MALAYSIA BUILDING SOCIETY BERHAD (9417-K) (Incorporated in Malaysia)

Transcription

1 MALAYSIA BUILDING SOCIETY BERHAD (9417-K) (Incorporated in Malaysia) Summary of the key matters discussed at the 47th Annual General Meeting of Malaysia Building Society Berhad (9417-K) held at Grand Nexus, Level 3A, No 7 Jalan Kerinchi, Bangsar South City, Kuala Lumpur on Friday, 12 May 2017 at PROXIES The Secretary informed that the following Forms of Proxy have been received:- Form of Proxy appointing Shah Rani binti Zakaria and Muhammad bin Shabirin or failing either Geetha a/p Ravindran to vote for and on behalf of Lembaga Kumpulan Wang Simpanan Pekerja who holds 3,785,331,198 shares representing 65.28% of the total shareholdings in the Company. A total of 1,133 proxy forms were received from the shareholders. NOTICE The Notice convening the Meeting having been circulated within the prescribed period, was with the permission of the Meeting, taken as read. POLL VOTE 1. Tan Sri Chairman briefed the shareholders, corporate representatives and proxies of their right to speak and vote on resolutions as set out in the notice of AGM dated 20 April In line with the Para 8.29A of the Main Market Listing Requirements, Tan Sri Chairman informed that the voting at the 47th AGM would be conducted on a poll rather than on a show of hands. This would result in a fair and accurate reflection of the view of the shareholders by ensuring that every vote was recognized and this practice would enforce greater shareholders rights and was consistent with the 1 share 1 vote principle. 3. Puan Shah Rani Zakaria representative of EPF and holding 65.28% of the total shareholding of MBSB, had requested that the voting of all the resolutions be carried out by poll. 4. Tan Sri Chairman informed that the Company had appointed the share registrar Tricor Investor & Issuing House Services Sdn Bhd ( Tricor ) to act as poll administrator to conduct the polling process. 5. Tan Sri Chairman further informed that the Company had appointed Coopers Professional Scrutineers Sdn Bhd to act as Scrutineers to verify the poll results. The poll would be conducted when the deliberations on all items to be transacted at this meeting was completed. Page 1 of 15

2 PRESENTATION OF COMPANY PERFORMANCE AND REPLY TO MSWG QUERIES 1. Tan Sri Chairman invited the President and Chief Executive Officer ( PCEO ) of the company, Datuk Seri Ahmad Zaini bin Othman ( Datuk Seri Zaini ) to present the snapshot of the Company s performance for the year The PCEO also presented the answers to queries raised by Minority Shareholder Watchdog Group ( MSWG ) in their letter dated 5 May ORDINARY BUSINESS 1.0 TO RECEIVE THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY AND OF THE GROUP FOR THE YEAR ENDED 31 DECEMBER 2016 AND REPORTS OF THE DIRECTORS AND AUDITORS THEREON Tan Sri Chairman informed that Agenda item 1 was meant for discussion only. The provision of Section 340 (1) of the Companies Act, 2016 does not require a formal approval of the shareholders for the Audited Financial Statements. As such, Agenda item 1 was not put forward for voting. The meeting then deliberated on this item. In summary, the issues raised by the shareholders/proxies were responded to by the Company as follows:- 1. Questions from Shareholder (Encik Tan Kim Teng) i. MBSB should apply to Bank Negara Malaysia ( BNM ) for the Islamic Banking License instead of embarking on the Corporate Exercise which would be costing and time consuming. The rationale for EPF in the disposal of shares in MBSB during the period 14 th to 16 th February Company Responses i. Even though MBSB had minimized the gaps, the granting of the Islamic Banking license was at the prerogative of BNM. MBSB, for the moment, would focus on materializing the merger discussions with Asian Finance Bank Berhad. EPF manages the assets of EPF through Internal and External Fund Managers. The External Fund Managers had a full discretionary mandate to trade on the market within the agreed parameters. The buying and selling of a particular portfolio would depend on the Fund Managers strategy, in balancing their portfolio. 2. Questions from Shareholder (Encik Wong Chal Khoon) i. What are the Company s plans to deal with the share premium reserve of close to RM200.0 million. The shareholder suggested that the Management look into distributing the share premium reserve as there was no longer requirement to maintain the share premium reserve under the Companies Act Page 2 of 15

3 Although MBSB is not a bank, MBSB had embarked on an impairment programme to close the gaps. BNM had already dispersed the requirement for Capital Reserve Account. Would this affect the impairment programme. Can this amount be released back to the shareholders? Company responses i. MFRS 9 will come into effect on 1 st January More provisions would be required as a result of the MFRS 9 implementation. The reserves which MBSB had set aside from the impairment programme would provide the buffer to MBSB to offset against expected losses arising from MFRS 9. Although BNM had given the allowance to Financial Institutions to do away with the Capital Reserves, there were also other ratios which was imposed on MBSB. MBSB would still need to comply with the Leverage Ratio which was a higher requirement as compared to the Capital Reserve which was the minimum capital reserve set aside. The impairment programme was a conscious effort taken by MBSB to close the gaps and to be in line with the financial industry standards. The long term objective of MBSB would be to operate on a financial platform and the impairment programme was a critical initiative towards meeting the aspiration of MBSB. 3. Questions from Shareholder (Encik Soh Kok Chong) i. It was unlikely that the merger would materialize. There should be urgency on the part of the Management to work on other mergers. i MBSB had undertaken three (3) Rights Issue exercises and should have sufficient cash to undertake a merger exercise. The funds from the Rights Issue exercise should not be left idle. The non-performing financing/loans ( NPFL ) was quite high at 2.9%. The shareholder enquired the steps taken by Management to reduce future onperforming loans and the chances of recovering the NPFL accounts. Company Responses i. MBSB was granted consent to commence negotiations with only one (1) financial institution at the moment. There were no other merger discussions apart from the current ongoing negotiations with Asian Finance Bank. The merger exercise, if materialized, would strengthen and to create a more sustainable future to the Company. i The proceeds from the Rights Issue exercise were for business expansion and not for the Corporate Exercise. The NPFL of MBSB had reduced substantially for the past nine (9) years from 30% to the current figure of 2.9%. The Management set up a dedicated collection team to manage the collections. External Agents were also engaged to facilitate the collection of NPFL. The Management was also working closely with APKP to advise customers to restructure their debts. Page 3 of 15

4 4. Questions from shareholder (Encik Leo Ann Puat) i. The reason for the increase in taxation which had increased to RM136 million from RM91 million. i Noted the impairment allowance for 2016 was RM700 million. Will the impairment for 2017 be similar to Will there be impairment in 2018? This is 3 rd attempt merger exercise. Is it necessary for MBBS to have a merger instead of trying to obtain a banking license. Can MBSB not apply for a banking license instead. Company Responses i. There had been tax adjustment during the financial year which had lowered the company s profitability. The tax adjustment was due to the reversal of deferred tax assets. The MOF had recently approved the application of FRS 139 for MBSB to apply the guidelines applicable for banks whereupon MBSB would be able to apply the collective assessment as an allowable deductible expense. i MBSB had since 2014 embarked on the three (3) year impairment programme which will complete by end of With the MFRS 9 implementation taking place in January 2018, the impairment would be based on expected losses. It would be a more efficient route in terms of resources, for MBSB to embark on a merger exercise as the platform and infrastructure was already available. 5. Questions from shareholder (Encik Ahmad bin Ibrahim) i. The name of the parties involved in the legal suit should be detailed out in note 37 of the financial statements. The reason why directors do not hold shares in MBSB. Company Responses i. The Management would include the names of the parties involved in the legal suit in future reporting. It was a personal choice of the Directors not to hold shares in MBSB. It was not an indication of lack of confidence. The Directors have full confidence in MBSB. 6. Questions from shareholder (Encik Ho Shui John Ho) i. The shareholder enquired if the item tax recoverable of RM million as stated page 140 of the financial statements was a tax overpaid or overprovided and would it be refundable. Under available for sale reserve, there was a decrease of RM million. Please explain reasons for the decrease and whether this is permanent. Page 4 of 15

5 i Property development was a business segment as detailed out on page 229 of the annual report. What would be the plans for this segment moving forward? Company Responses i. The tax was an overprovision as the Company had paid the tax earlier. MOF had approved and allowed MBSB to apply the FRS 139 guidelines to the tax computation. The Management had submitted revised tax computation to IRB. i The decrease of RM million was due to losses arising from the available for sale financial instruments. The drop in the value of the instrument was largely due to the effect arising from the outcome of the US elections. There was no real loss on the papers. It was unrealized losses at the moment. The property development segment was an old joint venture which had been entered into 15 years ago. MBSB would eventually dispose the non-core assets over the next 3 years. Tan Sri Chairman further informed that the Audited Financial Statements of the Company and of the Group for the year ended 31 December 2016 and Reports of the Directors and Auditors thereon were received. 2.0 TO DECLARE A SINGLE-TIER FINAL DIVIDEND OF 3.0 SEN PER ORDINARY SHARE FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 Tan Sri Chairman informed that the No. 1 was to declare a single-tier final dividend of 3.0 sen per ordinary share for the financial year ended 31 December was proposed by Puan Intan Sufina binti Ibrahim and seconded by Puan Huzaifah binti Zainuddin. Tan Sri Chairman informed that the poll vote would be conducted upon completion of the remaining business of the meeting. 3.0 TO APPROVE PAYMENT OF DIRECTORS FEES AMOUNTING TO RM1,110,000 FOR THE FINANCIAL YEAR ENDED 31 DECEMBER Tan Sri Chairman informed that the No. 2 was to approve payment of Directors Fees amounting to RM1,110,000 for the financial year ended 31 December was proposed by Encik Raja Chandran a/l Vengadasamy and seconded by Encik Manor Singh a/l Jora Singh. Tan Sri Chairman informed that the poll vote would be conducted upon completion of the remaining business of the meeting. 4.0 TO APPROVE PAYMENT OF DIRECTORS ALLOWANCES FROM JANUARY 2017 UNTIL THE NEXT AGM OF THE COMPANY Tan Sri Chairman informed that the 3 was to approve the payment of Directors allowances from January 2017 until the next AGM of the company. Page 5 of 15

6 Upon the proposal by Cik Nazirah Nayan and seconded by Encik Arokiadass A/L Thomas Lourdesamy, Tan Sri Chairman informed that the poll vote would be conducted upon completion of the remaining business of the meeting. 1. Question from Shareholder The estimated number of meetings for the period of January 2017 to June 2018 of 160 meetings was too high. Response from Management The number of 160 meetings was just an estimate based on the pending corporate exercise which would require more meetings to be held to see through the corporate exercise. 5.0 TO RE-ELECT ENCIK LIM TIAN HUAT, WHO RETIRE IN ACCORDANCE WITH ARTICLE 86 OF THE COMPANY S ARTICLES OF ASSOCIATION AND WHO BEING ELIGIBLE OFFER HIMSELF FOR RE-ELECTION Tan Sri Chairman informed that the 4 was to re-elect Encik Lim Tian Huat who retired pursuant to Article 86 of the Company s Articles of Association. Upon the proposal by Encik Manor Singh a/l Jora Singh and seconded by Encik Arokiadass A/L Thomas Lourdesamy, Tan Sri Chairman informed that the poll vote would be conducted upon completion of the remaining business of the meeting. 6.0 TO RE-ELECT TAN SRI ABDUL HALIM ALI, WHO RETIRE IN ACCORDANCE WITH ARTICLE 86 OF THE COMPANY S ARTICLES OF ASSOCIATION AND WHO BEING ELIGIBLE OFFER HIMSELF FOR RE-ELECTION Tan Sri Chairman handed over the meeting proceedings to Dato Jasmy bin Ismail ( Dato Jasmy ) for 5. Dato Jasmy informed that the 5 was to re-elect Tan Sri Abdul Halim Ali who retired pursuant to Article 86 of the Company s Articles of Association. Upon the proposal by Encik Ibarahim bin Ishak and seconded by Cik Nazirah Nayan, Dato Jasmy informed that the poll vote would be conducted upon completion of the remaining business of the meeting. Dato Jasmy then handed over the proceedings back to Tan Sri Chairman. 7.0 TO RE-ELECT ENCIK SAZALIZA BIN ZAINUDDIN, WHO RETIRE PURSUANT TO ARTICLE 78 OF THE COMPANY S ARTICLE OF ASSOCIATION AND WHO BEING ELIGIBLE OFFER HIMSELF FOR RE-ELECTION Tan Sri Chairman informed that the 6 was to re-elect Encik Sazaliza bin Zainuddin who retired pursuant to Article 78 of the Company s Articles of Association. Page 6 of 15

7 Upon the proposal by Encik Tan Kim Teng and seconded by Encik Manor Singh a/l Jora Singh, Tan Sri Chairman informed that the poll vote would be conducted upon completion of the remaining business of the meeting. 8.0 TO RE-ELECT DATUK JOHAR BIN CHE MAT, WHO RETIRE PURSUANT TO ARTICLE 78 OF THE COMPANY S ARTICLE OF ASSOCIATION AND WHO BEING ELIGIBLE OFFER HIMSELF FOR RE-ELECTION Tan Sri Chairman informed that the 7 was to re-elect Datuk Johar bin Che Mat who retired pursuant to Article 78 of the Company s Articles of Association. Upon the proposal by Encik Arokiadass A/L Thomas Lourdesamy and seconded by Encik Ibarahim Ishak, Tan Sri Chairman informed that the poll vote would be conducted upon completion of the remaining business of the meeting. 9.0 TO RE-ELECT PUAN LYNETTE YEOW SU-YIN, WHO RETIRE PURSUANT TO ARTICLE 78 OF THE COMPANY S ARTICLE OF ASSOCIATION AND WHO BEING ELIGIBLE OFFER HERSELF FOR RE-ELECTION Tan Sri Chairman informed that the 8 was to re-elect Puan Lynette Yeow Su-Yin who retired pursuant to Article 78 of the Company s Articles of Association. Upon the proposal by Puan Dorothy Agnes Murray and seconded by Puan Faridah Binti Mat Ali, Tan Sri Chairman informed that the poll vote would be conducted upon completion of the remaining business of the meeting TO RE-APPOINT MESSRS ERNST & YOUNG AS AUDITORS OF THE COMPANY AND TO AUTHORISE THE DIRECTORS TO DETERMINE THEIR REMUNERATION Tan Sri Chairman informed that the No. 9 was to re-appoint Messrs Ernst & Young as Auditors of the Company and to hold office until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration. Y Bhg Tan Sri Chairman informed that the representatives of Auditors were present as required under Section 285 of the Companies Act Upon the proposal by Cik Fara Wahidah Binti Abd Rani and seconded by Puan Dorothy Agnes Murray, Tan Sri Chairman informed that the poll vote would be conducted upon completion of the remaining business of the meeting TO APPROVE ENCIK AW HONG BOO TO CONTINUE TO ACT AS INDEPENDENT NON-EXECUTIVE DIRECTOR UNTIL THE CONCLUSION OF THE NEXT AGM Tan Sri Chairman informed that the No. 10 was to approve for Encik Aw Hong Boo ( Encik Aw ) to continue to act as Independent Non-Executive Director until the conclusion of the next AGM. Tan Sri Chairman informed that the tenure Encik Aw as Independent Non-Executive Director of MBSB was still less than twelve (12) years. Page 7 of 15

8 Upon the proposal by Encik Lew Kheep Seng and seconded by Encik Manor Singh a/l Jora Singh, Tan Sri Chairman informed that the poll vote would be conducted upon completion of the remaining business of the meeting. SPECIAL BUSINESS 12.0 AUTHORITY TO DIRECTORS TO ISSUE SHARES Tan Sri Chairman informed that the No. 11 was to authorize the Director of the Company to issue shares pursuant to Section 75 of the Company Act, 2016, at any time until the conclusion of the Next Annual General Meeting and provided that the aggregate number of shares to be issued does not exceed 10% of the issued share capital of the Company for the time being. Upon the proposal by Cik Hafizah Binti Mohamad Zudin and seconded by Puan Intan Sufina Binti Ibrahim, Tan Sri Chairman informed that the poll vote would be conducted upon completion of the remaining business of the meeting ALLOTMENT AND ISSUANCE OF NEW ORDINARY SHARES IN MBSB ( MBSB SHARES ) IN RELATION TO THE DIVIDEND REINVESTMENT PLAN THAT ALLOWS SHAREHOLDERS OF MBSB ( SHAREHOLDERS ) TO REINVEST THEIR DIVIDEND TO WHICH THE DIVIDEND REINVESTMENT PLAN APPLIES, IN NEW MBSB SHARES ( DIVIDEND REINVESTMENT PLAN ). Tan Sri Chairman informed that the No. 12 was to consider and to approve the allotment and issuance of new MBSB Shares pursuant to the Dividend Reinvestment Plan until the conclusion of the next Annual General Meeting. Upon the proposal by Encik Lew Kheep Seng and seconded by Encik Manor Singh a/l Jora Singh, Tan Sri Chairman informed that the poll vote would be conducted upon completion of the remaining business of the meeting PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Tan Sri Chairman informed that the Special No. 1 was to consider and to approve the amendment for Article No. 65 and Article No. 77. Upon the proposal by Encik Tan Kim Teng and seconded by Encik Manor Singh a/l Jora Singh, Tan Sri Chairman informed that the poll vote would be conducted upon completion of the remaining business of the meeting POLL PROCESS Tan Sri Chairman invited representative from Tricor to explain the procedure of the poll vote to the Members of the meeting. Puan Suzana Abd Rahim ( Puan Suzana ) of Tricor explained the procedure for the conduct of poll vote at the meeting. Page 8 of 15

9 Tan Sri Chairman declared that the meeting adjourned at 5.00 p.m. for the poll vote count and shall resume at 5.30 p.m. for declaration of poll results ANNOUNCEMENT OF POLL RESULTS 16.1 Tan Sri Chairman called the meeting to order for declaration of results. The Results was received from Tricor and the details were as follows: ORDINARY RESOLUTION 1 TO DECLARE A SINGLE-TIER FINAL DIVIDEND OF 3.0 SEN PER ORDINARY SHARE FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 The poll results in respect of 1 was as follows:- 1 4,363,891, , ,363,951, Tan Sri Chairman declared that No. 1 was duly passed as follows:- That the payment of Single-Tier Final Dividend of 3.0 sen per ordinary share for the financial year ended 31 December 2016 be approved ORDINARY RESOLUTION 2 TO APPROVE PAYMENT OF DIRECTORS FEES AMOUNTING TO RM1,110,000 FOR THE FINANCIAL YEAR ENDED 31 DECEMBER The poll results in respect of 2 was as follows:- 2 4,363,525, , ,363,718, Tan Sri Chairman declared that No. 2 was duly passed as follows:- That the payment of Directors Fees amounting to RM1,110,000 for the financial year ended 31 December 2016 be approved ORDINARY RESOLUTION 3 TO APPROVE TO THE PAYMENT OF DIRECTORS ALLOWANCES FROM JANUARY 2017 UNTIL THE NEXT AGM OF THE COMPANY. Page 9 of 15

10 The poll results in respect of 3 was as follows:- 3 4,360,294, ,424, ,363,718, Tan Sri Chairman declared that No. 3 was duly passed as follows:- That the payment of Directors Allowances from January 2017 until the next AGM of the Company be approved ORDINARY RESOLUTION 4 TO RE-ELECT ENCIK LIM TIAN HUAT WHO RETIRE IN ACCORDANCE WITH ARTICLE 86 OF THE COMPANY S ARTICLES OF ASSOCIATION AND WHO BEING ELIGIBLE OFFER HIMSELF FOR RE-ELECTION. The poll results in respect of 4 was as follows:- 4 4,363,883, , ,363,951, Tan Sri Chairman declared that No. 4 was duly passed as follows:- That Encik Lim Tian Huat who retired in accordance with Article 86 of the Company s Articles of Association be re-elected as Independent Non-Executive Director of the Company ORDINARY RESOLUTION 5 TO RE-ELECT TAN SRI ABDUL HALIM BIN ALI WHO RETIRE IN ACCORDANCE WITH ARTICLE 86 OF THE COMPANY S ARTICLES OF ASSOCIATION AND WHO BEING ELIGIBLE OFFER HIMSELF FOR RE- ELECTION. The poll results in respect of 5 was as follows:- 5 4,363,631, , ,363,718, Tan Sri Chairman declared that No. 5 was duly passed as follows:- Page 10 of 15

11 That Tan Sri Abdul Halim bin Ali who retired in accordance with Article 86 of the Company s Articles of Association be re-elected as Non-Independent Non-Executive Director of the Company ORDINARY RESOLUTION 6 TO RE-ELECT ENCIK SAZALIZA BIN ZAINUDDIN WHO RETIRE IN ACCORDANCE WITH ARTICLE 78 OF THE COMPANY S ARTICLES OF ASSOCIATION AND WHO BEING ELIGIBLE OFFER HIMSELF FOR RE- ELECTION The poll results in respect of 6 was as follows:- 6 4,358,336, ,614, ,363,951, Tan Sri Chairman declared that No. 6 was duly passed as follows:- That Encik Sazaliza bin Zainuddin who retired in accordance with Article 78 of the Company s Articles of Association be re-elected as Non-Independent Non-Executive Director of the Company ORDINARY RESOLUTION 7 TO RE-ELECT DATUK JOHAR BIN CHE MAT WHO RETIRE IN ACCORDANCE WITH ARTICLE 78 OF THE COMPANY S ARTICLES OF ASSOCIATION AND WHO BEING ELIGIBLE OFFER HIMSELF FOR RE-ELECTION The poll results in respect of 7 was as follows:- 7 4,363,871, , ,363,951, Tan Sri Chairman declared that No. 7 was duly passed as follows:- That Datuk Johar bin Che Mat who retired in accordance with Article 78 of the Company s Articles of Association be re-elected as Independent Non-Executive Director of the Company ORDINARY RESOLUTION 8 TO RE-ELECT PUAN LYNETTE YEOW SU-YIN WHO RETIRE IN ACCORDANCE WITH ARTICLE 78 OF THE COMPANY S ARTICLES OF ASSOCIATION AND WHO BEING ELIGIBLE OFFER HERSELF FOR RE-ELECTION Page 11 of 15

12 The poll results in respect of 8 was as follows:- 8 4,363,883, , ,363,951, Tan Sri Chairman declared that No. 8 was duly passed as follows:- That Puan Lynette Yeow Su-Yin who retired in accordance with Article 78 of the Company s Articles of Association be re-elected as Independent Non-Executive Director of the Company ORDINARY RESOLUTION 9 TO RE-APPOINT MESSRS ERNST & YOUNG AS AUDITORS OF THE COMPANY AND TO AUTHORISE THE DIRECTORS TO DETERMINE THEIR REMUNERATION. The poll results in respect of 9 was as follows:- 9 4,363,382, , ,363,951, Tan Sri Chairman declared that No. 9 was duly passed as follows:- That Messrs Ernst & Young be re-appointed as Auditors of the Company and the Directors be authorised to determine their remuneration ORDINARY RESOLUTION 10 TO APPROVE ENCIK AW HONG BOO TO CONTINUE TO ACT AS INDEPENDENT NON-EXECUTIVE DIRECTOR UNTIL THE CONCLUSION OF THE NEXT AGM The poll results in respect of 10 was as follows:- 10 4,363,870, , ,363,951, Tan Sri Chairman declared that No. 10 was duly passed as follows:- Page 12 of 15

13 That Encik Aw Hong Boo to continue to act as an Independent Non-Executive Director of the Company until the conclusion of the next AGM be approved ORDINARY RESOLUTION 11 AUTHORITY TO DIRECTORS TO ISSUE SHARES. The poll results in respect of 11 was as follows:- Total Votes Present & 11 4,363,451, , ,363,949, Tan Sri Chairman declared that No. 11 was duly passed as follows:- THAT subject always to the Companies Act, 2016 ( the Act ), the Articles of Association of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and the approvals of the relevant government/regulatory authorities, where such approval is required, the Directors be and are hereby authorised and empowered pursuant to Section 75 of the Act, to issue and allot shares in the Company to such persons, at any 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 to be issued does not exceed 10% of the total number of issued shares of the Company for the time being AND THAT the Directors be also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad AND THAT such authority shall continue in force until the conclusion of the next AGM of the Company ORDINARY RESOLUTION 12 ALLOTMENT AND ISSUANCE OF NEW ORDINARY SHARES IN MBSB ( MBSB SHARES ) IN RELATION TO THE DIVIDEND REINVESTMENT PLAN THAT ALLOWS SHAREHOLDERS OF MBSB ( SHAREHOLDERS ) TO REINVEST THEIR DIVIDEND TO WHICH THE DIVIDEND REINVESTMENT PLAN APPLIES, IN NEW MBSB SHARES ( DIVIDEND REINVESTMENT PLAN ). The poll results in respect of 12 was as follows:- Total Votes Present & 12 4,363,734, , ,363,949, Tan Sri Chairman declared that No. 12 was duly passed as follows:- THAT pursuant to the Dividend Reinvestment Plan as approved by the Shareholders at the Extraordinary General Meeting held on 10 December 2013, approval be and is hereby given to the Company to allot and issue such number of new MBSB Shares from time to time as may be required to be allotted and issued pursuant to the Dividend Reinvestment Plan until Page 13 of 15

14 the conclusion of the next Annual General Meeting upon such terms and conditions and to such persons as the Directors, may in their absolute discretion, deem fit and in the interest of the Company PROVIDED:- i. THAT the issue price of the said new MBSB Shares shall be fixed by the Directors at a discount of not more than ten percent (10%) to the five (5)-day volume weighted average price ( VWAP ) of MBSB Shares immediately prior to the price-fixing date, of which the VWAP shall be adjusted ex-dividend before applying the aforementioned discount in fixing the issue price. AND THAT the Directors of the Company be and are hereby authorized to do all such acts and enter into all such transactions, arrangements and documents as may be necessary or expedient in order to give effect to the Dividend Reinvestment Plan with full power to assent to any conditions, modifications, variations and/or amendments to the terms of the Dividend Reinvestment Plan as the Directors may deem fit, necessary and/or expedient in the best interest of the Company or as may be imposed or agreed to by any relevant authorities or consequent upon the implementation of the said conditions, modifications, variations and/or amendments and to take all steps as it considers necessary in connection with the Dividend Reinvestment Plan SPECIAL RESOLUTION 1 PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION The poll results in respect of Special 1 was as follows:- Total Votes Present & Special 1 4,363,871, , ,363,951, Tan Sri Chairman declared that Special No. 1 was duly passed as follows:- THAT approval be and is hereby given for the Articles of Association of the Company to be altered, modified, varied and deleted as set out as follows and that any Director be and is hereby authorized to give effect to the Proposed Amendments and to take all steps and do all acts and things in any manner as they may deem necessary to complete, finalise, implement and give full effect to the Proposed Amendments:- Article No. Existing Articles Amended Articles Article 77 Unless otherwise determined by a general meeting the number of Directors shall not be less than two Unless otherwise determined by a general meeting the number of Directors shall not be less than two or more than ten. The first or more than twelve. The first Directors of the Company shall be Yap Pheng Geck, Chong Hon Nyan and G.H.N. Horsfield. Directors of the Company shall be Yap Pheng Geck, Chong Hon Nyan and G.H.N. Horsfield. Article 65 At any general meeting (unless a poll is demanded by a person or persons present, holding or At any general meeting (unless a poll is demanded by the Chairman; or by at least three members Page 14 of 15

15 representing as proxy more than one-half of the nominal amount of the capital represented at the meeting) a declaration by the Chairman that a resolution has been carried, or carried by a particular majority, or lost or not carried by a particular majority, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. present in person or by proxy; or by any member present in person or by proxy and representing not less than ten per centum of the total voting rights of all the members having the right to vote at the meeting; or by a member holding shares in the company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than ten per centum of the total paid up shares conferring that right) a declaration by the Chairman that a resolution has been carried, or carried by a particular majority, or lost or not carried by a particular majority, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. CLOSE OF MEETING There being no notice received for any other business, the Chairman concluded the Meeting at 6.00p.m. and thanked all present for their attendance. Page 15 of 15