Minutes of 18th Annual General Meeting

MINUTES OF THE EIGHTEENTH ANNUAL GENERAL MEETING OF THE COMPANY CONDUCTED FULLY VIRTUAL AT BROADCAST VENUE AT SUITE 61 & 62, SETIA AVENUE, NO. 2, JALAN SETIA PRIMA S U13/S, SETIA ALAM, SEKSYEN U13, 40170 SHAH ALAM, SELANGOR DARUL EHSAN, MALAYSIA ON THURSDAY, 11 JUNE 2020 AT 2.30 P.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 Eighteenth Annual General Meeting (“18^th AGM”) are as set out in the Attendance Sheets attached and shall form an integral part of these minutes.

CHAIRMAN

The Chairman of the Board of Directors (“Board”), Tan Sri Dato’ Koon Poh Keong presided as Chairman of the Meeting and welcomed all members, proxies and guests to the 18^th AGM of the Company, the first fully virtual AGM conducted through live streaming and online remote voting via Remote Participation and Voting facilities (“RPV”) which is in compliance with Section 327 of the Companies Act and Clause 64 of the Constitution of the Company. Tan Sri Dato’ Chairman also informed that the virtual meeting served as precautionary measure amid coronavirus disease (“COVID-19”) and to support with the Government of Malaysia (“Government”)’s advice of social distancing of not having mass gatherings to limit the spread of the virus.

QUORUM

The Secretary, Ms Tan Ai Ning, confirmed that a quorum was present for the Meeting. Ms Tan Ai Ning also informed that a total 14 members comprising shareholders, proxies and corporate representatives, representing 79,706,646 ordinary shares had registered and were present for the AGM. With that, Tan Sri Dato’ Chairman declared the Meeting duly constituted.

Tan Sri Dato’ Chairman then proceeded to introduce the members of the Board to the shareholders. He also informed that the majority of the Directors and the Auditors of the Company were participated in the Meeting remotely in accordance with the Guidance Note on the Conduct of General Meetings issued by Securities Commission of Malaysia on 14 May 2020 with as few individuals physically present at the broadcast venue as possible.

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

As part of good governance, Tan Sri Dato’ Chairman informed all present that the Company had received in total 35 proxy forms from shareholders for a total of 164,191,700 ordinary shares representing 79.86% of the issued shares of the Company.

Out of those, there were 21 shareholders who have appointed the Chairman of the Meeting as proxy to vote on their behalf and the shares so represented were 83,262,154 ordinary shares representing 40.50% of the issued share of the Company.

POLLING AND ADMINISTRATIVE GUIDE

Tan Sri Dato’ Chairman also informed the Meeting that pursuant to the requirements of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, 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 18^th AGM in pursuance to Clause 77 of the Company’s Constitution.

The Company had appointed Tricor Investor & Issuing House Services Sdn Bhd, the Company’s Share Registrar as Poll Administrator to conduct the online voting process and Boardroom Corporate Services Sdn Bhd as the independent scruitineers to verify poll results.

Tan Sri Dato’ Chairman further informed that the polling process would be available throughout the deliberation of all the Agenda items until the announcement on the closure of voting sessions.

Poll Administrator was then invited to explain how the electronic and remote poll voting would be conducted and the housekeeping rules for the electronic and remote poll voting process vide video presentation.

AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS’ THEREON

The Audited Financial Statements of the Company for the financial year ended 31 December 2019 together with the Reports of the Directors’ and Auditors’ thereon were tabled for discussion.

It was recorded that the Audited Financial Statements of the Company for the financial year ended 31 December 2019 together with the Directors’ and Auditors’ Reports thereon be and are hereby received by the shareholders.

Tan Sri Dato’ Chairman then went through each of the motions set out in the Notice of the 18^th AGM.

QUESTION AND ANSWER (“Q&A”) SESSION

The Company had received questions from shareholders and/or proxies prior to and during the AGM via query box. The shareholders and/or proxies were informed that due to time constraints, the Board will revert via email on those questions that yet to be answered.

1. Mr Bernard Goh Boon Ping raised queries in relation to the following:-
   1. ​Industry and company outlook in terms of metallic silicon demand and aluminium related projects;
   2. Strategy plans for the above;
   3. Workforce and top management’s conditions due to the impact of coronavirus outbreak and the economic downturn; and
   4. Impact on operation if the Movement Control Order (“MCO”) be extended.​
       
   Mr Koon Poh Ming, the Chief Executive Officer (“CEO”) responded that the metallic silicon market remained challenging due to COVID-19 but was expected to improve in the future while the demand for aluminium remained stable for next 1 to 2 years.
   
   The Company was also actively looking for new business opportunities and maintained cost-competitive advantage in the market.
   
   The CEO further responded that the operation of silicon plant was not affected during the MCO as permission was granted by the Government. The Company foreseen no material impact if the MCO be extended to a longer period.
    
2. In regard to the enquiry on distribution of e-voucher for participation in the virtual AGM, the CEO responded that the Company would like to reward the shareholders through dividend as compared to e-voucher.
    
3. Mr Cheah Eng Chee enquired the reason for low Profit Before Tax of RM4.31 million (3.9%) despite high revenue was recorded for Manufacturing & Tading of RM110.5 million in the financial results for first quarter ended 31 March 2020, to which the CEO responded that the low profit margin was due to high operating expenses incurred.
    

   In response to his queries in relation to the Phase 2 PMB Silicon plant, the CEO responded that it was expected to be fully operated in third quarter with expected revenue of RM450 million for year 2020.

4. To Madam Siew Yoke Keng’s enquiry pertaining to the update or presentation on the performance of the Company, the CEO informed that a corporate video on the performance and progress of silicon plant would be shared with shareholders during the voting session.

5. The following questions were received after Q&A session had closed.
   
   Mr Lee Eng Shan (“Mr Lee”) had raised the following questions:
   1. ​Estimated delaying period for Phase 2 PMB Silicon plant commissioning date;
   2. Current capacity and utilisation rate of the silicon plant;
   3. Ability to supply to the semiconductor industry;
   4. Global cost curve position and its reason;
   5. Chinese competitors;
   6. Fund raising plan for future expansion; and
   7. Acquisition of caustic soda business.
       
   The CEO attended to Mr Lee’s questions via email informing him that the testing and commissioning of Phase 2 Silicon facility was expected to commence in third quarter of year 2020. Phase 1 PMB Silicon plant was operating in full capacity up to 36,000 mt per annum and no silicon products were supplied to semiconductor industry by the Company for the time being.
   
   The Company was in the middle to lower quartile of the global cost curve. The CEO opined that this can be impoved in view that the Company only started as a green field silicon metal player in year 2019.
   
   On market competitiveness, the CEO informed that the Company was mainly focus on Europe and America markets where there were trade barriers against the Chinese suppliers.
   
   Lastly, the CEO also responded that the Company neither have plan to raise fund for expansion nor to acquire caustic soda business now.

VOTING SESSION

After the end of the Q&A session, Tan Sri Dato’ Chairman informed that the voting session will be close after 10 minutes. Thereafter, Tan Sri Dato’ Chairman informed that the outcome of the poll would be announced after the short break as it would take some time for the scrutineers to tabulate the results of the poll. The Meeting was then adjourned at 2.55 p.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 3.35 p.m. after obtaining the report from the Scrutineers.

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

The interested Directors who are also shareholders of the Company have abstained themselves  from voting on this resolution.

It was unanimously RESOLVED:- 

THAT the payment of Directors’ Fees and benefits payable to the Independent Non-Executive Directors up to an aggregate amount of RM170,000 for the financial year ending 31 December 2020 be and is hereby approved.

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It was unanimously RESOLVED:- 

THAT Dato’ Koon Poh Tat 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 unanimously RESOLVED:- 

THAT Mr Ernest Bong Miau Fatt 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 unanimously RESOLVED:- 

THAT Mr Loo Lean Hock who retired pursuant to Clause 95 of the Constitution of the Company be and is hereby re-elected as Director of the Company.

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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 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.

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 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 13 May 2020 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 2019 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 3.41 p.m. with a vote of thanks to the Chair.