Minutes of the 26th Annual General Meeting (“AGM”) of the Company held at Kapar Room, Eastin
Hotel Penang, 1, Solok Bayan Indah, Queensbay, 11900 Bayan Lepas, Penang on 16
th June 2023 at
Mr. Ewe Eng Kah – Executive Chairman
Ms Ewe Wei Ru – Managing Director
Mr. Ewe Wee Ting – Executive Director
En Muttaqin Bin Othman – Non-Independent Non-Executive Director
Mr. Ong Kim Nam – Independent Non-Executive Director
En Mohd Farid Bin Azahari – Independent Non-Executive Director
Mr. Chua It Chit – Independent Non-Executive Director
Ms Ch’ng Lay Hoon, Company Secretary
Ms Tan Veen Leen – Messrs Grant Thornton Malaysia PLT
Ms. Thang An Nie – – do –
Mr. Joh Lau Tiang Hwa – – do –
Ms Joyce Wong – Messrs JWC Consulting Sdn Bhd
Mr. Koh Cheang Yew – – do –
Senior Management of the Company: –
Mr. Lee Jui Hong – Chief Financial Officer
Mr. Foo Boon Kee
The shareholders, corporate representatives and proxies who attended the 26th AGM shall form an integral part of these Minutes.
Mr. Ewe Eng Kah, the Executive Chairman of the Board welcomed all those present and stated that the Company Secretary has confirmed that pursuant to Article 69 of the Company’s Constitution, the quorum is present. As the requisite quorum is being present, the Chairman commenced the formal business for the meeting and called the meeting to order.
The proceeding of the 26th AGM was then handed over to the Company Secretary.
The Company Secretary then proceeded in introducing the members of the Board and the external and internal auditors of the Company as well the senior management team of the Company.
The Meeting noted that under paragraph 8.29A(1) of the Bursa Main Marketing Listing Requirement (“Listing Requirements”), the Company must ensure that any resolution set out in the notice of any general meeting, or in any notice of resolution which may properly be moved at any general meeting, is voted by poll.
The meeting noted that the Company’s Share Registrar, Messrs Plantation Agencies Sdn Bhd have been appointed as the Poll Administrator to conduct the polling process and Ms Choo Jun Lin of Messrs Tan Chuah Shuaib & Co. has been appointed as the Scrutineer to verify the poll results. The polling process for all Resolutions for today’s AGM would be conducted upon completion of the deliberation of all items to be transacted at the AGM.
The Chairman informed that the Notice of the AGM has been in the shareholders’ hands for the statutory period of not less than 21 days pursuant to Article 62(1) of the Company’s Constitution and Paragraph 7.15 of the Listing Requirements. With the consent from the floor, the Notice of Meeting appearing on Page 02 – 05 of the Annual Report 2022 was taken as read.
The Meeting further informed that no photography, or any form of audio or video recording is allowed at or during the Meeting is strictly prohibited.
It was further noted that as there is no legal requirement for a proposed resolution to be seconded, the Meeting shall go through each item on the Agenda.
The Meeting then moved to the meeting proper.
The Company Secretary then presented the agenda of the 26th AGM.
The Audited Financial Statements of the Company and Group for the financial year ended 31 December 2022 together with the Directors’ and Auditors’ Reports thereon which were previously circulated to the shareholders of the Company were laid at the meeting for discussion.
The Company Secretary stated that this Agenda is meant for discussion only and it will not be put forward for voting.
The Company Secretary also informed that the Audited Financial Statements and Reports were incorporated in the Annual Report 2022 and published on the Company’s webpage.
Without any questions from the floor, the Chairman then declared that the Audited Financial Statements of the Company and Group for the year ended 31 December 2022 were duly tabled and received by the shareholders of the Company.
The Company Secretary informed the meeting that Ordinary Resolution 1 dealt with the re-election of Mr. Ewe Eng Kah who retired pursuant to Article 88 of the Company’s Constitution and being eligible, had offered himself for re-election. The Meeting proceeded with the next agenda of the Meeting.
The Company Secretary informed the meeting that Ordinary Resolution 2 dealt with the re-election of En. Muttaqin Bin Othman who retired pursuant to Article 88 of the Company’s Constitution and being eligible, had offered himself for re-election.
The Company Secretary informed the meeting that Ordinary Resolution 3 dealt with the re-election of Mr. Chua It Chit who retired pursuant to Article 95 of the Company’s Constitution and being eligible, had offered himself for re-election
The Company Secretary informed that the next agenda of the meeting was to approve the Directors’ Fees of up to RM100,000 for the financial year ending 31 December 2023.
The Company Secretary informed that the next agenda of the meeting was to approve the payment of Benefit Payable to Non-Executive Directors up to RM24,000 from 17 June 2023 to the next AGM of the Company.
The Company Secretary informed that Ordinary Resolution 6 was to re-appoint Messrs Grant Thornton Malaysia PLT, the retiring Auditors as the Auditors of the Company and to authorise the Directors to fix their remuneration. The Meeting was informed that the retiring Auditors, Messrs Grant Thornton Malaysia PLT have indicated their willingness to continue in office.
The meeting proceeded with the Special Business of the Agenda to obtain the approval from the shareholders to empower the Directors to issue additional shares up to an aggregate amount not exceeding 10% of the total number of issued share capital of the Company and waiver from the shareholders pursuant to Section 85 of the Act.
This resolution, when approved by the shareholders, would allow the Board a certain amount of flexibility, when the need arises, to issue additional shares subject to approval of all relevant regulatory bodies being obtained, where necessary.
The Company Secretary informed that Ordinary Resolution 8 sets out the proposed renewal of share buy-back authority with details as set out in Part B of the Circular/Statement to Shareholders dated 28th April 2023.
The Company Secretary informed that Ordinary Resolution 9 sets out the proposed shareholders’ mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature with details as set out in Part A of the Circular/Statement to Shareholders dated 28 th April 2023.
It was noted that no notice of any other business for transaction had been received by the Company for the 26th AGM.
The Secretary explained the voting process and all shareholders are requested to complete the voting slips furnished at the point of registration.
The Meeting noted the closing of the voting once all voting slips have been collected by the Poll Administrators and the Meeting was adjourned for votes counting and verification
The Meeting continued for declaration of results. The Company Secretary informed that the results of the poll taken have been verified by the Independent Scrutineers and declared the displayed results with details as follows: –
Based on the poll results, the Chairman declared that Ordinary Resolutions 1 to 9 as tabled at the 26th AGM were carried.
The Chairman concluded the meeting and thanked all those who participated in the Company’s 26th AGM.
There being no other matter to discuss, the 26th AGM of the Company concluded at 11.45 a.m. with a vote of thanks to the Chairman.
Confirmed as a correct record
(Duly signed by Mr. Ewe Eng Kah)