MINUTES OF THE EIGHTEENTH ANNUAL GENERAL MEETING OF THE COMPANY CONDUCTED FULLY VIRTUAL AT BROADCAST VENUE AT SUITE 61 & 62, SETIA AVENUE, NO. 2, JALAN SETIA PRIMA S U13/S, SETIA ALAM, SEKSYEN U13, 40170 SHAH ALAM, SELANGOR DARUL EHSAN, MALAYSIA ON THURSDAY, 11 JUNE 2020 AT 2.30 P.M.
Tan Sri Dato’ Koon Poh Keong (Chairman and also Shareholder)Koon Poh Ming (Also Shareholder)Koon Poh Weng (Also Shareholder)Dato’ Koon Poh Tat (Also Shareholder)Loo Lean HockErnest Bong Miau Fatt (Also Shareholder)Noor Alina Binti Mohamad Faiz
Tan Ai Ning - Company Secretary
As per the Attendance Lists attached.
The list of shareholders and proxies who attended the Eighteenth Annual General Meeting (“18th AGM”) are as set out in the Attendance Sheets attached and shall form an integral part of these minutes.
The Chairman of the Board of Directors (“Board”), Tan Sri Dato’ Koon Poh Keong presided as Chairman of the Meeting and welcomed all members, proxies and guests to the 18th AGM of the Company, the first fully virtual AGM conducted through live streaming and online remote voting via Remote Participation and Voting facilities (“RPV”) which is in compliance with Section 327 of the Companies Act and Clause 64 of the Constitution of the Company. Tan Sri Dato’ Chairman also informed that the virtual meeting served as precautionary measure amid coronavirus disease (“COVID-19”) and to support with the Government of Malaysia (“Government”)’s advice of social distancing of not having mass gatherings to limit the spread of the virus.
The Secretary, Ms Tan Ai Ning, confirmed that a quorum was present for the Meeting. Ms Tan Ai Ning also informed that a total 14 members comprising shareholders, proxies and corporate representatives, representing 79,706,646 ordinary shares had registered and were present for the AGM. With that, Tan Sri Dato’ Chairman declared the Meeting duly constituted.
Tan Sri Dato’ Chairman then proceeded to introduce the members of the Board to the shareholders. He also informed that the majority of the Directors and the Auditors of the Company were participated in the Meeting remotely in accordance with the Guidance Note on the Conduct of General Meetings issued by Securities Commission of Malaysia on 14 May 2020 with as few individuals physically present at the broadcast venue as possible.
The Notice convening the Meeting, having been circulated within the prescribed period, was with the consent of the members present, taken as read.
SUMMARY OF PROXIES RECEIVED
As part of good governance, Tan Sri Dato’ Chairman informed all present that the Company had received in total 35 proxy forms from shareholders for a total of 164,191,700 ordinary shares representing 79.86% of the issued shares of the Company.
Out of those, there were 21 shareholders who have appointed the Chairman of the Meeting as proxy to vote on their behalf and the shares so represented were 83,262,154 ordinary shares representing 40.50% of the issued share of the Company.
POLLING AND ADMINISTRATIVE GUIDE
Tan Sri Dato’ Chairman also informed the Meeting that pursuant to the requirements of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice of the general meeting must be voted by poll. Tan Sri Dato’ Chairman, in his capacity as Chairman of the Meeting, demanded for a poll to be taken on all the resolutions set out in the Notice of the 18th AGM in pursuance to Clause 77 of the Company’s Constitution.
The Company had appointed Tricor Investor & Issuing House Services Sdn Bhd, the Company’s Share Registrar as Poll Administrator to conduct the online voting process and Boardroom Corporate Services Sdn Bhd as the independent scruitineers to verify poll results.
Tan Sri Dato’ Chairman further informed that the polling process would be available throughout the deliberation of all the Agenda items until the announcement on the closure of voting sessions.
Poll Administrator was then invited to explain how the electronic and remote poll voting would be conducted and the housekeeping rules for the electronic and remote poll voting process vide video presentation.
AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS’ THEREON
The Audited Financial Statements of the Company for the financial year ended 31 December 2019 together with the Reports of the Directors’ and Auditors’ thereon were tabled for discussion.
It was recorded that the Audited Financial Statements of the Company for the financial year ended 31 December 2019 together with the Directors’ and Auditors’ Reports thereon be and are hereby received by the shareholders.
Tan Sri Dato’ Chairman then went through each of the motions set out in the Notice of the 18th AGM.
QUESTION AND ANSWER (“Q&A”) SESSION
The Company had received questions from shareholders and/or proxies prior to and during the AGM via query box. The shareholders and/or proxies were informed that due to time constraints, the Board will revert via email on those questions that yet to be answered.
In response to his queries in relation to the Phase 2 PMB Silicon plant, the CEO responded that it was expected to be fully operated in third quarter with expected revenue of RM450 million for year 2020.
To Madam Siew Yoke Keng’s enquiry pertaining to the update or presentation on the performance of the Company, the CEO informed that a corporate video on the performance and progress of silicon plant would be shared with shareholders during the voting session.
After the end of the Q&A session, Tan Sri Dato’ Chairman informed that the voting session will be close after 10 minutes. Thereafter, Tan Sri Dato’ Chairman informed that the outcome of the poll would be announced after the short break as it would take some time for the scrutineers to tabulate the results of the poll. The Meeting was then adjourned at 2.55 p.m. for the votes to be counted and to enable the scrutineers to present their report to Tan Sri Dato’ Chairman.
The Meeting resumed at 3.35 p.m. after obtaining the report from the Scrutineers.
Tan Sri Dato’ Chairman announced the results of the poll as follows:-
Ordinary Resolution 1
Votes in favour
Approval of Directors’ Fees and benefits payable to the Independent Non-Executive Directors up to an aggregate amount of RM170,000 for the financial year ending 31 December 2020
No. of Shareholders:
No. of Shares:
% of Voted Shares:
The interested Directors who are also shareholders of the Company have abstained themselves from voting on this resolution.
It was unanimously RESOLVED:-
THAT the payment of Directors’ Fees and benefits payable to the Independent Non-Executive Directors up to an aggregate amount of RM170,000 for the financial year ending 31 December 2020 be and is hereby approved.
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Ordinary Resolution 2
Re-election of Dato’ Koon Poh Tat as Director
THAT Dato’ Koon Poh Tat who retired pursuant to Clause 95 of the Constitution of the Company be and is hereby re-elected as Director of the Company.
Ordinary Resolution 3
Re-election of Mr Ernest Bong Miau Fatt as Director
THAT Mr Ernest Bong Miau Fatt who retired pursuant to Clause 95 of the Constitution of the Company be and is hereby re-elected as Director of the Company.
Ordinary Resolution 4
Re-election of Mr Loo Lean Hock as Director
THAT Mr Loo Lean Hock who retired pursuant to Clause 95 of the Constitution of the Company be and is hereby re-elected as Director of the Company.
Ordinary Resolution 5
Re-appointment of KPMG PLT as Auditors of the Company
It was RESOLVED:-
THAT KPMG PLT having indicated their willingness to accept re-appointment, be and are hereby re-appointed as Auditors of the Company at a fee to be determined by the Directors.
Ordinary Resolution 6
Authority under Section 76 of the Companies Act 2016 for the Directors to allot and issue shares
THAT pursuant to Section 76 of the Companies Act 2016, the Directors be and are hereby authorised to allot and 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 ten per centum (10%) of the total number of issued shares of the Company for the time being, subject always to the approval of all relevant regulatory bodies being obtained for such allotment and issuance.
Ordinary Resolution 7
Authority for Mr Loo Lean Hock to continue in office as Independent Non-Executive Director
THAT authority be and is hereby given to Loo Lean Hock who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than twelve (12) years, to continue to act as an Independent Non-Executive Director of the Company until the conclusion of the next Annual General Meeting in accordance with the Malaysian Code on Corporate Governance.
Ordinary Resolution 8
Authority for Mr Ernest Bong Miau Fatt to continue in office as Independent Non-Executive Director
THAT authority be and is hereby given to Ernest Bong Miau Fatt who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than twelve (12) years, to continue to act as an Independent Non-Executive Director of the Company until the conclusion of the next Annual General Meeting in accordance with the Malaysian Code on Corporate Governance.
Ordinary Resolution 9
Proposed Renewal of Shareholders’ Mandate for Existing Recurrent Related Party Transactions and Proposed New Shareholders Mandate for Additional Recurrent Related Party Transactions for PMB Technology Berhad and its subsidiaries (“Proposed Shareholders’ Mandate”)
As Tan Sri Dato’ Chairman was an interested party in this resolution, he handed the Chair over to Mr Loo Lean Hock for deliberation of this resolution.
THAT approval be and is hereby given to the Company and its subsidiaries (“PMBT Group”) to enter into recurrent related party transactions of a revenue or trading nature as set out in Section 2.3 (i) of the Circular to Shareholders dated 13 May 2020 which are necessary for the PMBT Group’s day-to-day operations subject to the following:
THAT the authority conferred shall continue to be in force until:
whichever is the earlier.
AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the Proposed Shareholders’ Mandate.
Mr Loo Lean Hock then handed the Chair back to Tan Sri Dato’ Chairman to continue with the remaining business of the Meeting.
Ordinary Resolution 10
Proposed Renewal of Authority for the Company to Purchase its own Ordinary Shares
THAT subject to the Companies Act 2016 (“Act”), the Constitution of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and the approvals of all relevant governmental and/or regulatory authorities (if any), the Company be and is hereby authorised to utilise an amount not exceeding the Company’s aggregate retained profits as at 31 December 2019 to purchase such amount of ordinary shares in the Company (“Proposed Renewal of Share Buy-Back Authority”) as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that the aggregate number of shares purchased and/or held pursuant to this resolution does not exceed ten per centum (10%) of the total number of issued shares of the Company.
THAT an amount not exceeding the Company’s retained profits be allocated by the Company for the Proposed Renewal of Share Buy-Back Authority.
THAT authority be and is hereby given to the Directors of the Company to decide at their absolute discretion to either retain the shares so purchased as treasury shares (as defined in Section 127 of the Act) and/or to cancel the shares so purchased and if retained as treasury shares, may resell the treasury shares and/or to distribute them as share dividend and/or subsequently cancel them.
THAT the authority conferred by this resolution will be effective immediately upon the passing of this resolution and will expire at:-
whichever occurs first, but not so as to prejudice the completion of the purchase(s) by the Company before the aforesaid expiry date and in any event, in accordance with the provisions of the guidelines issued by Bursa Securities and/or any other relevant governmental and/or regulatory authorities (if any).
AND THAT the Directors of the Company be authorised to take all steps necessary to implement, complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the Proposed Renewal of Share Buy-Back Authority as may be agreed or allowed by any relevant governmental and/or regulatory authority.
There being no other matters, the Meeting concluded at 3.41 p.m. with a vote of thanks to the Chair.