AMMB Holdings Berhad ( V) (Incorporated in Malaysia)

Transcription

1 ( V) (Incorporated in Malaysia) SUMMARY OF OF THE 30 TH EXTRAORDINARY GENERAL MEETING OF THE COMPANY HELD AT MANHATTAN II, LEVEL 14 BERJAYA TIMES SQUARE HOTEL KUALA LUMPUR NO. 1 JALAN IMBI, KUALA LUMPUR ON THURSDAY, 20 AUGUST 2015 AT P.M. PRESENT : Y Bhg Dato Rohana Tan Sri Mahmood (Chairman) Y A Bhg Tun Mohammed Hanif bin Omar Y Bhg Dato Seri Ahmad Johan bin Mohammad Raslan Mr Chin Yuen Yin Mr Voon Seng Chuan Mr Soo Kim Wai Mr Shayne Cary Elliott Mr Mark David Whelan Ms Suzette Margaret Corr Members, proxies and corporate representatives as per the attendance list IN ATTENDANCE : Ms Koid Phaik Gunn (Secretary) ABSENT WITH APOLOGIES : Y Bhg Tan Sri Azman Hashim (Chairman) 1. CHAIRMAN OF THE MEETING Y Bhg Tan Sri Azman Hashim excused himself from chairing and attending the Meeting as the Meeting was considering resolutions in which he is interested as a substantial shareholder. As such, the Secretary of the Company, Ms Koid Phaik Gunn proposed that Y Bhg Dato Rohana Tan Sri Mahmood be elected the Chairman for the Meeting. Ms Loke Swan Yen seconded the motion. Y Bhg Dato Rohana Tan Sri Mahmood took the Chair and called the to order. 2. QUORUM There were present more than 5 members and proxies. The quorum requirement of Article 70 of the Company's Articles of Association had therefore been satisfied.

2 2 3. NOTICE OF MEETING The notice convening the meeting was taken as read by the members present. 4. PRESENTATION ON RECURRENT RELATED PARTY TRANSACTIONS A presentation was made by Y Bhg Datuk Mohamed Azmi Mahmood, Acting Group Managing Director on the recurrent related party transactions, details of which were as set out in the Circular to Shareholders dated 29 th July ORDINARY RESOLUTION NO. 1 : TRADING NATURE WITH AMCORP GROUP BERHAD GROUP with Amcorp Group Berhad and any of its subsidiaries and/or associated companies ( Amcorp Group ) which are necessary for the day-to-day operations of the Company and/or of its subsidiaries in the ordinary course of business on terms not more favourable to Amcorp Group than those generally available to and/or from the public and which are not detrimental to the minority shareholders of the Company, particulars of which are set out in Part of Section 2.2 of the Circular to Shareholders dated 29 July 2015 be hereby renewed and to continue in force until the conclusion of the next Annual General Meeting of the Company and that disclosure be made in the annual report of the Company of the aggregate value of such transactions conducted pursuant to the shareholder mandate granted herein during the financial year and THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary or in the interests of the Company and/or its subsidiaries and to give effect to the transactions contemplated and/or authorised by this resolution. 5.1 The motion for the above resolution was proposed by Mr William Woon Peng Wah and seconded by Madam Loke Swan Yen. 5.2 The resolution was carried. 1. Y Bhg Tan Sri Azman Hashim ( Tan Sri Azman ) is deemed interested by virtue of his common directorships and substantial shareholdings in the Company and Amcorp Group Berhad ( Amcorp ).

3 3 2. Mr Soo Kim Wai is deemed interested by virtue of his common directorships in the Company and Amcorp. He is also a person connected to Tan Sri Azman by virtue of him accustomed to act in accordance with the directions and instructions of Tan Sri Azman. 3. Amcorp is deemed interested by virtue of its direct shareholdings in the Company. 4. Clear Goal Sdn Bhd is deemed interested by virtue of its direct and indirect shareholdings in Amcorp and the Company respectively. 5. The above persons and persons connected with them abstained from the vote. 6. ORDINARY RESOLUTION NO. 2 : TRADING NATURE WITH AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED GROUP with Australia and New Zealand Banking Group Limited and any of its subsidiaries and/or associated companies ( ANZ Group ) which are necessary for the day-to-day operations of the Company and/or its subsidiaries in the ordinary course of business on terms not more favourable to ANZ Group than those generally available to and/or from the public and which are not detrimental to the minority shareholders of the Company, particulars of which are set out in Part of Section 2.2 of the Circular to Shareholders dated 29 July 2015 be hereby renewed and to continue in force until the conclusion of the next Annual General Meeting of the Company and that disclosure be made in the annual report of the Company of the aggregate value of such transactions conducted pursuant to the shareholder mandate granted herein during the financial year and THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary or in the interests of the Company and/or its subsidiaries and to give effect to the transactions contemplated and / or authorised by this resolution. 6.1 The motion for the above resolution was proposed by Mr William Woon Peng Wah and seconded by Mr Henry Tan Khoon Seng. 6.2 The resolution was carried.

4 4 1. Mr Shayne Cary Elliott, Mr Mark David Whelan and Ms Suzette Margaret Corr are deemed interested by virtue of their directorships in the Company and as persons connected to Australia and New Zealand Banking Group Limited ( ANZ ) being accustomed or under an obligation, whether formal or informal, to act in accordance with the directions or instructions of ANZ, a major shareholder of the Company that is deemed interested by virtue of it holding a 100% equity interest in ANZ Funds Pty Ltd ( ANZ Funds ). 2. ANZ Funds and ANZ are deemed interested by virtue of its respective direct and/or indirect shareholdings in the Company and the persons connected with them abstained from the vote. 7. ORDINARY RESOLUTION NO. 3 : TRADING NATURE WITH MODULAR CORP (M) SDN BHD GROUP with Modular Corp (M) Sdn Bhd and any of its subsidiaries and/or associated companies ( Modular Group ) which are necessary for the day-to-day operations of the Company and/or its subsidiaries in the ordinary course of business on terms not more favourable to Modular Group than those generally available to and/or from the public and which are not detrimental to the minority shareholders of the Company, particulars of which are set out in Part of Section 2.2 of the Circular to Shareholders dated 29 July 2015 be hereby renewed and to continue in force until the conclusion of the next Annual General Meeting of the Company and that disclosure be made in the annual report of the Company of the aggregate value of such transactions conducted pursuant to the shareholder mandate granted herein during the financial year and THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary or in the interests of the Company and/or its subsidiaries and to give effect to the transactions contemplated and/or authorised by this resolution. 7.1 The motion for the above resolution was proposed by Mr William Woon Peng Wah and seconded by Madam Loke Suan Yen. 7.2 The motion was carried and duly passed.

5 5 1. Y Bhg Tan Sri Azman Hashim ( Tan Sri Azman ) is deemed interested by virtue of Encik Ibrahim bin Hussain, who is Tan Sri Azman s son-inlaw, being a director and major shareholder of Modular Corp (M) Sdn Bhd. 2. The above persons and persons connected with them abstained from the vote. 8. CLOSURE There being no other business, the Meeting terminated at p.m. with a vote of thanks to the Chairman and the Board.