KEY SUMMARY OF MINUTES OF THE FIFTIETH ANNUAL GENERAL MEETING OF THE COMPANY HELD AT BOEING 2 & 3, LEVEL 1, SAMA-SAMA HOTEL, KL INTERNATIONAL AIRPORT, JALAN CTA 4B, 64000 KLIA, SEPANG, SELANGOR DARUL EHSAN ON WEDNESDAY, 16 NOVEMBER 2016 AT 11:00 A.M. 1. Chairman Y. Bhg. Tan Sri Dato Paduka Dr. Mazlan bin Ahmad ( Tan Sri Dato Chairman ), the Chairman of the Company called the Meeting to order at 11:00 a.m. and welcomed all present to the Fiftieth Annual General Meeting ( 50th AGM ) of the Company. Tan Sri Dato Chairman proceeded to introduce each and every member of the Board of Directors, the Chief Financial Officer and Company Secretary of the Company to the shareholders. 2. Quorum The requisite quorum being present pursuant to Article 63 of the Company s Articles of Association, Tan Sri Dato Chairman declared the Meeting duly convened. Tan Sri Dato Chairman informed the Meeting that the Company was using 8 November 2016 as the determinant date of the General Meeting Record of Depositors. The Secretary advised that proxies have been received from 28 shareholders representing 129,257,982 shares within the stipulated prescribed period of 48 hours before the time for convening the meeting. 3. Poll Voting Tan Sri Dato Chairman advised the Meeting that pursuant to the recent amendments to the Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ), any resolution set out in the notice of any general meeting, or in any notice of resolution which may be properly moved and intended to be moved at general meeting, would be voted by poll. Hence, all the resolutions as set out in the Notice convening that Meeting would be voted by poll. The Chairman then gave an overview of the process of poll voting. The Meeting was informed that the Share Registrar, Securities Services (Holdings) Sdn. Bhd. would act as the Poll Administrator to conduct the polling process and Commercial Quest Sdn. Bhd. as the Independent Scrutineer to verify the poll results. The polling process would be conducted upon the completion of the deliberation of all Agenda items in the Notice of Meeting. 4. Notice of Meeting The Notice convening the Meeting having been circulated to all members within the prescribed period, with the permission of the Meeting, was taken as read. 1
5. Audited Financial Statements for the financial year ended 30 June 2016 Tan Sri Dato Chairman informed the Meeting that the first item on the Agenda was to receive the Audited Financial Statements for the financial year ended 30 June 2016 together with the Reports of the Directors and the Auditors thereon. Tan Sri Dato Chairman then invited questions from the floor. In summary, the issues and questions raised by the shareholders / proxies were responded by Management and Directors as follows: 5.1 Audited Financial Statements for the financial year ended 30 June 2016 (Agenda 1) 5.1.1 Presentation on the Group s business and strategy at Annual General Meeting Management noted the suggestion to have a presentation on the Group s business and strategy at Annual General Meeting. 5.1.2 Venue of Annual General Meeting Responding to the question whether the Board had considered the appropriate venue to hold the Annual General Meeting based on geographical concentration of the shareholders of the Company, it was clarified that the Board has not analysed such data for the purpose of selecting the suitable meeting venue. A comment was made that Sama-Sama Hotel at KL International Airport was a suitable venue of meeting for the Company to hold its Annual General Meeting as it was easily accessible by public transport. 5.1.3 High level of inventories for Property Division The Management acknowledged the high level of inventories especially Le Nouvel project at KLCC. Given that the outlook for the residential property sector remained challenging, the Group has scaled back the launches of some of the residential property projects. The Group has also undertaken Rights Issue exercise to strengthen the Group s financial position and to support the Group s capital requirement for some ongoing projects. 5.1.4 Plans and initiatives taken to sell off the inventories for Property Division The Company has been actively marketing the Group s portfolio of products in China, Singapore and Malaysia through sales talks and engagement with real estate investors. The Company was currently collating the relevant data from interested real estate investors in order to gauge the market sentiment prior to the official launch of the Le Nouvel project. 5.1.5 Amount of unbilled sales The Group would not normally disclose the amount of unbilled 2
sales. 5.1.6 Sizeable undeveloped land for Sering Ukay project not disclosed in the list of Group Material Properties as at 30 June 2016 Sering Ukay has an undeveloped land bank of 45 acres. Over the years, the carrying value of the land bank has been written down substantially, after taking into consideration that the regulatory approvals were still pending from the relevant authorities. As the net book value of the Sering Ukay s property was minimal, it has not been included in the list of top 10 material properties as shown on pages 177 to 178 of the 2016 Annual Report. 5.1.7 Lanson Place Bukit Ceylon still in red and when will the investment turnaround The performance for Lanson Place Bukit Ceylon was one of the highest in term of sales in the hospitality industry notwithstanding that the bottom line was still in red. The high borrowing costs incurred in developing and operating the service apartments has resulted in the lower return on investment. 5.1.8 Update on the demand of the product and the impact of lower Ringgit on the bottom line for Retail Division The retail business has been slowed down due to the slowdown of economy and the implementation of Goods and Services Tax a year ago which has affected the consumer purchasing power. Uniqlo has been doing well with opening of many new outlets. Management has managed to control cost effectively so as to slow down the impact of the lower ringgit on the bottom line for the Division. The Group s policy is to retain only the profitable outlets and the Division had closed down some non-performing outlets. After dealing with all the questions from the floor, Tan Sri Dato Chairman informed the Meeting that this Agenda item should not be put forward for voting as it was meant for discussion only as per Section 169(1) of the Companies Act 1965. He then declared that the Audited Financial Statements for the financial year ended 30 June 2016 together with the Reports of the Directors and the Auditors thereon, be received. 5.2 5.2.1 Re-election of Mr. Cheng Wai Keung in accordance with Article 82 of the Company s Articles of Association 5.2.2 Reappointment of Y. Bhg. Tan Sri Dato Paduka Dr. Mazlan bin Ahmad pursuant to Section 129 of the Companies Act 1965 5.2.3 Reappointment of Mr. Chong Tet On pursuant to Section 129 of the Companies Act 1965 5.2.4 Reappointment of Y. Bhg. Dato Ghazi bin Ishak pursuant to Section 129 of the Companies Act 1965 5.2.5 Reappointment of Dr. Poh Soon Sim pursuant to Section 129 of the Companies Act 1965 A shareholder commented that the current Board of Directors comprising majority of Directors who were advance in age. It was suggested that the 3
Board should establish a policy formalising their approach to boardroom diversity and to take the necessary steps to ensure women candidates were recruited to serve on the Board. Management responded that the senior Directors who have served on the Board bring along their vast experience and knowledge which the Company had benefited from their invaluable contributions to the Group. On boardroom diversity, the Board was of the view that the selection criteria of a Director, based on effective blend of competencies, skills, extensive experience and knowledge in areas identified by the Board, should be remained as a priority. On the physical attendance of the Board of Director s meetings, particularly, the participation of Directors in Board meetings via tele-conferencing, it was explained that the Articles of Association of the Company allowed for a Director to participate in a meeting of the Board of Directors via teleconference or such other communication facilities which would permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously. The Directors would endeavour to participate in Board meetings in person unless they were unable to be physically present due to unforeseen circumstances. 5.3 Appointment of Messrs. PricewaterhouseCoopers as Auditors of the Company in place of the retiring Auditors, Messrs. Ernst & Young A shareholder enquired on the reason for the change of auditors. It was explained that the Company had received the nomination for the appointment of new auditors from a shareholder. The Board having deliberated the request from the shareholder, was of the view that the proposed change of auditors would benefit the Company to leverage on the fresh pair of eyes of new auditors. 5.4 Proposed Renewal of Share Buy-back Authority A shareholder commented that the Company should aggressively carried out share buy-back to support fundamental value of the Company s share price. It was responded that the Company s share price was subject to the market forces, i.e demand and supply of the Company s shares, which was beyond the control of the Board and the Board would evaluate the use of cash for operation or support the share prices 6. Approval of Resolutions All the following resolutions tabled at the 50 th AGM of the Company were duly passed by way of poll, the results of which have been announced to Bursa Malaysia Securities Berhad on 16 November 2016:- 4
Ordinary Business Resolutions Ordinary Resolution 1 Ordinary Resolution 2 Ordinary Resolution 3 Ordinary Resolution 4 Ordinary Resolution 5 Ordinary Resolution 6 Ordinary Resolution 7 Ordinary Resolution 8 Agenda Declaration of a First and Final Dividend of 3 sen per share Single Tier for the financial year ended 30 June 2016 Payment of Directors fees for the financial year ended 30 June 2016 Re-election of Mr. Cheng Wai Keung in accordance with Article 82 of the Company s Articles of Association Re-appointment of Y. Bhg. Tan Sri Dato Paduka Dr. Mazlan bin Ahmad pursuant to Section 129 of the Companies Act, 1965 Re-appointment of Mr. Chong Tet On pursuant to Section 129 of the Companies Act, 1965 Re-appointment of Y. Bhg. Dato Ghazi bin Ishak pursuant to Section 129 of the Companies Act, 1965 Re-appointment of Dr. Poh Soon Sim pursuant to Section 129 of the Companies Act, 1965 Appointment of Messrs. PricewaterhouseCoopers as Auditors of the Company Special Business Resolutions Ordinary Resolution 9 Ordinary Resolution 10 Ordinary Resolution 11 Ordinary Resolution 12 Ordinary Resolution 13 Ordinary Resolution 14 Ordinary Resolution 15 Special Resolution 16 Ordinary Resolution 17 Agenda Retention of Y. Bhg. Tan Sri Dato Paduka Dr. Mazlan bin Ahmad as an Independent Non- Executive Director Retention of Mr. Chong Tet On as an Independent Non-Executive Director Retention of Y. Bhg. Dato Ghazi bin Ishak as an Independent Non-Executive Director Retention of Dr. Poh Soon Sim as an Independent Non-Executive Director Proposed Renewal of Share Buy-Back Authority Proposed Renewal of Shareholders Mandate for Recurrent Related Party Transactions of A Revenue or Trading Nature As Set Out in Clause 4.2(i) and (ii) Proposed Renewal of Shareholders Mandate for Recurrent Related Party Transactions of A Revenue or Trading Nature As Set Out in Clause 4.2(iii) Proposed Amendments to Articles of Association of the Company Authority to issue Shares pursuant to Section 132D of the Companies Act, 1965 5
7. Retirement of Y.Bhg. Dato Roger Chan Wan Chung Tan Sri Dato Chairman informed the Meeting that Y. Bhg. Dato Roger Chan Wan Chung ( Dato Roger Chan ), a Non-Independent Executive Director who is over 70 years of age has not sought for re-appointment as Director of the Company pursuant to Section 129 of the Companies Act, 1965. Hence, Dato Roger Chan shall retire from office as Non-Independent Executive Director of the Company at the conclusion of this Meeting. On behalf of the Board, Tan Sri Dato Chairman thanked Dato Roger Chan for his past contribution to the Company over 45 years and wished Dato Roger Chan all the best in his future endeavors. Mr. Cheng added that Dato Roger Chan was one of the most valuable employees who has played an instrumental role in the success of the Group. Mr. Cheng then conveyed the utmost appreciation on behalf of the major shareholders of the Company, for the commitment and invaluable contributions of Dato Roger Chan during his tenure of service with the Company and the Group. 8. Termination The 50th AGM concluded at 12:40 p.m. 6