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.
- POLL VOTING
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.
- PRELIMINARY MATTERS
- 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. - 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. - 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.
- Letter from Minority Shareholder Watchdog Group (“MSWG”)
- DIRECTORS’ REPORT AND AUDITED FINANCIAL STATEMENTS
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.
- FINAL DIVIDEND
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.
- DIRECTORS’ FEES AND BENEFITS
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.
- RE-ELECTION OF DIRECTORS
The following Directors who retired by rotation offered themselves for re-election at the AGM :
- Dato’ Capt Ahmad Sufian @ Qurnain bin Abdul Rashid; and
- Madam Tam Chiew Lin.
- RE-APPPOINTMENT OF AUDITORS
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.
SPECIAL BUSINESS
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CONTINUATION OF DATO’ CAPTAIN AHMAD SUFIAN @ QURNAIN BIN ABDUL RASHID’S TENURE AS AN INDEPENDENT DIRECTOR
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. -
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. The Chairman informed the meeting that the Company had not issued any new shares since the previous mandate in 2018.
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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 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. -
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 Chairman informed the meeting that the Company had not exercised the Share Buy-back mandate to-date.
- ADOPTION OF NEW CONSTITUTION
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. -
OTHER BUSINESS
The Company did not receive notice of any other business of an annual general meeting.
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VOTING ON RESOLUTIONS
- 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.
- 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.
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