LAND & GENERAL BERHAD (Company No H) (Incorporated in Malaysia)

Transcription

1 LAND & GENERAL BERHAD (Company No H) (Incorporated in Malaysia) MINUTES OF THE FIFTY-SECOND (52 ND ) ANNUAL GENERAL MEETING OF THE COMPANY HELD AT THE SAGA ROOM, SRI DAMANSARA CLUB, LOT 23304, PERSIARAN PERDANA, BANDAR SRI DAMANSARA, KUALA LUMPUR ON WEDNESDAY, 9 SEPTEMBER 2015 AT A.M. PRESENT DATO HJ ZAINAL ABIDIN PUTIH MR LOW GAY TECK ENCIK FERDAUS MAHMOOD DATO HJ IKHWAN SALIM DATO HJ SUJAK DATO IR DR A BAKAR JAAFAR YM TENGKU MARUAN TENGKU ARIFF MR CHIU ANDREW WAH WAI MR CHAI KENG WAI ABSENT WITH APOLOGIES MR HOONG CHEONG THARD CHAIRMAN MANAGING ( MD ) EXECUTIVE ( ED ) SENIOR INDEPENDENT SHAREHOLDERS/PROXIES/CORPORATE REPRESENTATIVE AS PER ATTENDANCE LIST BY INVITATION MR WONG KEET LOY MS CHEE YUET SIN MR KUA CHOH LEANG MS KHOO LI MING CHIEF FINANCIAL OFFICER ( CFO ) GROUP FINANCIAL CONTROLLER ) ) MESSRS ERNST & YOUNG ) OTHERS AS PER ATTENDANCE LIST IN ATTENDANCE MS LEE SIW YENG ASST. COMPANY SECRETARY Page 1 of 8

2 1.0 WELCOME ADDRESS BY CHAIRMAN Dato Hj Zainal Abidin Putih, the Chairman welcomed all the shareholders/proxies who were present at the 52 nd Annual General Meeting ( the Meeting or AGM ) of the Company. 2.0 QUORUM Ms Lee Siw Yeng confirmed that there was a quorum present for the Meeting. (Note: There were 54 shareholders, 78 proxies and 1 corporate representative present at the commencement of the AGM.) 3.0 PROXIES The Chairman informed that as at the cut off time for lodgement of proxy forms, the Company had received 88 valid proxy forms from shareholders who hold in aggregate about million ordinary shares in Land & General Berhad ( L&G ) representing 47.33% of the total issued and paid up share capital of L&G. 4.0 BOARD OF S 4.1 Introduction of Board Members The Chairman introduced the following Directors of the Company who were present at the Meeting:- Mr Low Gay Teck, the Managing Director; Encik Ferdaus Mahmood, the Executive Director; Dato Hj Ikhwan Salim Dato Hj Sujak; Mr Chiu Andrew Wah Wai; Dato Ir Dr A Bakar Jaafar; YM Tengku Maruan Tengku Ariff; and Mr Chai Keng Wai. The Chairman further informed the shareholders/proxies present that Mr Chai Keng Wai was appointed as Director of L&G on 1 June Apologies The Chairman conveyed the apologies from Mr Hoong Cheong Thard who was unable to attend the Meeting as he had prior commitments. 5.0 NOTICE The Notice had been issued to the shareholders in accordance with the required statutory period. The motion to take the Notice as well as the Agenda be taken as read was proposed by Encik Othman Kalid (proxy) and seconded by Mr Oon Eng Hock (proxy). The shareholders/proxies present agreed that the Notice as well as the Agenda be taken as read. 6.0 SHAREHOLDERS RIGHT TO DEMAND FOR POLL At the commencement of the 52 nd AGM, the Chairman had informed the shareholders of their right to demand a poll vote as provided under Article 61 of the Articles of Association of the Company before or on declaration of the result by way of show of hands. A poll can be demanded by either:- a) Chairman (being a person entitled to vote); or b) not less than 2 members present in person or by proxy and entitled to vote; or c) a member or members in person or by proxy and representing not less than 1/20 of the total voting rights of all the members having the right to vote at the Meeting. Page 2 of 8

3 The Chairman further informed that substantive resolutions which are not procedural and administrative are encouraged to be voted by way of poll. At this AGM, the shareholders mandate sought for the issuance of shares under Section 132D of the Companies Act, 1965 may consider to be substantive, thus may be voted by way of poll. 7.0 PRESENTATION BY MANAGEMENT The Chairman invited Mr Low Gay Teck, the MD to give a slide presentation on L&G s operational updates as well as progress of the L&G Group for the financial year ended 31 st March 2015 and the latest development of the L&G Group. The MD presented slides on the following information/updates for the shareholders/proxies present as follows:- a) a brief description of the business activities of the L&G group which include property development, property investment, education and cultivation of oil palm; b) a brief description of the existing land bank at Sri Damansara (Selangor), Ampang (Kuala Lumpur), Kerling (Selangor), Senawang (Negeri Sembilan), Sg Petani (Kedah) and Johor Bahru (Johor); c) a brief description on milestone achieved since 2009, which includes the completion of The Elements@Ampang, the completion of the acquisition of the office building at Putrajaya and the proposed acquisition of 112 acres land at U10 Shah Alam; d) total GDV launched, sold, unbilled sales and projects in the pipeline; e) photographs of the Elements@Ampang completed, site progress of Damansara Foresta I and its common facilities e.g. swimming pool deck, jungle trail, resting pavilion and hammock garden; f) photographs of earthworks in progress for Damansara Foresta Phase 2 and Astoria@Ampang, and site clearing for Sena Parc project (Senawang); g) information on investment properties at 8trium and office building at Putrajaya; and h) updates on school activities (Sekolah Sri Bestari) and Ladang Sg Jernih. Mr Wong Keet Loy, the CFO was then invited by the MD to brief the shareholders/proxies present on the financial performance of the L&G Group for the past 5 financial years i.e. from financial year 2011 to The shareholders/proxies present were briefed on the following operating results as follows:- a) revenue; b) profit before taxation; c) profit after taxation; and d) profit attributable to owners of the Company. Mr KL Wong also presented to the shareholders/proxies present the equity and employment of assets as follows:- a) total assets; b) cash and cash equivalents; c) issued and paid up share capital; d) shareholders funds; e) total equity; and f) total borrowings; The shareholders/proxies present were briefed on the following financial indicators as follows:- a) return on equity; b) return on total assets; c) earnings per share; d) net assets per share; e) dividend per share; and f) gearing ratio. Page 3 of 8

4 Following the presentation of the financial performance of the L&G Group, the shareholdings/proxies present were also informed of the CSR activities undertaken by the L&G Group in respect of financial year ended 31 March After the presentation by Management, the Chairman informed the shareholders/proxies present that L&G had received a query letter from Minority Shareholder Watchdog Group ( MSWG ). Encik Ferdaus Mahmood, the Executive Director, had presented L&G s response in relation to the queries raised by MSWG on the following strategic and financial matters relating to:- (a) the proposed acquisition of Pembinaan Jaya Megah Sdn Bhd; (b) Xtreme Meridian Sdn Bhd; (c) the Group s gearing ratio; (d) the expected rental income and occupancy rate for the 13-storey building at Putrajaya; and (e) the increase of inventories in the books. In their letter, MSWG had also encouraged the Board to adopt the following good corporate governance practices as follows:- (a) formalisation of policy on succession planning taking into consideration, the recommendation of 9-year tenure of an Independent Non-Executive Director, and Board s diversity including gender; (b) formulation of dividend policy; (c) publication of the Company s Memorandum & Articles ( M&A ) of the Company on the Company s website. All the presentations were very well received by the shareholders/proxies present. 8.0 QUESTION AND ANSWER ( Q&A ) SESSION After the slide presentation by Management, a Q&A session was held to give shareholders/proxies present the opportunity to ask questions or to seek clarification and obtain feedback from the Directors and Senior Management. The matters/questions raised and discussed are summarised as stated below. a) Time Commitment as Director Ms Hoo Ley Beng, the corporate representative from MSWG had commented on time commitment of director as it was noted that Mr Hoong Cheong Thard had only attended 3 out of 5 Board meetings in FY She impressed upon the said Director to have better commitment. b) Cash Reserve of the Group Mr Lee Ta Wei (proxy) enquired on the use of cash reserve of the Group. The MD replied that Management shall utilise the cash reserve for acquisitions of land for future developments of the Group. c) 8trium Retail Space Mr Alvin How Say Keong (shareholder) enquired on 8trium retail space rented by Courts Megastore. The MD replied that the retail space rented to Courts Megastore was based on gross area which included the walkway. The air-conditioning and electricity bill are borne by Courts Megastore. Page 4 of 8

5 d) Sena Parc (Tuanku Jaafar, Senawang) Mdm Choo Sau Ching (shareholder) enquired whether the L&G Group would maintain the Tuanku Jaafar Golf Course and its club facilities. The MD replied that at the time of the acquisition of several parcels of properties within Tuanku Jaafar Golf and Country Resort by the L&G Group, the golf course and its club facilities had been abandoned for at least 2 years. At the Extraordinary General Meeting held then (in year 2011), the shareholders were informed by Management that there were 3 options for the golf course:- (i) to remain status quo i.e. to remain abandoned; or (ii) to develop the golf course, which would not be profitable which was the main reason the golf course was abandoned by the previous owners; or (iii) to convert the entire golf course land into residential development. The MD further informed that L&G had then decided to convert the entire golf course land into residential development. As for the existing club building which is in a dilapidated condition, it may be more practical to demolish the club building, however, the Company would decide at a later date on its plan. The MD went on to add that the guard house and main entrance would be upgraded and enhanced, which would add value and beneficial to the surrounding Sena Parc neighbourhood, and for Sena Parc s development, there would be facilities provided. 9.0 AGENDA OF THE MEETING After the Q&A session, the Chairman proceeded to the Agenda as set out in the Notice of the 52 nd AGM dated 18 August Ordinary Resolution 1 Adoption of Audited Financial Statements and Reports Ordinary Resolution 1 to receive and adopt the Audited Financial Statements for the financial year ended 31 st March 2015 together with the Reports of the Directors and the Auditors thereon was proposed by Cik Nina Fariza Nordin (proxy) and seconded by Mdm Baheerathy Arumugam (proxy). Ordinary Resolution 1 was put to the vote (by way of show of hands) and it was unanimously resolved THAT the Audited Financial Statements for the financial year ended 31 st March 2015 together with the Reports of the Directors and the Auditors thereon were received and adopted Ordinary Resolution 2 Declaration and Payment of Final Dividend The Chairman informed that in view of the Group s strong performance and our aim of rewarding our loyal shareholders, the Board was pleased to recommend payment of a final single tier dividend of 2 sen per ordinary share for the financial year ended 31 March Ordinary Resolution 2 to declare and to pay the proposed single tier final dividend was proposed by Encik Othmand Kalid (proxy) and seconded by Mr Alvin How Say Keong (shareholder). Page 5 of 8

6 Ordinary Resolution 2 was put to the vote (by way of show of hands) and it was unanimously resolved THAT a single tier final dividend of 2 sen per ordinary share of RM0.20 each in respect of financial year ended 31 st March 2015 be and is hereby declared and shall be paid on 19 th October 2015 to shareholders registered as at 28 th September Ordinary Resolution 3 Approval of Directors Fees Ordinary Resolution 3 to approve the Directors Fees of RM338,334 for the financial year ended 31 st March 2015 was proposed by Mdm Baheerathy Arumugam (proxy) and seconded by Encik Abdul Hamid (proxy). Ordinary Resolution 3 was put to the vote (by way of show of hands) and it was unanimously resolved THAT the Directors Fees of RM338,334 for the financial year ended 31 st March 2015 be and are hereby approved Ordinary Resolution 4 Re-election of Dato Hj Zainal Abidin Putih As Ordinary Resolution 4 was on the re-election of the Chairman of the Company, Ordinary Resolution 4 was conducted by Dato Ir Dr A Bakar Jaafar as the Acting Chairman for the Meeting. Ordinary Resolution 4 to re-elect retiring Director, Dato Hj Zainal Abidin Putih was proposed by Encik Abdul Hamid (proxy) and seconded by Cik Nina Fariza Nordin (proxy). Ordinary Resolution 4 was put to the vote (by way of show of hands) and by majority of votes, it was resolved THAT, Dato Hj Zainal Abidin Putih, the Director retiring in accordance with Article 93 of the Company s Articles of Association, be and is hereby re-elected as Director of the Company Ordinary Resolution 5 Re-election of Mr Low Gay Teck Ordinary Resolution 5 to re-elect retiring Director, Mr Low Gay Teck was proposed by Encik Othman Kalid (proxy) and seconded by Mr Lai Eu Gene (shareholder). Ordinary Resolution 5 was put to the vote (by way of show of hands) and by majority of votes, it was resolved THAT, Mr Low Gay Teck, the Director retiring in accordance with Article 93 of the Company s Articles of Association, be and is hereby re-elected as Director of the Company Ordinary Resolution 6 Re-election of Dato Hj Ikhwan Salim Dato Hj Sujak Ordinary Resolution 6 to re-elect retiring Director, Dato Hj Ikhwan Salim Dato Hj Sujak was proposed by Mdm Tan Moi Lang (shareholder) and seconded by Mdm Baheerathy Arumugam (proxy). Ordinary Resolution 6 was put to the vote (by way of show of hands) and it was unanimously resolved THAT, Dato Hj Ikhwan Salim Dato Hj Sujak, the Director retiring in accordance with Article 93 of the Company s Articles of Association, be and is hereby re-elected as Director of the Company.. Page 6 of 8

7 9.7 Ordinary Resolution 7 Election of Mr Chai Keng Wai Ordinary Resolution 7 to elect retiring Director, Mr Chai Keng Wai was proposed by Mdm Tan Moi Lang (shareholder) and seconded by Encik Abdul Hamid (proxy). Ordinary Resolution 7 was put to the vote (by way of show of hands) and by majority of votes, it was resolved THAT, Mr Chai Keng Wai, the Director retiring in accordance with Article 98 of the Company s Articles of Association, be and is hereby elected as Director of the Company Ordinary Resolution 8 Re-appointment of Messrs Ernst & Young as Auditors of the Company Ordinary Resolution 8 to re-appoint Messrs Ernst & Young as auditors of the Company for the ensuing financial year was proposed by Mdm Baheerathy Arumugam (proxy) and seconded by Encik Abdual Hamid (proxy). Ordinary Resolution 8 was put to vote (by way of show of hands) and it was unanimously resolved THAT Messrs Ernst & Young be re-appointed as the Auditors of the Company at a remuneration to be fixed by the Directors and to hold office until the conclusion of the next Annual General Meeting Special Business The Chairman proceeded to the special business of the Agenda. The shareholders/proxies present were informed that under the special business, there were 2 ordinary resolutions to put forward for shareholders approval. Firstly, authority to issue shares pursuant to Section 132D of the Companies Act, Ordinary Resolution 9; and Secondly, approval for Dato Ir Dr A Bakar continuing in office as Independent Director - Ordinary Resolution Ordinary Resolution 9 Authority to issue shares pursuant to Section 132D of the Companies Act, 1965 The Chairman informed the shareholders/proxies present that Ordinary Resolution 9 is a renewal of Section 132D mandate obtained from the shareholders of the Company at the previous Annual General Meeting and, if passed, will empower the Directors to issue ordinary shares of the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for purpose of fund raising exercise including but not limited to further placement of shares for purpose of funding current and/or future projects, working capital, acquisition and/or for issuance of shares as settlement of purchase consideration. This authority unless revoked or varied at a general Meeting, will expire at the next Annual General Meeting. Ordinary Resolution 9 to obtain the shareholders mandate for authority under Section 132D of the Company Act, 1965 was proposed by Cik Nina Fariza Nordin (proxy) and seconded by Encik Abdul Hamid (proxy). Ordinary Resolution 9 was put to vote (by way of show of hands) and by majority of votes, it was resolved THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby authorised to issue shares in the Company at any time until the conclusion of the next Annual General Meeting 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 issued share capital of the Company for the Page 7 of 8

8 time being and that the Directors be and are also empowered to obtain approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad, subject always to the approval of all relevant regulatory bodies being obtained for such issues." Ordinary Resolution 10 Continuing in Office as Independent Non-Executive Director Dato Ir Dr A Bakar Jaafar The shareholders/proxies present were informed that pursuant to Malaysian Code on Corporate Governance 2012, Ordinary Resolution 10 sought shareholders approval for Dato Ir Dr A Bakar Jaafar, who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine years, to continue to serve as an Independent Non-Executive Director of the Company based on the following justifications:- a. he fulfills the criteria of an Independent Director pursuant to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad; b. he provides the Board a diverse set of experience, skill and expertise as he is a highly qualified person who has been contributing to academic fields relating to science and technology as well as serving government agencies for many years; c. he is familiar with the Company s business operations and the property development market as he has been with the Company for more than 9 years and is aware of current issues confronting the Company and he continues to provide valuable input to steer the Company forward; and d. he has devoted sufficient time and attention to his professional obligations as an Independent Director of L&G for informed and balanced decision making. Ordinary Resolution 10 was proposed by Puan Seri Sumariyaton (shareholder) and seconded by Mdm Tan Moi Lang (shareholder). Ms Hoo Ley Beng, the corporate representative from MSWG informed that MSWG would vote against Ordinary Resolution 10 according to MSWG s voting guide. Ordinary Resolution 10 was put to vote (by way of show of hands) and by majority of votes, it was resolved THAT authority be and is hereby given to Dato Ir Dr A Bakar Jaafar who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine years, to continue to serve as an Independent Non-Executive Director of the Company CONCLUSION OF MEETING There being no other business, the Meeting ended at a.m. CONFIRMED AS A CORRECT RECORD CHAIRMAN Page 8 of 8