BOUSTEAD HOLDINGS BERHAD

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1 BOUSTEAD HOLDINGS BERHAD Summary of Key Matters Discussed at the Fifty-Sixth Annual General Meeting ( 56 th AGM ) of Boustead Holdings Berhad ( BHB or the Company ) held at Mutiara Ballroom, Ground Floor, Royale Chulan Damansara, 2 Jalan PJU 7/3, Mutiara Damansara, Petaling Jaya on Thursday, 12 April 2018 at 2.30 p.m. PRESENT Board of Directors: YBhg. Gen. Tan Sri Dato Mohd Ghazali Hj. Che Mat (R) (Chairman) YBhg. Tan Sri Dato Seri Lodin Wok Kamaruddin (Group Managing Director or GMD ) YBhg. Dato Wira (Dr.) Megat Abdul Rahman Megat Ahmad (Senior Independent Non-Executive Director) YBhg. Datuk Azzat Kamaludin (Non-Independent Non-Executive Director) YBhg. Dato Sri Ghazali Mohd Ali (Executive Director) YBhg. Datuk Francis Tan Leh Kiah (Independent Non-Executive Director) YBhg. Datuk Zainun Aishah Ahmad (Independent Non-Executive Director) Shareholders: As per the Attendance List Proxies: As per the Attendance List IN ATTENDANCE Company Secretary: Tasneem Mohd Dahalan External Auditors: Messrs. Ernst & Young Poll Administrator: Tricor Investor & Issuing House Services Sdn Bhd Scrutineers: Asia Securities Sdn Bhd Boustead Holdings Berhad AGM 2018_Summary Key Matters Page 1 of 4

2 1.0 Opening Address by Chairman The Chairman highlighted to the Shareholders the Group s performance for the financial year ended 31 December The Group delivered exceptional results, with all six Divisions contributing positively to the bottom line amidst heightened competition and headwinds faced by the markets. The Company rose above the challenges to deliver a record profit before tax of RM1.1 billion. Profit after tax leaped to RM923 million compared to RM589 million previous year. This was primarily achieved on the back of gains realised from the disposal of plantation land. The Chairman also informed that the Group had declared and paid a total dividend of 11 sen per share for 2017, representing a 3.8% yield based on the closing stock price for the financial year. 2.0 Presentation by the Group Managing Director The Group Managing Director (GMD) briefed on the financial performance of BHB and its group of companies ( Group ) for the financial year ended 31 December The presentation slides covered explanation on the following areas: - Group Financial Performance; - Revenue; - Revenue by Division; - Revenue Segmental Contribution for 2017; - Profit Before Tax; - Profit Before Tax by Division; - Shareholders Equity; - Net Assets Per Share vs Share Price; and - Dividend Per Share vs Dividend Yield. 3.0 Matters raised by the Minority Shareholder Watchdog Group (MSWG) MSWG via a Letter dated 6 April 2018 raised several questions, which were replied by the Company via a letter dated 10 April 2018 and shared with the members of the Company during the AGM. Among the issues highlighted were the following: Strategic / Financial Matters 1. Business Strategies a) The Group s corporate initiatives to unlock the value of business and the key challenges as well as the reasons of some wholly-owned subsidiaries had ceased operations. b) The steps for reviewing the Group s business strategies for companies with potential to contribute positively to the Group s bottom line. c) The list of subsidiaries reported in Key Audit Matters which are operating in losses and/or depleting shareholders funds. Boustead Holdings Berhad AGM 2018_Summary Key Matters Page 2 of 4

3 2. Property Division On the acquisition of 6.59 acres of prime freehold land on Jalan Cochrane for residential development and launching of 448 condominiums in a) The expected gross development values (GDV) for the residential development and the 448 condominiums at Jalan Cochrane respectively. b) The expected profit contribution to the Group s bottom-line. 3. Pharmaceutical Division On the efforts by Research & Development (R&D) to achieve new development of more than 250 products by a) Clarification on the new products and categories from the perspective of the Group s long term strategy in manufacturing, logistics and distribution as well as the Indonesian operations. b) Classification on generic or innovator products. c) The R&D efforts and its annual cost. Corporate Governance Matters 1. Formalisation of the gender diversity policy, target and measures to reflect the Company s commitment towards gender diversity. 2. Facilitating or providing platform for shareholders to vote remotely without being physically present at the Company s AGM. A copy of the letter from MSWG and the Company s reply is attached herewith as Appendix A. 4.0 Significant Matters raised by Shareholders Shareholders/Proxies raised the following significant matters which were duly answered by the Board and members of Senior Management. 1. As part of the Group s expansion strategy, its plantation entity, Boustead Plantations Berhad embarked on the proposed acquisition of 11,600 ha of land in Sabah. The Group aimed to invest in upgrading and improving the productivity and yield of the new estates over the next two years through the implementation of effective measures to be undertaken by Management. 2. On the Group s plan to maintain the dividend payout, the Group continues to review the business potential of the subsidiary companies in order to improve the contributions to the Group s bottom-line. Apart from maintaining cost effectiveness, the Group is committed to improving efficiencies by divesting investments that do not have long-term prospects as well as ceasing operations of certain subsidiaries which are not performing well. Boustead Holdings remain committed in delivering value to the shareholders. Boustead Holdings Berhad AGM 2018_Summary Key Matters Page 3 of 4

4 3. On the threat of possible corruption in the pharmaceutical sector, the Group recognises its responsibilities in fighting against grafts and remains committed to upholding high ethical conduct and integrity across the organisation. 4. The Heavy Industries Division (via Boustead Heavy Industries Corporation Berhad (BHIC)) undertook transformation initiatives to increase operational efficiency. The Board looked forward for BHIC share prices to improve as a result of investors confidence in the measures undertaken by the BHIC Group. Overall, the Group expected the result for FY2018 to be satisfactory with good contribution from all the divisions. 5.0 Resolution Passed All resolutions tabled at the 56 th AGM were passed by shareholders as follows: Resolution 1 Resolution 2 Resolution 3 Resolution 4 Resolution 5 Re-election of Tan Sri Dato Seri Lodin Wok Kamaruddin Re-election of Datuk Francis Tan Leh Kiah Re-election of Datuk Zainun Aishah Ahmad Payment of Directors fees for the financial year ended 31 December 2017 Payment of Directors allowances and benefits for the financial year ended 31 December 2017 Resolution 6 Payment of Directors fees, allowances and other benefits from 1 January 2018 until the conclusion of the next Annual General Meeting of the Company. Resolution 7 Resolution 8 Resolution 9 Resolution 10 Resolution 11 Resolution 12 Re-appointment of Messrs. Ernst & Young as Auditors of the Company Authority to Directors to Allot and Issue Ordinary Shares Renewal of Shareholders Mandate for Recurrent Related Party Transactions Additional Shareholders Mandate for Recurrent Related Party Transactions Retention of Gen. Tan Sri Dato Mohd Ghazali Che Mat (R) as an Independent Director Retention of Dato Wira (Dr.) Megat Abdul Rahman Megat Ahmad as an Independent Director Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions were voted by poll. The Annual General Meeting concluded at 4.30 p.m. Boustead Holdings Berhad AGM 2018_Summary Key Matters Page 4 of 4

5 Appendix A

MALAYAN BANKING BERHAD (3813-K) 54 th Annual General Meeting dated 7 April 2014 SUMMARY OF MINUTES

54 th Annual General Meeting ( AGM ) of MALAYAN BANKING BERHAD (3813-K) held at Grand Ballroom, Level 1, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Thursday, 7 April 2014,