Summary of 51st AGM

The Chairman, Tan Sri Datuk Oh Siew Nam, informed the meeting that this was the first time the AGM of the Company was conducted entirely via live streaming and online remote voting in line with the guidelines of the Securities Commission Malaysia for listed issuers to conduct fully virtual or hybrid general meetings. All the resolutions in the notice of the 51st AGM would be voted by poll using remote voting facilities. Voting on the resolutions was opened when the meeting commenced, and closed after discussion of the agenda items was completed. Tricor Investor & Issuing House Sdn Bhd (“Tricor”) was the poll administrator to conduct the remote electronic voting, 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 5 June 2020 containing several questions on the Group’s operations and corporate governance, to which PPB replied in a letter dated 12 June 2020. The Chief Financial Officer (“CFO”), Ms Yap Choi Foong read out the Company’s replies. PPB’s written reply to MSWG’s questions is attached as Annexure A.
2. Presentation on the PPB Group
   The CFO presented the key Group financial highlights for the year ended 31 December 2019, and the Managing Director, Mr Lim Soon Huat, presented a summary of the Group business updates and prospects to the members.

   Note :
   The respective presentation slides are available on the Company website at this link: https://www.ppbgroup.com/images/pages/investor-relations/annual_general_meeting/presentation/AGM-2019-Presentation.pdf

1. Dividend
   The Chairman informed the meeting that the final dividend of 23 sen per share previously proposed on 27 February 2020 was reclassified in April 2020 as a second interim dividend, and had been paid on 2 June 2020. The Board had decided to re-classify the dividend to enable the proposed final dividend to be paid on the same date as previously announced, due to uncertainty on the date the AGM could be held.
2. Audited financial statements – Financial year ended (“FYE”) 31 December 2019
   The audited financial statements for FYE 2019 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.
   
   Members’ questions on the Group’s businesses were dealt with by the Chairman and management. They included the following matters :
   1. Cinema operations
      There were several questions on the impact of Covid-19 on the Group’s cinema operations, pertaining to the financial and business impacts, cinema leases, effect on employees, and cost-cutting measures. There was also a question on the rationale for the close proximity of two cinemas in the Cheras area.
      
      The Managing Director, Mr Lim Soon Huat, dealt with the above questions. His reply covered the following areas :
      • the various cost-reduction measures taken
      • prudent cashflow management, including deferment of non-essential expenditure
      • negotiations with landlords on rental terms
      • staff retention and support
      • safety measures for re-opening of the cinemas
      • decisions on the selection of cinema sites include strategic and operational considerations
   2. On a question on the utilization of the PPB Group’s cash, eg to seek potential acquisitions with attractive valuations under the ongoing economic and business conditions, the Chairman replied that the Company continues to look for business opportunities that would enhance the Group’s businesses.
3. The Chairman declared that the Company’s audited financial statements for FYE 2019 had been laid before the meeting.

Agenda items 4 and 5 were chaired by Mr Soh Chin Teck, an Independent Director and Chairman of the Audit Committee.

1. Directors’ fees
   The Board had recommended that the fees payable to non-salaried Directors remain unchanged for FYE 2019. As such the total fees payable to non-salaried Directors who served on the Board and various committees in 2019 would be RM940,000/-, the same amount paid for FYE 2018.
2. Directors’ benefits
   An amount of RM311,000/- for non-salaried Directors’ benefits which comprised allowances and benefits-in-kind for the period from 1 June 2019 to 30 June 2020 was approved at the 50th AGM held on 17 May 2019. Of this, about RM165,000/- was expected to be incurred up to 30 June 2020.
   
   The estimated value of benefits for non-salaried Directors for the period from 1 July 2020 to 30 June 2021 is RM290,000/-. This amount includes provisions for any increase in meeting allowances and the number of meetings, and directors’ medical expenses not covered by insurance.
   
   On a question whether there were any plans to reduce Directors’ fees in view of the Covid-19 pandemic, Mr Soh replied that the proposed Directors’ fees are for FYE 2019, and that the fees for FYE 2020 will be considered later in the year.

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

1. Tan Sri Datuk Oh Siew Nam;
2. Mr Lim Soon Huat; and
3. Encik Ahmad Riza bin Basir.

PPB’s Nomination Committee had carried out an assessment and recommended Tan Sri Oh, Mr Lim and Encik Riza for re-election as Directors.

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

OTHER BUSINESS

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 in 2019 until the conclusion of the next AGM of the Company.

Pursuant to the Malaysian Code on Corporate Governance, the Board through the Nomination Committee had carried out an assessment, and was 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 Company had not issued any new shares since the previous mandate in 2019.

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 abstained 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 Company had not exercised the Share Buy-back mandate to-date.

1. The meeting was adjourned at 11.30 am to enable members to complete the voting process, and registration closed at 11.35 am for tabulation and verification of votes.
2. The Chairman called the meeting to order at 11.57 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 put to vote at the 51st AGM of the Company were passed.