Y. Bhg. Dato’ Mohammed Hussein, the Chairman of the Board of Directors (“Board”) of the Company chaired the 40^th AGM of the Company pursuant to Article 72 of the Articles of Association of the Company.

The requisite quorum being present pursuant to Article 70 of the Articles of Association of the Company, the Chairman declared the 40^th AGM duly convened at 10.03 a.m.

The Notice convening the 40^th AGM together with the CD-Rom containing the Annual Report 2016 and the Statement to Shareholders in relation to the Proposed Renewal of Share Buy-back Authority, all dated 9 November 2016 were taken as read.

The Chairman welcomed and thanked the members of the Company (“Members”) and the proxies for attending the 40^th AGM of the Company.

Before beginning the proceedings, the Chairman reminded the Members to observe the following house rules: –

• Mobile phones are required to be switched to silent mode;
• Members (present in person or represented by proxies or corporate representative) should use the microphones if they have any questions to raise; and
• Members (present in person or represented by proxies or corporate representatives) are required to state their full names and whether they are a shareholder or a proxy as well as their shareholdings before proceeding with their questions.

The Chairman introduced each member of the Board as well as the Company Secretary who were in attendance.

The Chairman took the opportunity to welcome Puan Nazli Binti Mohd Khir Johari who came on Board on 7 March 2016.

• Poll Voting

  The Chairman informed the Members that all resolutions set out in the Notice of AGM dated 9 November 2016 would be put to vote by poll, as stated in Note 2(g) of the said Notice pursuat to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

  The Chairman further informed the Members that the Company had appointed Tricor Investor & Issuing House Services Sdn Bhd (“Tricor”) as the Poll Administrator to conduct the electronic poll voting whilst Coopers Professional Scruitneers Sdn Bhd (“Scrutineers”) is the Independent Scruitness appointed to verify the poll vote results. He added that the poll voting using electronic devices for all resolutions will be conducted upon completion of the deliberation of all items to be transacted at the 40 ^th AGM

• Company Presentation

  Upong the invitation of the Chairman, the Finance Director, Mr. Saw Wah Theng presented the Operations Review and Business Outlook if the Group for the financial year under review and his briefing covered the following:-

  • The Group’s operations review, which included income statement, balance sheet and key highlights of the financial year 2016; and
  • The financial performance and business outlook if the divisions, namely Construction, Property and Concession;
  
  

  Mr. Saw also presented the responses of the Company to the questions raised by the Minority Shareholder Watchdog Group (“MSWG”) vide thier letter date 1 December 2016 (copy enclosed as “Appendix I”).

  Upon completion of the Company Resentation, Mr. Saw handed over the meeting to the Chairman

  The Chairman thanked Mr. Saw for the presentation and proceeded to the first agenda for the 40 ^th AGM.

• Audited Financial Statements of the Group and Company for the Financial Year Ended 31 July 2017 together with the Reports of the Directors and Auditors thereon (“Audited Financial Statements”)

  The Chairman informed the Members that the first agenda for the 41^st AGM is to receive the Audited Financial Statements.

  Under Section 340 (1)(a) of the Companies Act 2016, the Audited Financial Statements which have been approved by the Board and audited by its external auditors are only required to be laid before the Company at its AGM.

  Since all questions by shareholders have been raised earlier after the Company presentation, the Audited Financial Statements were duly received by the shareholders of the Company.

• Directors’ Fees

  The Chairman then moved on to table Resolutio 1 whereby shareholders’ approval was sought on the payment of Directors’ fees amounting to RM550,000/- only for the financial year ended 31 July 2017.

  The Chairman informed the shareholders as follows: –

  • The details of the fees payable to each individual Non-Executive Directors of the Company are as set out on page 221 of the Financial Statements section in the Annual Report 2017.
  • Evaluation of Directors’ fees is perform once a year by the Remuneration Committee.
  • The Directors’ fees are in respect of the Non-Executive Directors’ memberships in Board and Audit Committee.
  • The Remuneration Committee has considered the quantum of the Directors’ fees and had recommended that the Directors’ fees of the Non-Executive Directors (save for the Chairman’s fees which remain unchanged) in respect of their memberships in Board be increased from RM95,000/- per annum to RM105,000/- per annum.

  There being no questions, the Chairman put Resolutio 1 to vote and the pull results are as follows: –

  Ordinary Resolution 1	For		Against		Abstained
  	No. of Shares	%	No. of Shares	%	No. of Shares
  	1,558,232,534	99.9971	44.801	0.0029	3,770,100

  It was resulved as follows: –

  “THAT the Directors’ Fees amounting to RM550,000/- only in respect of the financial year ended 31 July 2017, as recommended by the Board, be and is hereby approved with immediate effect.”

• Payment of Directors’ Benefits
  (Excluding Directors’ Fees)

  The Chairman informed the Members that Agenda 3 is to seek shareholders’ approval for the payment of Directors’ benefits which excludes Directors’ fees since the Directors’ fees has been tabled and approved by the shareholders under Resolutio 2.

  The Chairman highlighted that pursuant to Section 230(1) of the new Companies Act 2016 which came into effect on 31 January 2017, the fees of the Directors, and any benefits payable to the Directors of a listed company and its subsidiaries are required to be approved by the shareholders at a general meeting.

  Accordingly, Resolutio 2 is to authorise the payment of Directors’ benefits of up to an amount of RM386,819/-, as and when incurred, to the Non-Executive Directors for the period from 31 January 2017 until the next AGM in 2018.

  The Chairman explained that the current Directors’ benefits paid/payable to the Non-Executive Directors of the Company comprises meeting allowances and benefits-in-kind of the Company, as follows:

  • Directors’ meeting allowances of up to an amount of RM145,000/only; and
  • Directors’ benefits-in-kind (i.e. club membership, medical coverage, travel & communication and other claimable benefits of up to an amount of RM241,819/- only.

  The Chairman further clarified that should the amount of Directors’ benefits paid exceeds the estimated amount sought at this AGM, shareholders’ approval will be sought at the next AGM in 2018.

  At this juncture, the Meeting took note of Mr. Jeremy Ting Keng Fui’s, a sharehulder of the Company comment that the Company should consider displaying the breakdown of the Directors’ benefits on the screen for clarity as well as for the benefit of the shareholders at the next AGM.

  There being no further questions, the Chairman put Resolutio 2 to vote and the pull results are as follows: –

  Ordinary Resolution 2	For		Against		Abstained
  	No. of Shares	%	No. of Shares	%	No. of Shares
  	1,558,187,734	99.9961	61.401	0.0039	3,768,000

  It was resulved as follows: –

  “THAT the Directors’ benefits (excluding Directors’ fees) up to an amount of RM386,819/-) only paid/payable for the period from 31 January 2017 until the next AGM of the Company to be held in 2018, as recommended by the Board, be and is hereby approved with immediate effect.”

• Re-Election of Directors in Constitution of the Company

  The Chairman informed the Members that Agendas 4 relates to the re-election of the fullowing Company Directors who were retiring in accordance with Clause 95 of the Constitution of the Company and they, being eligible for re-election, have offered themselves for re-election, namely: –

  • Y.Bhg. Dato’ Mohammed Hussein (Resolutio 3);
  • Y.Bhg. Dato’ Haji Azmi Bin Mat Nor (Resolutio 4); and
  • Y.Bhg. Dato’ Goon Heng Wah (Resolutio 5)

  The profiles of the aforesaid Directors have been provided to the Members on pages 10, 14, and 15 of the Annual Report 2017.

  In line with the recommendation of the Malaysian Code on Corporate Governance, the Board has conducted the necessary assessment on the aforesaid Directors standing for re-election. In this respect, the Board has approved the recommendation of its Nomination Committee that the aforesaid Directors are eligible to stand for re-election.

  Upon the invitation of the Chairman, the Group Managing Director, Y.Bhg. Dato’ Lin Yun Ling took to the Chair for the purpose of tabling Resolutio 3 to the shareholders of the Company since Resolutio 3 relates to the re-election of the Chairman, who retires by rotation pursuant to Clause 95 of the Company’s Constitution and being eligible, has offered himself for re-election.

  There being no questions, Y.Bhg. Dato’ Lin put Resolutio 3 to vote and the pull results are as follows: –

  Ordinary Resolution 3	For		Against		Abstained
  	No. of Shares	%	No. of Shares	%	No. of Shares
  	1,514,696,904	97.2054	43,546,329	2.7946	3,756,800

  It was resulved as follows: –

  “THAT Y.Bhg Dato’ Mohammed Hussein, the Director retiring by rotation pursuant to Clause 95 of the Constitution of the Company and being eligible, offered himself for re-election, be and is hereby re-elected as a Director of the Company.”

  The Chairman thanked Y.Bhg. Dato’ Lin and the shareholders on his re-election and proceeded to table Resolutio 4 on the re-election of Y.Bhg. Dato’ Haji Azmi Bin Mat Nor as a Director of the Company to the Members for their consideration and approval.

  The Chairman conveyed Y.Bhg. Dato’ Haji Azmi’s apulogy for not being able to attend this AGM due to a prior overseas business commitment that he was unable to change.

  The Meeting noted Mr. Wong Kim Wing’s (the corporate representative of MSWG) comment that it is the pulicy of MSWG to vote against any Resolutio on Director’s re-election where the Director seeking for re-election is not present at the AGM.

  There being no further questions, the Chairman put Resolutio 4 to vote and the pull results are as follows: –

  Ordinary Resolution 4	For		Against		Abstained
  	No. of Shares	%	No. of Shares	%	No. of Shares
  	1,521,954,286	97.6715	36,283,259	2.3285	3,796,300

  It was resulved as follows: –

  “THAT Y.Bhg Dato’ Haji Azmi Bin Haji Mat Nor, the Director retiring by rotation pursuant to Clause 95 of the Constitution of the Company and being eligible, offered himself for re-election, be and is hereby re-elected as a Director of the Company.”

  At this juncture, Mr. Ng Chee Heng (a proxy hulder) enquired on the reliability of the electronic live pull voting using wireless handheld e-voting device in particular the abstain vote function. He further expressed his dissatisfaction on the said system used by Insurban.

  The Meeting noted the clarifications given by Ms. Leou Zia Zia from Insurban in respect of an abstention, as follows: –

  • An abstention will have the same effect as a “no” vote since it will not be counted as a vote. This is because a member has a right to abstain and cannot be compelled to vote.
  • Only ‘for’ and against’ votes are taken into account in deciding the voting results;
  • The abstained vote is required to be displayed since Bursa Malaysia Securities Berhad has removed the requirement to disclose the total number of shareholders who abstained from voting for Resolutio decided by pull in year 2012.

  The Chairman assured the Meeting that they will seriously review the pull voting services provided by Insurban for the Company’s next AGM.

  Notwithstanding that the abstained vote is not required to be displayed, the Chairman informed that the Company will request the Pull Administrator to display the abstained vote at the next AGM.

  The Chairman then moved on to table Resolutio 5 on the re-election of Y.Bhg. Dato’ Goon Heng Wah as a Director of the Company to the Members for their consideration and approval.

  There being no questions, the Chairman put Resolutio 5 to vote and the pull results are as follows: –

  Ordinary Resolution 5	For		Against		Abstained
  	No. of Shares	%	No. of Shares	%	No. of Shares
  	1,522,228,386	97.6904	35,989,247	2.3096	3,770,800

  It was resulved as follows: –

  “THAT Y.Bhg. Dato’ Goon Heng Wah, the Director retiring by rotation pursuant to Clause 95 of the Constitution of the Company and being eligible, offered himself for re-election, be and is hereby re-elected as a Director of the Company.”

• Re-Appointment of Messrs Ernst & Young as Auditors of the Company

  The Chairman informed that Agenda 5 relates to the re-appointment of Messrs. Ernst & Young (“EY”) as Auditors of the Company for the ensuing financial year and to authorise the Company Directors to fix their remuneration.

  The Chairman informed that EY had expressed their willingness to continue in office and the Board had endorsed the recommendation by the Audit Committee for EY to be re-appointed as the Auditors of the Company.

  The Chairman invited questions from the floor in connection with Resolutio 6. As there was no question and/or clarification sought, the Chairman put Resolutio 6 to vote and the pull results are as follows: –

  Ordinary Resolution 6	For		Against		Abstained
  	No. of Shares	%	No. of Shares	%	No. of Shares
  	1,526,824,432	98.0834	29,835,501	1.9166	5,318,200

  It was resulved as follows: –

  “THAT Messrs. Ernst & Young having expressed their willingness to continue in office, be and are hereby re-appointed as Auditors of the Company to huld office until the conclusion of the next AGM of the Company AND THAT the Directors of the Company be and are hereby authorised to fix their remuneration.”

• Authority to Issue Shares pursuant to Sections 75 and 76 of the Companies Act 2016

  The Chairman proceeded to the next Agenda which is a Special Business to empower the Company Directors to issue ordinary shares of the Company pursuant to Sections 75 and 76 of the Companies Act 2016, to the Members for their consideration and approval.

  The Chairman assured the Members that should there be a decision to issue new shares, the Company would make an announcement accordingly of the actual purpose and utilisation of proceeds. The approval of the relevant authorities would still be required before any share can be issued by the Company.

  The Chairman invited questions from the floor in connection with Resolutio 7.

  Questions raised by Mr. Jeremy Ting Keng Fui, a sharehulder was responded by the Chairman accordingly and the said respond is append as “Appendix II” of this minutes.

  As there was no further questions and/or clarification sought, the Chairman put Resolutio 7to vote and the pull results are as follows:

  Ordinary Resolution 7	For		Against		Abstained
  	No. of Shares	%	No. of Shares	%	No. of Shares
  	1,061,265,829	72.1308	410,042,104	27.8692	90,679,600

  It was resulved as follows: –

  “THAT pursuant to Sections 75 and 76 of the Companies Act 2016, the Directors be and are hereby authorised with full powers to allot and issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors in their absulute discretion deem fit provided that the aggregate number of shares to be issued pursuant to this Resolutio does not exceed 10% of the total number of issued shares for the time being of the Company and that such authority shall continue to be in force until the conclusion of the next AGM of the Company AND THAT the Directors be and are also empowered to obtain the approval from Bursa Malaysia Securities Berhad for the listing of, and quotation for the additional shares so issued.”

• Proposed Renewal of Share Buy-back Authority

  The Chairman informed that the last agenda, which is also a Special Business relates to the proposed renewal of share buy-back authority where the details of the proposal are set out in the Share Buy-Back Statement dated 9 November 2017.

  The Chairman reiterated the Board’s opinion as disclosed in the said Share Buy-back Statement that the proposed renewal of share buy-back authority is in the best interest of the Company.

  The Chairman invited questions from the floor in connection with Resolutio 8.

  In response to Mr. Jeremy Ting Keng Fui’s enquiry on the necessity of tabling the Resolutio for the proposed renewal of the share buy-back authority since the Company did not make any purchase of its own ordinary shares during the past financial years, the Chairman informed that the renewal mandate is sought so that the Company has the flexibility to undertake share buy-back as and when the need arises in the interest of the Company.

  As there was no further questions and/or clarification sought, the Chairman put Resolutio 8to vote and the pull results are as follows: –

  Ordinary Resolution 8	For		Against		Abstained
  	No. of Shares	%	No. of Shares	%	No. of Shares
  	1,231,103,133	99.9885	142,000	0.0115	171,082,300

  It was resolved as follows: –

  “THAT subject to the provisions of the Companies Act 2016, the Constitution of the Company, Bursa Malaysia Securities Berhad’s (“Bursa Securities”) Main Market Listing Requirements and the approvals of all relevant government and/or regulatory authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of the Company (“Proposed Share Buy-back”) as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit in the interest of the Company provided that the aggregate number of shares to be purchased pursuant to this Resolutio does not exceed ten percent (10%) of the total number of issued shares for the time being of the Company and an amount not exceeding the retained profits of the Company be and is hereby allocated by the Company for the Proposed Share Buy-back;

  THAT at the discretion of the Directors, upon such purchase by the Company of its own shares, the purchased shares shall be cancelled and/or retained as treasury shares and subsequently be cancelled and distributed as dividends or resuld on Bursa Securities;

  THAT the Directors be and are hereby empowered to do all acts and things and to enter into and execute all commitments, transactions, deeds, agreements, arrangements, undertakings, indemnities, transfers, assignments and/or guarantees as the Directors may deem fit and expedient in order to implement, finalise and give full effect to the Proposed Share Buy-back with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments as may be required or imposed by any relevant authorities and/or any amendments, variations and/or modifications in the interest of the Company as may be approved by any relevant authorities if such approvals are required;

  AND THAT the authority hereby given shall commence immediately upon the passing of this Resolutio and shall continue to be in force until:

  • the conclusion of the next AGM of the Company at which time it will lapse, unless by ordinary Resolutio passed at the AGM, the authority is renewed either unconditionally or subject to conditions; or
  • the expiration of the period within which the next AGM after that date is required by law to be held; or
  • revoked or varied by ordinary Resolutio passed by the shareholders of the Company in a general meeting,

  whichever occurs first, but not so as to prejudice the completion of the purchase of its own shares by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of Bursa Securities’ Main Market Listing Requirements or any other relevant authorities.”

  A copy of the pull results in relation to all the Resolutios tabled at the AGM prepared by Insurban are enclosed herewith as “Appendix III” together with the Scrutineers’ letter confirming verification of the pull results.

• Any Other Business

  The Chairman upon confirmation with the Company Secretary, informed that the Company did not received any notice for transaction of any other business to be transacted at this meeting.

There being no other business, the Chairman, on behalf of the Board thanked all present for their attendance at the Meeting and declared the 41^st AGM duly closed at 11.58 a.m.

At 11.30 a.m. the Chairman called the meeting to order for the declaration of the poll results. He informed that he had received the poll results from Tricor and the Scrutineers. Based on the poll results which was displayed on screen, the Chairman declared that the Resolutions 1 to 8 were carried, as follows: –

Resolution 1

Payment of Directors’ Fees

It was resolved as follows: –

“THAT the Directors’ Fees amounting to Ringgit Malaysia Four Hundred And Eighty Eight Thousand Seven Hundred and Fifty (RM488,750/-) only in respect of the financial year ended 31 July 2016, as recommended by the Board, be and is hereby approved with immediate effect.”

Resolution 2

Re-election of Y.Bhg. Dato’ Lin Yun Ling as Director

It was resolved as follows: –

“THAT Y.Bhg. Dato’ Lin Yun Ling, the Director retiring by rotation pursuant to Article 95 of the Articles of Association of the Company and being eligible, offered himself for re-election, be and is hereby re-elected as a Director of the Company.”

Resolution 3

Re-election of Y.T.M. Raja Dato’ Seri Eleena Binti Almarhum Sultan Azlan Muhibbuddin Shah Al-Maghfur-lah as Director

It was resolved as follows: –

“THAT Y.T.M. Raja Dato’ Seri Eleena Binti Almarhum Sultan Azlan Muhibbuddin Shah Al-Maghfur-lah, the Director retiring by rotation pursuant to Article 95 of the Articles of Association of the Company and being eligible, offered herself for re-election, be and is hereby re-elected as a Director of the Company.”

Resolution 4

Re-election of Y.M. Tunku Afwida Binti Tunku A.Malek as Director

It was resolved as follows: –

“THAT Y.M. Tunku Afwida Binti Tunku A. Malek, the Director retiring by rotation pursuant to Article 95 of the Articles of Association of the Company and being eligible, offered herself for re-election, be and is hereby re-elected as a Director of the Company.”

Resolution 5

Re-election of Puan Nazli Binti Mohd Khir Johari as Director

It was resolved as follows: –

“THAT Puan Nazli Binti Mohd Khir Johari, the Director retiring by rotation pursuant to Article 101 of the Articles of Association of the Company and being eligible, offered herself for re-election, be and is hereby re-elected as a Director of the Company.”

Resolution 6

Re-appointment of Messrs Ernst & Young as Company Auditors

It was resolved as follows: –

“THAT Messrs. Ernst & Young having expressed their willing willingness to continue in office, be and are hereby re-appointed as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company AND THAT the Directors of the Company be and are hereby authorised to fix their remuneration.”

Resolution 7

Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965

It was resolved as follows: –

“THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby authorised with full powers to allot and issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors in their absolute discretion deem fit provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed 10% of the issued share capital for the time being of the Company and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company and that the Directors be and are also empowered to obtain the approval from Bursa Malaysia Securities Berhad for the listing and quotation for the additional shares so issued.”

Resolution 8

Proposed Renewal of Share Buy-back Authority

It was resolved as follows: –

“THAT subject to the provisions of the Companies Act, 1965, the Articles of Association of the Company, Bursa Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing Requirements and the approvals of all relevant government and/or regulatory authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of RM1.00 each of the Company (“Proposed Share Buy-back”) as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit in the interest of the Company provided that the aggregate number of shares to be purchased pursuant to this resolution does not exceed ten percent (10%) of the total issued and paid-up share capital for the time being of the Company and an amount not exceeding the retained profits and/or share premium of the Company be allocated by the Company for the Proposed Share Buy-back;

THAT at the discretion of the Directors, upon such purchase by the Company of its own shares, the purchased shares will be cancelled and/or retained as treasury shares and subsequently be cancelled, distributed as dividends or resold on Bursa Securities;

THAT the Directors be and are hereby empowered to do all acts and things and to enter into and execute all commitments, transactions, deeds, agreements, arrangements, undertakings, indemnities, transfers, assignments and/or guarantees as the Directors may deem fit and expedient in order to implement, finalise and give full effect to the Proposed Share Buy-back with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments as may be required or imposed by any relevant authorities and/or any amendments, variations and/or modifications in the interest of the Company as may be approved by any relevant authorities if such approvals are required;

AND THAT the authority hereby given shall commence immediately upon the passing of this resolution and shall continue in force until:

• the conclusion of the next Annual General Meeting (“AGM’) of the Company at which time it will lapse, unless by ordinary resolution passed at the AGM, the authority is renewed either unconditionally or subject to conditions; or
• the expiration of the period within which the next AGM after that date is required by law to be held; or
• revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting,

whichever occurs first, but not so as to prejudice the completion of the purchase of its own shares by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of Bursa Securities’ Main Market Listing Requirements or any other relevant authorities.”

A copy of the above poll results prepared by Tricor are enclosed herewith as “Appendix III” together with the Scrutineers’ letter confirming verification of the poll results.

The Chairman informed the Members that the Company did not received any notice of any other business to be transacted at this 40^th AGM.

On behalf of the Board of Directors, the Chairman thanked the Members for their attendance at the Meeting and declared the 40^th AGM duly closed at 11.31 a.m.