- POLL VOTING
The Chairman informed the meeting that voting on all the resolutions set out in the notice of the 48th AGM would be carried out by poll pursuant to the Bursa Securities Listing Requirements. Voting on all the resolutions tabled at the meeting was subsequently conducted on completion of the discussion of the agenda items. Tricor Investor & Issuance House Sdn Bhd (“Tricor”) was the poll administrator to conduct the electronic voting process, and Asia Securities Sdn Bhd acted as scrutineer to validate the votes cast.
- DIRECTORS’ REPORT AND AUDITED FINANCIAL STATEMENTS
PPB had received a letter dated 8 May 2017 from the Minority Shareholder Watchdog Group (“MSWG”) containing several questions on the Group’s operations, and had replied to MSWG in a letter dated 9 May 2017. The Chief Financial Officer, Ms Leong Choy Ying, read out MSWG’s questions and the Company’s replies for the benefit of shareholders present. PPB’s replies to MSWG’s questions are set out in Annexure A.
The Chairman also invited questions from the floor on the Company’s replies to MSWG, as well as on the financial statements and group’s businesses. A number of questions raised by the members were dealt with by the Chairman and management.
The audited financial statements for financial year ended (“FYE”) 31 December 2016 were tabled at the AGM pursuant to Section 340(1)(a) of the Companies Act 2016, and this agenda item was not required to be put to vote. The Chairman declared the Company’s audited financial statements for FYE 2016 properly laid before the meeting.
- FINAL DIVIDEND
The Directors had recommended a final single tier dividend of 17 sen per share for FYE 31 December 2016 for shareholders’ approval. Together with the interim single tier dividend of 8 sen per share already paid, the total dividend declared/proposed for FYE 2016 would be 25 sen per share.
- DIRECTORS’ FEES AND BENEFITS
4.1 Directors’ fees
Directors’ fees were last revised for FYE 2015. The Board had recommended that the fees payable to non-salaried Directors remain unchanged for FYE 2016, except for the proposed payment of a fee of RM500,000/- to the Chairman of the Board, who had ceased to receive a monthly salary and other emoluments since 2016. The total fees payable to non-salaried Directors who served on the Board and various committees in 2016 would amount to RM880,000/- compared to RM375,000/- for FYE 2015.
4.2 Directors’ benefits
The benefits payable to non-salaried Directors comprise allowances and benefits-in-kind. The estimated value for the period from 31 January 2017 to 31 May 2018 is RM242,470/-.
- RE-ELECTION/ELECTION OF DIRECTORS
The following Directors sought re-election/election at the AGM :
- Mr Lim Soon Huat and En Ahmad Riza bin Basir who retired by rotation; and
- The Chairman, Tan Sri Datuk Oh Siew Nam, who was re-appointed at the previous AGM in 2016 and would cease to hold office at the conclusion of the 48th AGM.
- RE-APPOINTMENT OF AUDITORS
Mazars PLT, the retiring auditors had indicated their willingness to be re-appointed and the Audit Committee had recommended their re-appointment.
AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO THE COMPANIES ACT 2016
Shareholders’ approval was sought to authorise the Directors to allot and issue shares not exceeding 10% of the Company’s issued shares to avoid any delay and cost of convening general meetings should the Company need to issue new shares during the year.
SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
Shareholders’ approval was sought for a proposed mandate for the PPB group to enter into recurrent related party transactions of a revenue or trading nature with the following entities :
- PGEO Group Sdn Bhd (“PGEO”) and/or its connected persons; and
- Kuok Brothers Sdn Berhad (“KBSB”) and/or its connected persons.
The above related parties and their connected persons would abstain from voting on the respective resolutions.
RENEWAL OF AUTHORITY FOR SHARE BUY-BACK
Shareholders’ approval was sought for the renewal of the authority for the Proposed Share Buy-back to enable the Company to purchase its own ordinary shares, up to a maximum of 10% of the issued shares of the Company.
The Company did not receive notice of any other business of an annual general meeting.
VOTING ON RESOLUTIONS
- Registration of shareholders/proxy holders for voting was closed at 11.20 am, and the meeting was adjourned at 11.30 am for the commencement of the voting process.
- The Chairman called the meeting to order at 11.50 am for the declaration of the voting results provided by the poll administrator and verified by the scrutineers. Based on the results of the voting set out in Annexure B to this summary, the Chairman declared that all the resolutions tabled and put to vote at the 48th AGM of the Company were passed.