ENRA GROUP BERHAD (Company No T)

Transcription

1 ENRA GROUP BERHAD (Company No T) SUMMARY OF THE MINUTES OF THE TWENTY-FIFTH ANNUAL GENERAL MEETING OF THE COMPANY HELD AT FUNCTION ROOM 1 & 2, 1 ST FLOOR, MAIN LOBBY, TPC KUALA LUMPUR (KUALA LUMPUR GOLF & COUNTRY CLUB BHD), NO. 10, JALAN 1/70D, OFF JALAN BUKIT KIARA, KUALA LUMPUR ON WEDNESDAY, 13 SEPTEMBER AT A.M. 1.0 CHAIRMAN 1.1 The Chairman of the Board, Datuk Ali bin Abdul Kadir, extended a warm welcome to the shareholders, proxies and guests present at the Twenty-Fifth Annual General Meeting ( 25 th AGM ) of the Company. 2.0 QUORUM 2.1 The Company Secretary confirmed that a quorum was present. With the requisite quorum being present, the Meeting was called to order at a.m. 2.2 Datuk Chairman then proceeded to introduce the members of the Board of Directors and the Company Secretary present at the Meeting. Datuk Chairman congratulated Tan Sri Dato Kamaluddin bin Abdullah on being conferred the Darjah Kebesaran Panglima Setia Mahkota (P.S.M.) which carried the title Tan Sri in conjunction with the birthday of His Majesty, the Yang Di-pertuan Agong XV Sultan Muhammad V recently. 2.3 Datuk Chairman informed the meeting that representatives from the External Auditors, Messrs BDO were also present at the meeting and seated in the front row. 3.0 NOTICE 3.1 With the consent of the members present, the Notice convening the 25th AGM having been circulated within the prescribed period was taken as read. 4.0 SUMMARY OF PROXIES RECEIVED 4.1 Datuk Chairman informed the members that the Company had received in total 33 proxy forms and a certificate on appointment of corporate representative from shareholders for a total of 118,132,912 ordinary shares representing 87.56% of the total number of issued shares of the Company, excluding treasury shares. 4.2 Out of those, four shareholders had appointed Datuk Chairman as proxy to vote on their behalf and the shares so represented stood at 18,000,000 equivalent to 13.34% of the total number of issued share capital of the Company, excluding treasury shares. 4.3 Datuk Chairman encouraged the shareholders to participate, speak and vote at the Meeting. Datuk Chairman then proceeded with the business of the 25 th AGM. Page 1 of 11

2 5.0 POLL PROCEDURE 5.1 Datuk Chairman advised that pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice of the 25 th AGM would be voted by poll. 5.2 Accordingly, Datuk Chairman in his capacity as the Chairman of the Meeting, exercised his right to demand for a poll in accordance with Article 61 of the Constitution of the Company in respect of all the resolutions which would be put to vote at the 25 th AGM. The polling would be conducted via electronic or live voting after every resolution was tabled to the Meeting for consideration. 5.3 Shareholders were informed that Bina Management (M) Sdn Bhd had been appointed the Poll Administrator and Ms. Charlene Lee Pei Shyuen from Lawco Corporate Services Sdn Bhd was appointed as the Independent Scrutineer to verify the poll results. 5.4 Ms Grace Hah Xin Yi, representing the Poll Administrator, briefed the shareholders on the electronic polling procedure using handheld polling device to cast votes. The personalised polling device would reflect the respective shareholder or proxy s name and the number of shares represented. Shareholders were to cast their votes by selecting the appropriate voting options of "FOR", "AGAINST" or "ABSTAIN". The result for each resolution would be displayed on the device s screen real time. 5.5 Datuk Chairman then proceeded with the matters set out in the Agenda. 6.0 AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 MARCH 6.1 Datuk Chairman informed that the Audited Financial Statements of the Company for the financial year ended 31 March together with the Directors and Auditors Reports thereon were meant for discussion only pursuant to Section 340(1)(a) of the Companies Act 2016 and hence would not be put forward for voting. 6.2 Datuk Chairman further informed that the Company had received a list of questions from the Minority Shareholder Watchdog Group ( MSWG ) vide its letter dated 6 September. Datuk Chairman then presented the questions received from MSWG and the relevant Executive Director was called upon to provide the responses. For the benefit of the shareholders, the questions and answers were also projected on the screen, details of which are set out in Appendix II attached to these minutes. 6.3 Datuk Chairman then invited questions from the floor. The issues raised by the shareholders/proxies and responses thereto were summarised as follows: Page 2 of 11

3 (i) Madam Choo Sau Ching ( Mdm Choo ), a shareholder, enquired on the reasons for the increase in administrative expenses from RM million in FY2016 to RM million in FY at Group level. Mr Kok Kong Chin explained that the increase was mainly due to the inclusion of full year contribution from the Oil & Gas Services Division as well as increase in staff costs and Directors remuneration. (ii) In response to Mdm Choo s query as to whether the Company would continue to reward shareholders with dividend payout this year following last year s payment of interim dividends in August Tan Sri Dato Kamaluddin bin Abdullah said that the interim dividends declared in 2016 were made to distribute back to shareholders the past earnings of the Company arising from its operations as well as the disposal of some properties of the Company in 2015 considering that shareholders had not been receiving dividends for the past several years. The Board believes in rewarding its shareholders with dividends. However, the recommendation of any dividend payment would have to take into account the earnings performance of the Group's businesses as well as the growth plans and related funding needs. (iii) Mdm Choo also remarked on the lack of movement or appreciation of the Company s share price and the low tradability/liquidity of the shares in the market. Datuk Chairman shared that if investors believe in the value of the shares they hold, there would not be any offer for sale. Without the presence of willing sellers and willing buyers, there could be no trading of shares in the market which would explain the reason for the low trading volume of the Company s shares. Datuk Chairman highlighted that based on the closing price on Tuesday, 12 September at RM2.80, the Company s share price had increased by 75% since the new Management took over the Company in 2015 when the Company s share price was at RM1.60 per share. Datuk Chairman appreciated shareholders who had continued to stay invested with the Company. (iv) En Norhisam bin Sidek, the corporate representative from MSWG, posed a question to Tan Sri Dato Seri Shamsul Azhar bin Abbas on his views of the prospect of the oil and gas industry. Tan Sri Dato Seri Shamsul opined that although the Brent crude oil price appeared to be recovering, the outlook for the oil and gas industry would continue to remain challenging in the midst of advancement of cutting-edge technology in US shale production. Tan Sri Dato Seri Shamsul said that it was crucial to the industry players to reconfigure their business models and ensure the cost structure would be reflective of the low oil price. Tan Sri Dato Seri Shamsul was pleased to mention that as a service provider in the oil and gas industry, ENRA Group was focused on providing low-cost solutions wherein its subsidiary was awarded a contract in July by PETRONAS for its Yetagun gas field operations in the Andaman sea off the coast of Myanmar. Page 3 of 11

4 6.4 There being no further questions raised, it was recorded that the Audited Financial Statements of the Company for the financial year ended 31 March together with the Directors and Auditors Reports had been duly tabled and received by the shareholders. 7.0 ORDINARY RESOLUTION 1 - PAYMENT OF DIRECTORS FEES FOR FINANCIAL YEAR ENDED 31 MARCH 7.1 Datuk Chairman informed the Meeting that the first resolution on the Agenda was to approve the payment of Directors fees amounting RM400,333 for the financial year ended 31 March. 7.2 Datuk Chairman advised that in line with the recommendation of the new Malaysian Code on Corporate Governance, all the Non-Executive Directors of the Company who held shares in the Company had indicated that they would abstain from voting their respective shareholdings in respect of Ordinary Resolution 1 and Ordinary Resolution 2 relating to the payment of fees and benefits to Non-Executive Directors. 7.3 Datuk Chairman invited questions from the floor and noted that was none. Mr Lim Tan Yeow Kuan proposed and Mr Lee Kam seconded the following motion: THAT the payment of Directors fees amounting RM400,333 to the Non- Executive Directors for the financial year ended 31 March be and is hereby approved. 7.4 The motion was put to vote by poll and Datuk Chairman announced the results Ordinary Resolution 1 Payment of fees amounting to RM400,333 to the Non- Executive Directors for the financial year ended 31 March. FOR AGAINST 107,710, Based on the poll results, Datuk Chairman declared the Ordinary Resolution 1 Page 4 of 11

5 8.0 ORDINARY RESOLUTION 2 - PAYMENT OF DIRECTORS FEES AND BENEFITS UNTIL THE NEXT ANNUAL GENERAL MEETING 8.1 Datuk Chairman proceeded with the next item on the Agenda which was to seek shareholders approval for the payment of the following Directors fees and benefits: (i) Directors fees in respect of the period from 1 April until the conclusion of the next Annual General Meeting of the Company of up to RM620,000; and (ii) benefits in respect of the period from 31 January until the conclusion of the next Annual General Meeting of the Company of up to RM180, Datuk Chairman highlighted that with the enforcement of the new Companies Act 2016 on 31 January, a listed company is required to obtain the approval from the shareholders at a general meeting for fees and benefits payable to directors of a listed company and its subsidiaries. 8.3 In response to a query from Mr. Lim Tan Yeow Kuan as to the reason for the higher amount of Directors fees for the current financial year compared to previous financial year, the Company Secretary explained that there was no change in the approved Directors fee structure. The amount proposed was higher because the proposed payment would cover a total period of 17 months. Also, Dato Wee Yiaw Hin, whose fees was prorated last financial year, would receive the full amount for the current financial year. 8.4 There being no further questions raised and on the request of Datuk Chairman for a proposer, Mr. Lim Tan Yeow Kuan proposed and Mr Teh Peng Tin seconded the following motion: THAT the payment of the following fees and benefits payable to the Non- Executive Directors of the Company be and is hereby approved:- (i) (ii) Directors fees in respect of the period from 1 April until the conclusion of the next Annual General Meeting of the Company of up to RM620,000; and benefits in respect of the period from 31 January until the conclusion of the next Annual General Meeting of the Company of up to RM180,000. Page 5 of 11

6 8.5 The motion was put to vote by poll and Datuk Chairman announced the results Ordinary Resolution 2 Payment of the fees and benefits to the Non-Executive Directors of the Company until the next AGM. FOR AGAINST 107,703, Based on the poll results, Datuk Chairman declared the Ordinary Resolution ORDINARY RESOLUTION 3 - RE-ELECTION OF TAN SRI DATO SERI SHAMSUL AZHAR BIN ABBAS 9.1 Pursuant to Article 76 of the Company s Constitution, Datuk Chairman informed that Tan Sri Dato Seri Shamsul Azhar bin Abbas retired as a Director of the Company and being eligible, had offered himself for re-election. Datuk Chairman also informed the Meeting that all the Independent Directors seeking re-election at this 25 th AGM had decided to voluntarily abstain from voting in respect of his own re-election. 9.2 Mr. Lim Tan Yeow Kuan proposed and Puan Noor Asiah binti Mahmood, seconded the following motion: THAT Tan Sri Dato Seri Shamsul Azhar bin Abbas who retired pursuant to Article 76 of the Company s Constitution be and is hereby re-elected as Director of the Company. 9.3 The motion was put to vote by poll and Datuk Chairman announced the results of the poll as follows Ordinary Resolution 3 Re-election of Tan Sri Dato Seri Shamsul Azhar bin Abbas as Director of the Company FOR AGAINST 115,703, Based on the poll results, Datuk Chairman declared the Ordinary Resolution 3 Page 6 of 11

7 10.0 ORDINARY RESOLUTION 4 - RE-ELECTION OF DATUK ANUAR BIN AHMAD 10.1 Datuk Chairman informed that pursuant to Article 76 of the Company s Constitution, Datuk Anuar bin Ahmad retired as a Director of the Company and being eligible, had offered himself for re-election Mr. Lim Tan Yeow Kuan proposed and Puan Noor Asiah binti Mahmood seconded the following motion: THAT Datuk Anuar bin Ahmad who retired pursuant to Article 76 of the Company s Constitution be and is hereby re-elected as Director of the Company The motion was put to vote by poll and Datuk Chairman announced the results Ordinary Resolution 4 FOR AGAINST Re-election of Datuk Anuar bin Ahmad as Director of the Company. 114,703, Based on the poll results, Datuk Chairman declared the Ordinary Resolution ORDINARY RESOLUTION 5 - RE-ELECTION OF DATO MAZLIN BIN MD JUNID 11.1 Datuk Chairman informed that pursuant to Article 76 of the Company s Constitution, Dato Mazlin bin Md Junid retired as a Director of the Company and being eligible, had offered himself for re-election Puan Noor Asiah binti Mahmood proposed and Mr. Lim Tan Yeow Kuan seconded the following motion: THAT Dato Mazlin bin Md Junid who retired pursuant to Article 76 of the Company s Constitution be and is hereby re-elected as Director of the Company The motion was put to vote by poll and Datuk Chairman announced the results Ordinary Resolution 5 FOR AGAINST Re-election of Dato Mazlin bin Md Junid as Director of the Company. 115,704, Page 7 of 11

8 Based on the poll results, Datuk Chairman declared the Ordinary Resolution ORDINARY RESOLUTION 6 - RE-ELECTION OF DATO WEE YIAW ONG YIAW HIN 12.1 Datuk Chairman informed that Dato Wee Yiaw Hin retired as a Director of the Company pursuant to Article 83 of the Company s Constitution, and being eligible, had offered himself for re-election Mr. Lim Tan Yeow Kuan proposed and Puan Noor Asiah binti Mahmood seconded the following motion: THAT Dato Wee Yiaw Ong Yiaw Hin who retired pursuant to Article 83 of the Company s Constitution be and is hereby re-elected as Director of the Company The motion was put to vote by poll and Datuk Chairman announced the results Ordinary Resolution 6 FOR AGAINST Re-election of Dato Wee Yiaw Ong Yiaw Hin as Director of the Company. 114,710, Based on the poll results, Datuk Chairman declared the Ordinary Resolution ORDINARY RESOLUTION 7 - RE-APPOINTMENT OF EXTERNAL AUDITORS 13.1 Datuk Chairman proceeded to the next item on the Agenda which was to seek shareholders approval for the re-appointment of Messrs. BDO who had indicated their willingness to continue in office On the request of Datuk Chairman for a proposer, Puan Noor Asiah binti Mahmood proposed and Mr. Lim Tan Yeow Kuan seconded the following motion: THAT the retiring Auditors, Messrs. BDO, having indicated their willingness to continue in office, be and is hereby re-appointed as Auditors of the Company for the financial year ending 31 March 2018 and to hold office until the conclusion of the next Annual General Meeting of the Company and that the Directors be authorised to fix their remuneration The motion was put to vote by poll and Datuk Chairman announced the results Page 8 of 11

9 Ordinary Resolution 7 FOR AGAINST Re-appointment of Messrs. BDO as Auditors of the Company for the financial year ending 31 March 2018 and to authorise the Directors to fix their remuneration. 115,701, Based on the poll results, Datuk Chairman declared the Ordinary Resolution ORDINARY RESOLUTION 8 - PROPOSED RENEWAL OF AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT Having concluded the ordinary business of the Annual General Meeting, Datuk Chairman then proceeded to the special business. The next item on the Agenda, was to seek shareholders approval for the Directors to allot and issue shares of up to ten percent (10%) of the total number of issued shares of the Company (excluding treasury shares) pursuant to Sections 75 and 76 of the Companies Act In response to Mdm Choo s question as to whether the Board has plans to undertake any issuance of new shares, Datuk Chairman assured the shareholders that the Board would exercise this authority, if granted, prudently Mr. Lim Tan Yeow Kuan proposed and En. Arif Badawi bin Kamaluddin seconded the following motion: THAT subject always to the Companies Act, 2016, the Constitution (Articles of Association) of the Company and approval of governmental and/or regulatory authorities (if any), the Directors of the Company be and are hereby authorised pursuant to Sections 75 and 76 of the Companies Act, 2016, to allot and issue shares in the Company at any time and from time to time until the conclusion of the next Annual General Meeting 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 and that the Directors be and are also empowered to obtain the approval from Bursa Malaysia Securities Berhad for the listing and quotation for the additional shares to be issued The motion was put to vote by poll and Datuk Chairman announced the results Page 9 of 11

10 Ordinary Resolution 8 FOR AGAINST Renewal of Authority under Sections 75 and 76 of the Companies Act, 2016 for the Directors to allot and issue shares. 113,707, ,000, Based on the poll results, Datuk Chairman declared the Ordinary Resolution ORDINARY RESOLUTION 9 - PROPOSED AUTHORITY FOR THE COMPANY TO BUY BACK ITS OWN SHARES 15.1 Datuk Chairman proceeded with the next item on the Agenda which was to seek shareholders approval for the Company to purchase its own shares and hold up to ten percent (10%) of the total number of issued shares of the Company at any point in time On the request by Datuk Chairman for a proposer, Mr. Lim Tan Yeow Kuan proposed and Mr. Teh Peng Tin seconded the following motion: THAT subject always to the Companies Act 2016, the provisions of the Constitution (Memorandum and Articles of Association) of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ) and all other applicable laws, guidelines, rules and regulations, the Company be and is hereby authorised to purchase such amount of ordinary shares in the Company as may be determined by the Directors of the Company from time to time through Bursa Securities as the Directors may deem fit and expedient in the interest of the Company, provided that:- (a) the aggregate number of shares purchased does not exceed ten per centum (10%) of the total number of issued shares of the Company as quoted on Bursa Securities as at the point of the purchase(s) and if the Company ceases to hold all or part of such shares purchased as a result of, amongst others, cancellation, re-sale and/or distribution of the shares purchased, the Company may further purchase such additional shares provided that the total number of additional shares purchased together with such shares still held/retained as treasury shares (if any) does not, in aggregate, exceed ten per centum (10%) of the total number of issued shares of the Company at the time of the purchase(s); and (b) the maximum fund to be allocated by the Company for the purpose of purchasing the shares shall not exceed the aggregate of the retained profits of the Company based on the latest audited financial statements and/or the latest management accounts of the Company (where applicable) available at the time of the purchase(s). Page 10 of 11

11 THAT the Directors of the Company be and are hereby authorised, at their absolute discretion, to deal with the shares so purchased by retaining the shares purchased as treasury shares or cancelling the shares or retaining part of the shares so purchased as treasury shares and cancelling the remainder. THAT the authority conferred by this resolution shall commence upon the passing of this ordinary resolution and continue to be in force until:- (i) the conclusion of the next Annual General Meeting ( AGM ) at which time it shall lapse unless by ordinary resolution passed at the meeting, the authority is renewed, either unconditionally or subject to conditions; (ii) the expiration of the period within which the next AGM after that date is required by law to be held; or (iii) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting, whichever occurs first. AND THAT authority be and is hereby given to the Directors of the Company to do all acts and things as are necessary to give full effect to the purchase by the Company of its own shares with full powers to assent to any conditions, modifications, variations and/or amendments as the Directors may deem fit and expedient in the interests of the Company or as may be imposed by the relevant authorities The motion was put to vote by poll and Datuk Chairman announced the results Ordinary Resolution 9 FOR AGAINST Authority for the Company to buy-back its own shares. 113,701, ,002, Based on the poll results, Datuk Chairman declared the Ordinary Resolution CLOSE OF MEETING On behalf of the Board, Datuk Chairman recorded his appreciation to the Company s stakeholders, shareholders and business partners for the continued support to the Company. There being no other business to be transacted, the Meeting concluded at a.m. with a vote of thanks to the Chair. Page 11 of 11

12

13

14