PETRONAS DAGANGAN BERHAD (Incorporated in Malaysia) 35 TH ANNUAL GENERAL MEETING Minutes of the 35 th Annual General Meeting ( AGM or Meeting ) of PETRONAS Dagangan Berhad ( Company ) held at Conference Hall 2, Level 3, Kuala Lumpur Convention Centre, 50088 Kuala Lumpur on at Present : Md Arif Mahmood (Non-Independent Non-Executive, Chairman) Mohd Ibrahimnuddin Mohd Yunus (Managing Director/Chief Executive Officer) Lim Beng Choon (Senior Independent Non-Executive) Vimala Menon (Independent Non-Executive) Datuk Anuar Ahmad (Independent Non-Executive) Erwin M Elechicon (Independent Non-Executive) Nuraini Ismail (Non-Independent Non-Executive) Ir Mohamed Firouz Asnan (Non-Independent Non-Executive) Hasnizaini Mohd Zain (Joint Secretary) Yeap Kok Leong (Joint Secretary) By Invitation : As per attendance list and shareholders and proxies entered in the Attendance Register. Page 1 of 10
1.0 NOTICE The Notice of the Meeting dated 21 March 2017 was taken as read as it was sent and received by shareholders, the Bursa Malaysia Securities Berhad ( Bursa Malaysia ) and the Auditors of the Company together with the Annual Report for the Year Ended 31 December 2016 which has also been published on the Company s website. 2.0 QUORUM Upon confirming the presence of the requisite quorum by the Company Secretary, the Chairman called the meeting to order at The shareholders were informed that in compliance with the Main Market Listing Requirements of Bursa Malaysia, all proposed resolutions of this AGM would be voted by poll. The poll would be undertaken at the end of the Meeting after it gone through the formality and discussion of the rest of the resolutions of this Meeting. The total number of shareholders and proxies present at this AGM was 540 and which represent a total of 869,087,456 shares. The Chairman was appointed by the shareholders as proxy representing 742,155,690 shares, which represent 85.39% of the total voting rights at this AGM. The shareholders were also informed that all resolutions at this meeting require a simple majority vote of not less than 51%. 3.1 PRESENTATION BY THE MANAGING DIRECTOR/CHIEF EXECUTIVE OFFICER Before the Chairman proceeded with the business of the Meeting, the Chairman invited Mohd Ibrahimnuddin Mohd Yunus, Managing Director/Chief Executive Officer ( MD/CEO ) of the Company to present to the shareholders on the highlights of the performance of the Company for the year ended 31 December 2016. Mohd Ibrahimnuddin thanked the shareholders for their attendance and shared his presentation that covered 7 key areas as follows: i) The New Normal Market Environment in 2016 Average crude oil price was lower by 17% in 2016 Product prices moved in tandem with crude oil price Malaysia s economic environment was challenging in FY2016 Page 2 of 10
ii) Our Winning Formula Strategies which are focused and aligned with our business goals A responsive retail organisation which offers superior products and services from the customers lens Providing superior products and services based on customers needs Robust and energized employees to support business growth Operational Excellence and Cost Optimisation - Continued to be efficient and to optimise cost iii) PDB s Financial Performance in 2016 Highest Profit Before Tax in 34 years (since incorporation) Higher return to shareholders iv) Business Performance Record breaking performance for Retail Business Formula One Technology for the fuel Expansion of products availability at more stations Smooth and fast fuelling experience New look and feel of Kedai Mesra Customised product offerings to meet customers needs Solid performance from Commercial Business Command market leadership in Malaysia Aviation industry Commendable LPG performance through value-driven segment and network expansion Lubricant business continued to strengthen its position in the high value segments Breakthrough achievements in OEM segment v) Sustainability Committed to maintain a safe and healthy work environment All PETRONAS stations are designated Go-To-Safety-Point Fostered strong relations with key stakeholders Various programmes invested for our employees Reaching out to communities via Corporate Social Responsibilities programmes Committed to protect the environment in areas where we operates vi) Awards and Recognitions PDB received 19 awards for various categories in 2016 vii) 2017 Strategic Focus Increase volume at the stations Fast to fill New look and feel of PETRONAS stations Offerings that match customer needs Focus on high value segments Page 3 of 10
Operational Excellence Integrated Inventory Management Supply and Distribution Efficiency Cost Optimisation Leveraging on digital and technology The Chairman thanked Mohd Ibrahimnuddin for the presentation and proceeded with the business of the Meeting. 4.0 AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON The Audited Financial Statements and Reports of the Directors and Auditors for the year ended 31 December 2016 having been circulated to all the shareholders of the Company on 21 March 2017 were tabled at the Meeting. The Chairman informed the shareholders that the Audited Financial Statements and Reports of the Directors and Auditors for the year ended 31 December 2016 were for discussion as it did not require shareholders approval. Hence, it would not be put for voting. The Chairman also informed the shareholders that the Company received the list of questions from the Minority Shareholder Watchdog Group ( MSWG ) on 10 April 2017 and had responded to the MSWG on their queries ahead of this AGM. The Chairman informed that the reply to the questions were also displayed on the LCD screen at the foyer outside the meeting hall and the same had been uploaded to the Company s website. The Chairman then invited Hasnizaini Mohd Zain, the Company Secretary to read out the MSWG s questions and Mohd Ibrahimnuddin Mohd Yunus, the MD/CEO to respond accordingly. The Chairman then invited the shareholders present to put forth questions or comments on the reports and financial statements. After dealing with all the questions and comments raised, the Chairman informed the shareholders THAT the Audited Financial Statements for the year ended 31 December 2016 together with the Reports of the Directors and Auditors thereon, be and are hereby received and noted. Page 4 of 10
5.0 ORDINARY RESOLUTIONS 1, 2 and 3 - RE-ELECTION OF DIRECTORS PURSUANT TO ARTICLE 93 OF THE COMPANY S CONSTITUTION The Chairman informed the shareholders that pursuant to Article 93 of the Company s Constitution, Mohd Ibrahimnuddin Mohd Yunus, Datuk Anuar Ahmad and Vimala V.R. Menon were subject to retirement at the AGM and, being eligible, had offered themselves for re-election. The Chairman highlighted to the shareholders that with the Nomination and Remuneration Committee s endorsement, the Board has agreed to recommend the re-election of Mohd Ibrahimnuddin Mohd Yunus, Datuk Anuar Ahmad and Vimala V.R. Menon. The profiles of Mohd Ibrahimnuddin Mohd Yunus, Datuk Anuar Ahmad and Vimala V.R. Menon can be found on pages 34, 40 and 38, respectively of the 2016 Annual Report. The Chairman then put forth the following resolutions for the shareholders consideration: 5.1 ORDINARY RESOLUTION 1 - RE-ELECTION OF MOHD IBRAHIMNUDDIN MOHD YUNUS THAT Mohd Ibrahimnuddin Mohd Yunus retiring in accordance with Article 93 of the Company s Constitution, be and is hereby re-elected as Director of the Company. 5.2 ORDINARY RESOLUTION 2 - RE-ELECTION OF DATUK ANUAR AHMAD THAT Datuk Anuar Ahmad retiring in accordance with Article 93 of the Company s Constitution, be and is hereby re-elected as Director of the Company. 5.3 ORDINARY RESOLUTION 3 - RE-ELECTION OF VIMALA V.R. MENON THAT Vimala V.R. Menon retiring in accordance with Article 93 of the Company s Constitution, be and is hereby re-elected as Director of the Company. Since there was no further question from the shareholders, the Chairman proceeded with the next agenda item. Page 5 of 10
6. ORDINARY RESOLUTION 4 - DIRECTORS' FEES OF UP TO RM1,100,000.00 WITH EFFECT FROM 1 JANUARY 2017 UNTIL THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY PAYABLE TO NON- EXECUTIVE DIRECTORS The Chairman informed the shareholders that the Board had proposed to the shareholders for approval of the payment of Directors fees to Non-Executive Directors ( NED ) of up to RM1,100,000.00 for their services as Directors of the Company with effect from 1 January 2017 until the next AGM of the Company. The Directors fees for the Non-Executive Directors for the period from 1 January 2017 until the conclusion of the next AGM ( FYE2017/2018 ) were calculated based on the number of scheduled Board s and Board Committees meetings and on assumption that all the Non-Executive Directors will remain in office until the next AGM. This resolution was to facilitate payment of the Directors fees for FYE2017/2018. The Chairman then put the resolution to the shareholders for consideration: "THAT the payment of Directors' fees of up to RM1,100,000.00 with effect from 1 January 2017 until the next Annual General Meeting of the Company payable to Non-Executive Directors, be and is hereby approved. Since there is no question from the shareholders, the Chairman proceeded with the next agenda item. 7.0 ORDINARY RESOLUTION 5 RE-APPOINTMENT OF KPMG PLT AS AUDITORS OF THE COMPANY FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2017 AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION The Chairman informed the shareholders that the Board recommended to the shareholders for approval of the re-appointment of KPMG P LT as Auditors of the Company who would hold office until the conclusion of the next AGM, and to authorise the Directors to determine their remuneration. KPMG had converted its legal entity status from unlimited liability partnership pursuant to Partnership Act 1961 to limited liability partnership pursuant to Section 29 of the Limited Liability Partnerships Act, 2012 ( LLP Act 2012 ) effective 27 December 2016. Accordingly, KPMG had been registered in the name of KPMG PLT. In this instance, PLT means Perkongsian Liabiliti Terhad. There was no change to the Partners serving the Company. The auditors, KPMG PLT, have expressed their willingness to continue office. The Chairman then put the following resolution to the shareholders for consideration: Page 6 of 10
"THAT KPMG PLT be and are hereby re-appointed as Auditors of the Company to hold office until the conclusion of the next annual general meeting and that the Directors be and are hereby authorised to determine their remuneration." Since there is no question from the shareholders, the Meeting has moved to the next agenda item. 8.0 ANY OTHER BUSINESS The Chairman sought confirmation from the Company Secretary whether the Company had received a notice for transaction of other business which had been given in accordance with the Companies Act 2016 and the Constitution of the Company. The Company Secretary confirmed that the Company had not received any notice for transaction of any other business for this Meeting. 9.0 POLLING PROCESS The Chairman invited the Company Secretary to brief on the procedures with respect to the e-polling. The e-polling process was displayed at the Meeting and at the foyer outside this hall. The Company Secretary explained the procedures for the conduct of poll at the 35 th AGM using the electronic poll voting method system. Each e-polling counters was equipped with desktop and barcode reader. Each shareholder and proxy would be directed to the e-polling counters with his/her barcoded wristband which was issued during the registration for the Meeting. The Company Secretary further explained that the Company had appointed Symphony Share Registrars Sdn Bhd ( SSRSB ) as the Poll Administrator to conduct the polling process, and Symphony Corporatehouse Sdn Bhd ( SCSB ) as Scrutineers to monitor the e-polling process and verify the poll results. The Scrutineers will give the results of the poll to the Chairman as soon as the compilation and counting process is completed. The Chairman thanked the Company Secretary and informed the Meeting that he has been appointed to act as proxy for a number of shareholders and he shall vote in accordance with the instructions given. The Chairman then announced commencement of the e-polling process at 12.07 p.m. Page 7 of 10
10.0 ANNOUNCEMENT OF POLL RESULTS At 12.25 p.m, the Chairman called the Meeting to order for the declaration of results. He informed that he had received the verified poll results from the Scrutineers, SCSB, attached as Annexure A. The Chairman invited Cik Hasnizaini Mohd Zain, to read out the poll results to the shareholders present. 1. RE-ELECTION OF MOHD IBRAHIMNUDDIN MOHD YUNUS PURSUANT TO ARTICLE 93 OF THE CONSTITUTION OF THE COMPANY The Secretary announced the poll result in respect of Resolution 1 which was carried as follows:- RESOLUTION FOR AGAINST Number of Shares % Number of Shares % RESOLUTION 1 828,348,223 99.9979 17,600 0.0021 The Chairman declared that Resolution 1 was duly passed as follows:- THAT Mohd Ibrahimnuddin Mohd Yunus retiring in accordance with Article 93 of the Company s Constitution, be and is hereby re-elected as Director of the Company. 2. RE-ELECTION OF DATUK ANUAR AHMAD PURSUANT TO ARTICLE 93 OF THE CONSTITUTION OF THE COMPANY The Secretary announced the poll result in respect of Resolution 2 which was carried as follows: RESOLUTION FOR AGAINST Number of Shares % Number of Shares % RESOLUTION 2 824,781,029 99.5669 3,587,794 0.4331 The Chairman declared that Resolution 2 was duly passed as follows:- THAT Datuk Anuar Ahmad retiring in accordance with Article 93 of the Company s Constitution, be and is hereby re-elected as Director of the Company. Page 8 of 10
3. RE-ELECTION OF VIMALA V.R. MENON PURSUANT TO ARTICLE 93 OF THE CONSTITUTION OF THE COMPANY The Secretary announced the poll result in respect of Resolution 3 which was carried as follows: RESOLUTION FOR AGAINST Number of Shares % Number of Shares % RESOLUTION 3 828,344,523 99.9971 24,300 0.0029 The Chairman declared that Resolution 3 was duly passed as follows: THAT Vimala V.R. Menon retiring in accordance with Article 93 of the Company s Constitution, be and is hereby re-elected as Director of the Company. 4. DIRECTORS FEES PAYABLE TO NON-EXECUTIVE DIRECTORS WITH EFFECT FROM 1 JANUARY 2017 UNTIL THE NEXT ANNUAL GENERAL MEETING The Secretary announced the poll result in respect of Resolution 4 which was carried as follows: RESOLUTION FOR AGAINST Number of Shares % Number of Shares % RESOLUTION 4 849,518,021 96.095 34,521,502 3.905 The Chairman declared that Resolution 4 was duly passed as follows:- "THAT the payment of Directors' fees of up to RM1,100,000.00 with effect from 1 January 2017 until the next Annual General Meeting of the Company payable to Non-Executive Directors, be and is hereby approved. 5. RE-APPOINTMENT OF KPMG PLT AS AUDITORS OF THE COMPANY The Secretary announced the poll result in respect of Resolution 5 which was carried as follows:- RESOLUTION FOR AGAINST Number of Shares % Number of Shares % RESOLUTION 5 884,039,523 99.998 17,600 0.002 The Chairman declared that Resolution 5 was duly passed as follows:- Page 9 of 10
"THAT KPMG PLT be and are hereby re-appointed as Auditors of the Company to hold office until the conclusion of the next annual general meeting and that the Directors be and are hereby authorised to determine their remuneration." 11.0 CLOSURE OF MEETING There being no further business, the meeting was closed with a vote of thanks to the Chair. The Chairman thanked the members for their attendance and declared the meeting closed at 12.30 p.m. Signed as a correct record of the proceedings Chairman Page 10 of 10