Summary of 49th AGM

1. POLL VOTING

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   The Chairman informed the meeting that voting on all the resolutions set out in the notice of the 49th AGM would be carried out by poll. Voting on the resolutions tabled at the meeting was subsequently conducted on completion of the discussion of the agenda items. Tricor Investor & Issuing 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.

2. PROPOSED BONUS ISSUE AND PERFORMANCE HIGHLIGHTS

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   1. Proposed bonus issue
      The Chairman informed the Meeting that PPB had on 8 May 2018 announced a proposed 1 for 5 bonus issue (“Proposed Bonus Issue”), whereby a total of 237 million bonus shares would be issued by capitalizing from retained earnings. The Additional Listing Application to Bursa Securities is being prepared, and members’ approval for the Proposed Bonus Issue will be sought in due course. The Proposed Bonus Issue is expected to be completed in the 3rd quarter of the year.
   2. Letter form Minority Shareholder Watchdog Group ("MSWG")
      PPB had received a letter dated 8 May 2018 from the MSWG containing several questions on the Group’s operations, and had replied to MSWG in a letter dated 15 May 2018. The Chief Financial Officer (“CFO”), Ms Yap Choi Foong read out the Company’s replies for the benefit of members present. PPB’s written reply to MSWG’s questions is attached as Annexure A.
   3. Presentation on the PPB Group
      The Managing Director, Mr Lim Soon Huat, and the CFO presented a summary of PPB’s history, its main businesses and performance highlights to the members.
3. DIRECTORS’ REPORT AND AUDITED FINANCIAL STATEMENTS
   

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   The audited financial statements for financial year ended ("FYE") 31 December 2017 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 invited questions from the floor on the Company’s financial statements and group’s businesses. Several questions on the Group’s businesses were raised by the members which were dealt with by the Chairman and management. These comprised the following :

   1. What is the take-up rate for the Megah Rise project (in Petaling Jaya)?
      Response
      The soft launch of the Megah Rise project was held in November 2017. The project has received positive response, particularly from residents in the surrounding area, and the take-up rate to-date is about 40%. The official launch is scheduled in July/August 2018.
   2. What is the percentage of land not developed yet by Hillcrest Gardens Sdn Bhd (“Hillcrest”), and the projected GDV of future developments by Hillcrest?
      Response
      Hillcrest currently has 148 acres of undeveloped land (84 acres in Taman Puchong Utama, and 64 acres in Taman Sri Gombak). These lands have not been revalued in the past 10 years. PPB is unable to provide the estimated GDV as its acquisition of 16.8% in Hillcrest has yet to be completed.
   3. Most of the Group's profits are contributed by the Grains & Agribusiness segment. Will PPB expand its business into agriculture?
      Response
      PPB also has a stake in the agribusiness sector through its investment in Wilmar International Limited; it presently has no intention to expand directly into agriculture on its own. Nonetheless the Board and management is always on the lookout for potential businesses.

   The Chairman declared the Company's audited financial statements for FYE 2017 properly laid before the meeting.

4. FINAL DIVIDEND

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   The Directors had recommended a final single tier dividend of 22 sen per share for FYE 31 December 2017 for shareholders’ approval. Together with the interim single tier dividend of 8 sen per share already paid, the total dividend declared/proposed for FYE 2017 would be 30 sen per share.

5. DIRECTORS’ FEES AND BENEFITS

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   5.1 Directors' fee
   
   Directors’ fees were last revised for FYE 2015. The Board had recommended that the fees payable to non-salaried Directors for FYE 2017 be revised as follows :
   1. That the annual base fee for non-salaried Directors, excluding the Chairman, be increased from RM60,000/- to RM70,000/-; and
   2. That the fee for the Audit Committee Chairman be increased from RM20,000/- to RM25,000/-, and from RM12,500/- to RM15,000/- for each of the other Audit Committee members.

   The proposed revisions above had been reviewed by PPB’s Remuneration Committee.

   The total fees payable to non-salaried Directors who served on the Board and various committees in 2017 would amount to RM940,000/- compared to RM880,000/- for FYE 2016.

   
   5.2 Directors’ benefits

   An amount of RM242,470/- for Directors’ benefits which comprise allowances and benefits-in-kind was approved at the 48th AGM held on 9 May 2017 for the period from 31 January 2017 to 31 May 2018, of which about RM145,490/- is expected to be incurred up to 31 May 2018.

   The estimated value of benefits payable to non-salaried Directors for the period from 1 June 2018 to 30 June 2019 is RM170,000/-.

6. RE-ELECTION OF DIRECTORS

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   The following Directors who retired by rotation offered themselves for re-election at the AGM :

   1. Datuk Ong Hung Hock; and
   2. Mr Soh Chin Teck
7. RE-APPPOINTMENT OF AUDITORS

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   Mazars PLT, the retiring auditors had indicated their willingness to be re-appointed and the Audit Committee had recommended their re-appointment.

SPECIAL BUSINESS

8. EXTENSION OF DATO’ CAPTAIN AHMAD SUFIAN @ QURNAIN BIN ABDUL RASHID’S TENURE AS AN INDEPENDENT DIRECTOR

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   Dato’ Captain Sufian was appointed as an Independent Non-executive Director on 22 June 2009, and his term as an independent director would exceed nine years after 22 June 2018.

   Pursuant to the Malaysian Code on Corporate Governance, the Board through the Nomination Committee had carried out an assessment, and is satisfied that Dato’ Captain Sufian is able to exercise independent judgement, and act in the best interest of the Company.

   Shareholders’ approval was sought to extend Dato’ Captain Sufian’s tenure as an independent director until the conclusion of the next AGM.

9. AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO THE COMPANIES ACT 2016

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   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.

10. SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

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    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 related parties :

    1. PGEO Group Sdn Bhd and/or its connected persons; and
    2. Kuok Brothers Sdn Berhad and/or its connected persons.

    The above related parties and their connected persons would abstain from voting on the respective resolutions.

11. RENEWAL OF AUTHORITY FOR SHARE BUY-BACK

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    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

12. OTHER BUSINESS

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    The Company did not receive notice of any other business of an annual general meeting.

13. VOTING ON RESOLUTIONS

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    1. Registration of shareholders/proxy holders for voting was closed at 11.40 am, and the meeting was adjourned at 11.45 am for the commencement of the voting process.
    2. The Chairman called the meeting to order at 11.55 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 49th AGM of the Company were passed.