2.1 The notice convening the meeting, having been circulated and with the consent of the shareholders present, was taken as read.
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1 TUNE PROTECT GROUP BERHAD (Company No K) ( the Company ) (Incorporated in Malaysia) Page 1 of 8 MINUTES of the Sixth Annual General Meeting ( 6 th AGM ) of held at Golden Screen Cinemas ( GSC ), 4 th Floor, 1 Utama Shopping Centre, 1, Lebuh Bandar Utama, Bandar Utama City Centre, Bandar Utama, Petaling Jaya, Selangor Darul Ehsan on Monday, 22 May 2017 at 10:00 a.m. PRESENT: - As per attendance list 1.0 CHAIRMAN OF THE MEETING 1.1 Before proceeding with the meeting, the Chairman informed that pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice of the 6 th AGM dated 28 April 2017 will be put to vote by way of poll and the voting for all the resolutions will take place after the conclusion of the deliberations of all the businesses to be transacted. 1.2 With the requisite quorum being present, the Chairman of the Board of Directors, Mr. Ng Soon Ng Siek Chuan ( Mr. Ng ), called the meeting to order at 10:00 a.m. 2.0 NOTICE OF MEETING 2.1 The notice convening the meeting, having been circulated and with the consent of the shareholders present, was taken as read. 2.2 The meeting continued with En. Razman Hafidz bin Abu Zarim ( En. Razman ) giving a brief presentation as per Annexure A to the shareholders. Answers to questions raised by the Minority Shareholders Watchdog Group ( MSWG ) and the answers in response to the questions as per Annexure B, were also presented to the shareholders. The Chairman thanked En. Razman for the presentation. 3.0 AGENDA NO. 1 TO RECEIVE THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER Mr. Wan Heng Wah, Mr. Tham Chee Yen, Mr. Quah Ban Aik from the Minority Shareholder Watchdog Group, Mr. Koay Chiang Loong and Mr. Lim Pin Yeong posted enquiries and commented on the Audited Financial Statements for the Financial Year ended 31 December 2016 ( FYE2016 ). En. Razman and Tan Sri (Dr.) Anthony Francis Fernandes responded to them accordingly.
2 Page 2 of The shareholders enquiries included, among others, the impact of Malaysian Aviation Commission s ( MAVCOM ) new ruling, the insurance claims ratio, the royalty payment comparison, the re-takaful business and opportunities in Thailand and Indonesia. A summary of the answers is as follows:- (a) Group ( the Group ) is working on several initiatives to address the impact of MAVCOM s new ruling in relations to Opt In requirement affecting the Group s Travel business, it has brought the Group and AirAsia Berhad closer, and the Group is optimistic that the business will recover and continue to grow. (b) The Group has re-structured the operations in Thailand and will concentrate on profitable lines of business in Thailand and new business growth. (c) The Group continues to look for acquisition opportunities in Indonesia. The Group has obtained an approval from the Labuan Financial Services Authority ( LFSA ) on the proposed establishment of a re-takaful window within its wholly owned subsidiary, Tune Protect Re Ltd ( TPR ), which may complement the Group s search for opportunities in Indonesia. (d) On average, the claims under travel insurance experienced by the Group were around 5% a year. However, the average may increase slightly when the new initiatives have been introduced. (e) In relation to the recurrent related party transaction for the royalty payment of 2% to Tune Group, the independent lawyers, appointed by the Group, have reviewed licensing agreements across various industries and the conclusion was that the amount was well within the global accepted range. This was confirmed by Mr. George Miranda, a Partner with the independent lawyers. (f) (g) The re-takaful window to be established within its wholly owned subsidiary, TPR will not have any significant impact on the capital requirements of the Group. The Group continues to work hard to make claims easy for customers. 3.3 The Chairman explained that the Audited Financial Statements for the FYE2016 together with the Reports of the Directors and Auditors as received and duly tabled at the 6 th AGM is in accordance with Section 340(1)(a) of the Companies Act, The Chairman further explained that the Audited Financial Statements for the FYE2016 were for discussion only under Agenda 1, as it did not require shareholders approval. Therefore, it would not be put for voting. 3.4 With that, the Chairman concluded the questions and answers session for Agenda 1, and proceeded to the next agenda item.
3 Page 3 of AGENDA NO. 2 ORDINARY RESOLUTION 1 FINAL DIVIDEND COMPRISING A SINGLE TIER DIVIDEND OF 5.2 SEN PER ORDINARY SHARE IN RESPECT OF THE FINANCIAL YEAR ENDED 31 DECEMBER The Chairman invited questions and noted there were none and continued with the said 4.2 Ordinary Resolution 1 was proposed by Mr. Ng Kwong Yong and seconded by Mr. Chiew Sing Cheong. 5.0 AGENDA NO. 3 ORDINARY RESOLUTION 2 TO APPROVE DIRECTORS FEES WITH EFFECT FROM FINANCIAL YEAR ENDING 31 DECEMBER The Chairman invited questions and noted there were none and continued with the said 5.2 Ordinary Resolution 2 was proposed by Mr. Ng Kwong Yong and seconded by Mr. Cheong Shih Kian. 6.0 AGENDA NO. 4(a) ORDINARY RESOLUTION 3 RE-ELECTION OF DATUK KAMARUDIN BIN MERANUN 6.1 The Chairman invited questions and noted there were none and continued with the 6.2 Ordinary Resolution 3 was proposed by Mr. Tham Chee Yeen and seconded by Mr. Cheong Shih Kian. 7.0 AGENDA NO. 4(b) ORDINARY RESOLUTION 4 RE-ELECTION OF TAN MING-LI 7.1 The Chairman invited questions and noted there were none and continued with the said 7.2 Ordinary Resolution 4 was proposed by Mr. Ng Kwong Yong and seconded by Mr. Chiew Sing Cheong. 8.0 AGENDA 5 ORDINARY RESOLUTION 5 RE-APPOINTMENT OF AUDITORS 8.1 The Chairman invited questions and noted there were none and continued with the said
4 Page 4 of Ordinary Resolution 5 was proposed by Mr. Khoo Ming Siang and seconded by Mr. Michael Indran Gopalan. 9.0 AGENDA 6 SPECIAL BUSINESS ORDINARY RESOLUTION 6 AUTHORITY TO ALLOT SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT, The Chairman invited questions and noted there were none and continued with the said 9.2 Ordinary Resolution 6 was proposed by Mr. Chiew Sing Cheong and seconded by Mr. Lim Pin Yeong AGENDA 7 SPECIAL BUSINESS ORDINARY RESOLUTION 7 PROPOSED RENEWAL OF EXISTING AND NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 10.1 The Chairman invited questions and noted there were none and continued with the said 10.2 Ordinary Resolution 7 was proposed by Mr. Chiew Sing Cheong and seconded by Ms. Siew Wing Yee AGENDA 8 SPECIAL BUSINESS ORDINARY RESOLUTION 8 AUTHORITY TO ALLOT SHARES TO RAZMAN HAFIDZ BIN ABU ZARIM 11.1 The Chairman invited questions and noted there were none and continued with the said 11.2 Ordinary Resolution 8 was proposed by Ms. Young Swee Ting and seconded by Mr. Chiew Sing Cheong POLLING PROCESS 12.1 For polling purposes, the Chairman declared the closure of the registration for attendance at the 6th AGM at 11:10 a.m. and called upon Ms. Wong Yoke Fun of Tricor Investor & Issuing House Services Sdn. Bhd., the representative of the Poll Administrator to brief on the polling procedures. Ms. Wong Yoke Fun explained the polling procedures which would be conducted via
5 Page 5 of 8 Tricor e-vote apps and Tricor s e-vote apps video was shown to the shareholders. The Chairman adjourned the 6th AGM at 11:15 a.m. for 15 minutes for the polling. The Chairman informed that Poll Administrator would assist shareholders/proxies facing any difficulties during the electronic polling process ANNOUNCEMENT OF RESULTS 13.1 The 6th AGM re-convened at 11:30 a.m. and the Chairman called the meeting to order for the declaration of the results. The Chairman informed that the Scrutineers, Messrs Coopers Professional Scrutineers Sdn. Bhd. has verified the poll voting results and that the poll voting results were as projected on the screen in the meeting room. The poll voting results are attached as Annexure C. Based on the poll results as Annexure C verified by the Scrutineers, the Chairman declared all resolutions tabled at the 6th AGM carried. Therefore, IT WAS RESOLVED:- Final Dividend comprising a single tier dividend of 5.2 sen per ordinary share in respect of the financial year ended 31 December 2016 to the members of the Company, as recommended by the Directors (Ordinary Resolution 1) THAT a Single Tier Dividend of 5.2 sen per ordinary share for the financial year ended 31 December 2016 be and is hereby approved. Directors Fees and benefits with effect from the financial year ending 31 December 2017 (Ordinary Resolution 2) THAT the following payment of Directors Fees and Benefits be and are hereby approved: - (a) (b) (c) Directors Fees amounting to RM101,000 per annum for the Non-Executive Chairman and RM78,000 per annum per Non-Executive Director with effect from the financial year ending 31 December 2017; Directors Fees in respect of the Board s Audit Committee amounting to RM28,000 per annum for the Non-Executive Committee Chairman and RM23,000 per annum per other Committee Member with effect from the financial year ending 31 December 2017; Directors Fees in respect of the Board s Risk Management Committee amounting to RM28,000 per annum for the Non-Executive Committee Chairman and RM23,000 per annum per other Committee Member with effect from the financial year ending 31 December 2017;
6 Page 6 of 8 (d) (e) (f) Directors Fees in respect of the Board s Nomination & Remuneration Committee amounting to RM28,000 per annum for the Non-Executive Committee Chairman and RM23,000 per annum per other Committee Member with effect from the financial year ending 31 December 2017; Directors Fees in respect of the Board s Investment Committee amounting to RM44,000 per annum for the Non-Executive Committee Chairman and RM37,000 per annum for per other Committee Member with effect from the financial year ending 31 December 2017; and Meeting allowance of RM2,500 per attendance per Board Director and per Board Committee Member. Re-election of Datuk Kamarudin Bin Meranun (Ordinary Resolution 3) THAT Datuk Kamarudin bin Meranun, the Director who retired pursuant to Article 123 of the Company s Articles of Association, being eligible for re-election, be reelected to serve on the Board of Directors of the Company. Re-election of Tan Ming-Li (Ordinary Resolution 4) THAT Ms. Tan Ming-Li, the Director who retired pursuant to Article 123 of the Company s Articles of Association, being eligible for re-election, be re-elected to serve on the Board of Directors of the Company. Re-election of Auditors (Ordinary Resolution 5) THAT Messrs. Ernst & Young be and are hereby appointed as Auditors of the Company and to hold office until the conclusion of the next Annual General Meeting of the Company at a fee to be determined by the Board of Directors. Authority to issue shares pursuant to Sections 75 and 76 of the Companies Act, 2016 (Ordinary Resolution 6) THAT pursuant to Sections 75 and 76 of the Companies Act, 2016 and subject to the approval of relevant authorities, the Directors be and are hereby empowered to issue shares in the Company from time to time 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 issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and also empowered to obtain approval for the listing of and quotation for the additional shares so issued on the Main Market of Bursa Malaysia Securities Berhad AND THAT such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.
7 Page 7 of 8 Proposed Renewal of Existing and New Shareholders Mandate for Recurrent Related Party Transactions of a revenue or trading nature (Ordinary Resolution 7) THAT subject to the Listing Requirements of Bursa Malaysia Securities Berhad, the Company and its subsidiary companies shall be mandated to enter into such recurrent related party transactions of a revenue or trading nature and which are necessary for the day-to-day operations of the Company and/or its subsidiaries ( RRPTs ) with the related parties as set out in Section 2.4 of the Circular, subject further to the following:- (i) (ii) the RRPTs are entered into in the ordinary course of business and are on terms which are not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company; disclosure is made in the annual report of the breakdown of the aggregate value of the RRPTs conducted pursuant to the shareholders mandate during the financial year based on the following information: (a) (b) the type of RRPTs made; and the names of the related parties involved in each type of the RRPT made and their relationship with the Company. If the actual value of any of the RRPT exceeds the estimated value disclosed in Section 2.4 of the Circular by 10% or more, the Company will make an immediate announcement, which will include the information as may be prescribed, to Bursa Malaysia Securities Berhad. (iii) the shareholders mandate is subject to annual renewal and this shareholders mandate shall only continue to be in full force until: (a) (b) (c) the conclusion of the next AGM of the Company following the AGM at which this shareholders mandate is approved, at which time it will lapse, unless by a resolution passed at the next AGM, such authority is renewed; the expiration of the period within which the next AGM 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 revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting,
8 Page 8 of 8 whichever is the earliest. THAT the Directors of the Company and/or any one of them be and are hereby authorised to complete and do all such acts and things as they consider necessary or expedient in the best interest of the Company, including executing all such documents as may be required or necessary and with full powers to assent to any modifications, variations and/or amendments as the Directors of the Company in their discretion deem fit and expedient to give effect to the RRPTs contemplated and/or authorised by this Ordinary Resolution. AND THAT as the estimates given for the RRPTs specified in Section 2.4 of the Circular being provisional in nature, the Directors of the Company and/or any one of them be and are hereby authorised to agree to the actual amount or amounts thereof provided always that such amount or amounts comply with the procedures set out in Section 2.7 of the Circular. Authority to allot shares to Razman Hafidz bin Abu Zarim (Ordinary Resolution 8) THAT the Directors be and are hereby authorised to allot up to 1,000,000 ordinary shares ( Tune Protect Group Shares ) to En. Razman, the Chief Executive Officer of the Company pursuant to his exercise of options offered to him under the Employees Share Option Scheme ( ESOS ) from time to time and subject always to such terms and conditions and/or any adjustments which may be made in accordance with the provisions of the By-Laws OTHER ORDINARY BUSINESS 14.1 The Secretary informed the meeting that she has not received any due notice to transact any other business CLOSE OF MEETING 15.1 There being no other matters, the meeting closed at 11:35 a.m. with a vote of thanks from Mr. Chiew Sing Cheong to the Chair.
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