present that the Company had received in total 32 proxy forms from shareholders for a total of 88,237,668 ordinary shares representing 51.23% of the issued shares of the Company.

Tan Sri 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. Tan Sri Dato’ Chairman, in his capacity as Chairman of the Meeting, demanded for a poll to be taken on all the resolutions set out in the Notice of the Seventeenth AGM in pursuance to Clause 77 of the Company’s Constitution.

Tan Sri 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 Corporate Services Sdn Bhd (formerly known as Boardroom Corporate Services (KL) Sdn Bhd) as independent scrutineers.

AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS’ THEREON

The Audited Financial Statements of the Company for the financial year ended 31 December 2018 together with the Reports of the Directors’ and Auditors’ thereon were tabled for discussion.

Tan Sri Dato’ Chairman invited questions from the floor in respect of the financial statements for the financial year ended 31 December 2018.

In response to Mr Chua Seng Sam’s (a shareholder) enquiries pertaining to the progress of the metallic silicon factory and its production, Mr Koon Poh Ming, the Chief Executive Officer responded that the plant had started its operation since March 2019. He further informed that a presentation pertaining to progression of plant will be shared with the shareholders after the conclusion of the AGM.

After having addressed all the questions raised, it was recorded that the Audited Financial Statements of the Company for the financial year ended 31 December 2018 together with the Directors’ and Auditors’ Reports thereon be and are hereby received by the shareholders.

Thereafter, Tan Sri Dato’ Chairman went through each of the motions set out in the Notice of the Seventeenth AGM.

POLL PROCEDURE

After going through all the motions set out in the Notice of the Meeting, Mr Allen Sii Chin Leong, 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. 

Tan Sri 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 at 10.55 a.m. for the votes to be counted and to enable the scrutineers to present their report to Tan Sri Dato’ Chairman.

POLL RESULTS

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

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

It was unanimously RESOLVED:- 

THAT the payment of Directors’ Fees and benefits payable to the Directors up to an aggregate amount of RM160,000.00 for the financial year ending 31 December 2019 be and is hereby approved.

As Tan Sri Dato’ Chairman was an interested party in this resolution, he invited Mr Loo Lean Hock to take over the Chair during the deliberation of this resolution.

It was unanimously RESOLVED:- 

THAT Tan Sri Dato’ Koon Poh Keong who retired pursuant to Clause 95 of the Constitution of the Company be and is hereby re-elected as Director of the Company.

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

It was unanimously RESOLVED:- 

THAT Puan Noor Alina Binti Mohamad Faiz who retired pursuant to Clause 95 of the Constitution of the Company be and is hereby re-elected as Director of the Company.

It was RESOLVED:- 

THAT KPMG PLT 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.

It was 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.

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 twelve (12) 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.

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 and will reach the twelve (12) years term limit on 29 November 2019, 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.

As Tan Sri Dato’ Chairman was an interested party in this resolution, he handed the Chair over to Mr Loo Lean Hock for deliberation of this resolution.

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 29 April 2019 which are necessary for the PMBT Group’s day-to-day operations subject to the following:

1. 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

2. 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 Company.

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

1. 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;

2. 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

3. revoked or varied by resolution passed by the shareholders in general meeting,

whichever is the 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 Tan Sri Dato’ Chairman to continue with the remaining business of the Meeting.

It was unanimously RESOLVED:- 

THAT subject to the Companies Act 2016 (“Act”), the Constitution 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 2018 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 11.20 a.m. with a vote of thanks to the Chair.