Investor Relations

Summary of 50th AGM

Summary of the key matters discussed at the 50th Annual General Meeting (“AGM”) of PPB Group Berhad (“PPB” or the “Company”) held at Sabah Room, B2 Level, Shangri-La Hotel Kuala Lumpur, 11 Jalan Sultan Ismail, 50250 Kuala Lumpur on Friday, 17 May 2019 at 10.00 am.


    The Chairman informed the meeting that voting on all the resolutions in the notice of the 50th AGM would be carried out by poll. Voting on the resolutions tabled at the meeting was 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.

    1. Letter from Minority Shareholder Watchdog Group (“MSWG”)
      The MSWG had submitted a letter dated 9 May 2019 containing several questions on the Group’s operations, to which PPB replied in a letter dated 17 May 2019. 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.
    2. Presentation on the PPB Group
      The Managing Director, Mr Lim Soon Huat, presented a summary of PPB’s main businesses and performance highlights to the members.
    3. Questions and answers
      Several questions were raised by the members subsequent to items 2(a) and (b) above, which were dealt with by the Chairman and management. These included the following :
      • Business prospects of the Chemquest (“CQ”) group going forward.
      • Sales status of the Megah Rise apartments currently under development.
      • The group’s plans for the Golden Screen Cinemas operations.
      • On the consumer marketing segment, any plans to expand into new products or venturing downstream into retail-based businesses.
      • Effects of the US-China trade dispute on the group.

    The audited financial statements for financial year ended (“FYE”) 31 December 2018 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. The members’ questions on the Group’s businesses and financials comprising the matters below were dealt with by the Chairman and management :

    • The effect of the US-China trade dispute on the purchase of raw materials, production costs and selling prices.
    • The payment terms of the CQ group’s contracts, and disclosure thereof in the financial statements.
    • The group’s exposure to borrowings in foreign currencies.
    • The group’s other investments, and dividends received therefrom.
    • Details of the group’s trade and other receivables.

    The Chairman declared the Company’s audited financial statements for FYE 2018 properly laid before the meeting.


    The Directors had recommended a final single tier dividend of 20 sen per share for FYE 31 December 2018 for shareholders’ approval. Together with the interim single tier dividend of 8 sen per share already paid, the total dividend declared/proposed for FYE 2018 would be 28 sen per share based on the enlarged share capital after the one-for-five bonus issue in 2018.

    5.1 Directors' fee

    The Board had recommended that the fees payable to non-salaried Directors remain unchanged for FYE 2018. As such the total fees payable to non-salaried Directors who served on the Board and various committees in 2018 would be RM940,000/-, the same amount paid for FYE 2017.

    5.2 Directors’ benefits

    An amount of RM170,000/- for non-salaried Directors’ benefits which comprised allowances and benefits-in-kind for the period from 1 June 2018 to 30 June 2019 was approved at the 49th AGM held on 15 May 2018. Of this, about RM165,000/- was expected to be incurred up to 30 June 2019.

    The estimated value of benefits for non-salaried Directors for the period from 1 July 2019 to 30 June 2019 is RM311,000/-. This amount includes provisions for any increase in meeting allowances and the number of meetings, and certain directors’ medical expenses not covered by insurance.


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

    1. Dato’ Capt Ahmad Sufian @ Qurnain bin Abdul Rashid; and
    2. Madam Tam Chiew Lin.

    The Chairman informed the members that for good corporate governance practice relating to external auditors, the Board felt that it was time to consider a change of auditors. A committee was set up to evaluate prospective auditors based on a comprehensive set of criteria. The results of the evaluation were presented to, and reviewed by the Audit Committee, who recommended Ernst & Young for appointment as auditors.

    The Chairman also expressed the Group’s appreciation for Mazars PLT’s services and support over the years.



    Dato’ Captain Sufian was appointed as an Independent Non-executive Director in 2009, and his tenure as an independent director was extended at the AGM last year until the conclusion of this meeting.

    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 for the continuation of Dato’ Captain Sufian’s tenure as an independent director until the conclusion of the next AGM.


    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. The Chairman informed the meeting that the Company had not issued any new shares since the previous mandate in 2018.


    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 a related party, namely PGEO Group Sdn Bhd (“PGEO”) and/or its connected persons.

    PGEO and its connected persons would abstain from voting on the Ordinary Resolution No.9.

    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 Chairman informed the meeting that the Company had not exercised the Share Buy-back mandate to-date.


    Shareholders’ approval was sought to adopt a new Company Constitution in place of the existing Memorandum and Articles of Association (“Proposed Adoption”). The objective of the Proposed Adoption is primarily to align the proposed new Constitution with provisions in the Companies Act 2016 and Bursa Securities Listing Requirements.

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


    1. Registration of shareholders/proxy holders for voting was closed at 11.50 am, and the meeting was adjourned at 12 noon for commencement of voting.
    2. The Chairman called the meeting to order at 12.15 pm 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 50th AGM of the Company were passed.

Annexure A – PPB’S Replies To MSWG’S Questions

Summary of key matters discussed at the 50th AGM of PPB held on 17 May 2019


Strategic and Financial Matters

  1. FFM Marketing Sdn Bhd has extended its services to the HORECA (Hotel, Restaurant and Catering) segment (page 24 of the AR2018). What are the results that have been achieved so far? To what extent will the new focus area help to uplift the revenue and profitability of the Consumer Products business unit in view of the declining profit margin (page 166 and 168 of AR2018)?


    FFM Marketing Sdn Bhd’s coverage of the HORECA sector is at an early stage. Our strategy is to focus on the right product mix for various outlet chains to penetrate into this segment. To-date we have successfully secured a contract with a coffee chain and are presently negotiating with other fast food and restaurant chains.

  2. On page 28 of AR2018 on the business review of Environmental Engineering and Utilities, please elaborate on the plans to explore opportunities in Large Scale Solar projects. What is the expected profit from this new venture?


    Our business objectives include on-going evaluations of possible ventures which may create synergies or are complementary to our businesses, and large scale solar projects is one of them.

  3. The Company’s financial results depends substantially on Wilmar International Limited’s business performance by virtue of its 18.5% stake in the latter (page 33 of AR2018). What will be the impact on Wilmar with the prolonged trade tension between United States and China?


    The US-China trade tension has impact on many businesses across the region, particularly companies which are doing business in greater China and have exposure in global trades. However, Wilmar has been able to navigate the challenges and deal with the uncertainties and remained resilient. This is evidenced by Wilmar’s first quarter 2019 results, which showed a 26% increase in net profit to USD257 million.

  4. A major injury happened in flour and feed milling unit which further led to the conduct of a safety inquiry and recommendation of preventive measures (page 78 of AR2018). What is the cause of the major injury? What are the measures that have been implemented by the Company to prevent the reoccurrence of such in the future?


    A general worker’s hand was injured while helping a Maintenance Supervisor to move a platform. Moving forward, instructions have been issued on the carrying out of complicated tasks and for closer supervision of unskilled workers.

Corporate Governance Matters

  1. According to paragraph 15.08(3)(b) of Bursa Malaysia Main Market Listing Requirements (MMLR), the board of directors must disclose in the annual report of the listed issuer, a statement on the training attended by its directors which includes a brief description on the type of training that the directors have attended for the financial year. However, we note that on page 48 of the Corporate Governance Overview Statement on AR2018, there are no details provided for the trainings attended by Tan Sri Datuk Oh Siew Nam and Datuk Ong Hung Hock.

    Please explain.


    As stated in the Corporate Governance Overview Statement on page 48 of the 2018 annual report, all the Directors including Tan Sri Datuk Oh Siew Nam and Datuk Ong Hung Hock attended PPB’s annual in-house training session for directors and senior management. The topics presented at the said training are also set out on the same page.

    In addition to the above, the other Directors also attended other training sessions during the year, details of which are set out on page 48.

  2. The Company did not disclose the timeframe required to formalise the policies on gender diversity, and remuneration of directors and senior management (page 15 and 19 of the Corporate Governance Report). The Malaysian Code on Corporate Governance states Large Companies are required to disclose the timeframe required to comply with the prescribed Practice.

    Please take note.


    We note your comment and the provisions of the Malaysian Code on Corporate Governance on the above policies, which we will revisit periodically.

17 May 2019

Annexure B – Results of poll voting

Summary of key matters discussed at the 50th AGM of PPB held on 17 May 2019

Resolution No. Subject Votes for Votes against Total votes
No. of shares % No. of shares % No.of shares %
Ordinary Resolution 1 To approve the payment of a final dividend. 1,087,628,241 100.000 0 0.000 1,087,628,241 100.000
Ordinary Resolution  2 To approve the payment of Directors' fees. 1,087,477,722 99.999 1,300 0.000 1,087,479,022 100.000
Ordinary Resolution  3 To approve the payment of Directors’ benefits. 1,087,478,222 99.999 800 0.000 1,087,479,022 100.000
Ordinary Resolution  4 To re-elect Dato’ Capt Ahmad Sufian @ Qurnain bin Abdul Rashid as a Director. 1,074,869,709 98.828 12,743,720 1.172 1,087,613,429 100.000
Ordinary Resolution  5 To re-elect Madam Tam Chiew Lin as a Director. 1,073,524,873 98.704 14,101,348 1.297 1,087,626,221 100.000
Ordinary Resolution  6 To appoint Ernst & Young as auditors of the Company. 1,082,334,221 99.513 5,292,000 0.487 1,087,626,221 100.000
Ordinary Resolution  7 To approve the continuation of Dato’ Captain Sufian’s tenure as an Independent Director. 1,070,953,169 98.468 16,660,260 1.532 1,087,613,429 100.000
Ordinary Resolution  8 To authorise the Directors to allot and issue shares. 1,074,234,475 98.769 13,391,746 1.231 1,087,626,221 100.000
Ordinary Resolution  9 To approve a shareholders’ mandate for recurrent related party transactions of a revenue or trading nature with PGEO Group Sdn Bhd and/or its connected persons. 1,087,625,421 99.999 800 0.000 1,087,626,221 100.000
Ordinary Resolution  10 To approve the Proposed Share Buy-back. 1,087,575,101 99.999 800 0.000 1,087,575,901 100.000
Special Resolution 11 To adopt a new Constitution of the Company. 1,086,975,415 99.940 650,806 0.060 1,087,626,221 100.000

17 May 2019

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