24th Annual General Meeting
MINUTES OF THE TWENTY-FOURTH ANNUAL GENERAL MEETING (“24th AGM”) OF ANNUM BERHAD (“ANNUM” OR “THE COMPANY”) HELD AND CONDUCTED ON A FULLY VIRTUAL BASIS ENTIRELY THROUGH LIVE STREAMING AND ONLINE REMOTE VOTING VIA CLOUD AGM PLATFORM OPERATED BY ARB WEMEET SDN BHD AT https://member.arbwemeet.com (DOMAIN REGISTRATION NUMBERS WITH MYNIC: D1A457700) ON WEDNESDAY, 11 MAY 2022 AT 10.00 A.M.
1. Mr Kenneth Chai Chuan Teong (Independent Non-Executive Chairman)
2. Mr David Wong You King (Executive Director)
3. Mr Lim Yun Nyen (Executive Director)
4. Mr Khor Chin Meng (Independent Non- Executive Director)
5. En Syed Amir Syakib Arsalan bin Syed Ibrahim (Independent Non-Executive Director)
1. Mr Tan Tong Lang
As per the Attendance List
Mr Kenneth Chai Chuan Teong, (“the Chairman”) presided at the meeting and welcomed the members to the 24th AGM of the Company.
There being a quorum present at the meeting, the Chairman declared the meeting duly convened at 10.00 a.m.
With the consent of the meeting, the Notice convening the meeting having been circulated within the prescribed period was taken as read.
The Chairman informed the meeting that pursuant to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“MMLR”), all resolutions set out in the notice of a general meeting must be voted by poll. The Company was also required to appoint at least one scrutineer to validate the votes cast at the general meeting. Such scrutineer must not be an officer of the Company or its related corporation and must be independent of the person undertaking the polling process. The Chairman then declared that all resolutions in the Notice of the 24th AGM shall by and be voted by poll.The Chairman further informed that ARB WeMeet Sdn. Bhd. was appointed as the Poll Administrator to conduct the e-polling process, whilst Aegis Communication Sdn. Bhd. was appointed as the Scrutineers to verify the poll results.
5. TO RECEIVE THE AUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2021 TOGETHER WITH THE DIRECTORS’ AND AUDITORS’ REPORTS THEREON (“AUDITED FINANCIAL STATEMENTS”)
The Chairman dealt with the first agenda item, which was to receive the Audited Financial Statements. He explained that the agenda item was for discussion only as the provision of Section 340(1)(a) of the Companies Act 2016 (“the Act”) did not require a formal approval of the shareholders for the Audited Financial Statements. Hence, the item would not be forwarded for voting. However, the Company is pleased to deal with any questions from shareholders relating to the Audited Financial Statements.
For the purpose of time management efficiency of the meeting, the Chairman informed to table all the resolutions of the Meeting first and to deal with the questions of the Members, at the end of the Meeting.
6. ORDINARY RESOLUTION 1
TO APPROVE THE PAYMENT OF DIRECTORS’ FEES AND OTHER BENEFITS PAYABLE OF UP TO RM187,200 FOR THE PERIOD FROM THE CONCLUSION OF THE 24TH AGM UP TO THE CONCLUSION OF THE NEXT AGM OF THE COMPANY IN YEAR 2023
The Chairman informed that the next item on the agenda was to approve the payment of directors’ fees and other benefits payable of up to RM187,200 for the period from the conclusion of the 24th AGM up to the conclusion of the next AGM of the Company in year 2023.
7. ORDINARY RESOLUTION 2
TO RE-ELECT DAVID WONG YOU KING WHO IS RETIRING PURSUANT TO CLAUSE 123 OF THE COMPANY’S CONSTITUTION
The Chairman informed that the next item on the agenda was to re-elect Mr David Wong You King who was retiring pursuant to Clause 123 of the Company’s Constitution and being eligible, had offered himself for re-election.
8. ORDINARY RESOLUTION 3
TO RE-ELECT LIM YUN NYEN WHO IS RETIRING PURSUANT TO CLAUSE 123 OF THE COMPANY’S CONSTITUTION
The Chairman informed that the next item on the agenda was to re-elect Mr Lim Yun Nyen who was retiring pursuant to Clause 123 of the Company’s Constitution and being eligible, had offered himself for re-election.
9. ORDINARY RESOLUTION 4
TO RE-APPOINT MESSRS. AL JAFREE SALIHIN KUZAIMI PLT AS AUDITORS OF THE COMPANY AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION
The Chairman informed that the next agenda was to re-appoint Messrs. Al Jafree Salihin Kuzaimi PLT as Auditors of the Company and to authorize the directors to fix their remuneration.
10. SPECIAL BUSINESS - ORDINARY RESOLUTION 5
AUTHORITY TO ALLOT AND ISSUE SHARES IN GENERAL PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT, 2016
The Chairman informed that the next agenda of the Meeting under special business was to seek a general mandate from the shareholders to authorise the Directors to allot and issue shares pursuant to Sections 75 and 76 of the Companies Act, 2016.
Bursa Securities has via their letter dated 23 December 2021 granted an extension to the temporary relief measures to listed corporations, amongst others, an increase in general mandate limit for new issues of securities to not more than 20% of the total number of issued shares of the Company for the time being (“20% General Mandate”). Pursuant to the 20% General Mandate, Bursa Securities has also mandated that the 20% General Mandate may be utilised by a listed corporation to issue new securities until 31 December 2022 and thereafter, the 10% general mandate will be reinstated.
The Chairman further informed the Members that the Ordinary Resolution 5, if passed, would give the Directors flexibility to allot and issue shares from time to time for such purposes as the Directors in their absolute discretion considered to be in the best interest of the Company, without having to convene separate general meetings, subject to the limitation that the shares to be allotted and issued do not exceed 20% of the issued share capital of the Company for the time being.
11. SPECIAL BUSINESS - ORDINARY RESOLUTION 6
PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED SHAREHOLDERS’ MANDATE”)
The Chairman informed the shareholders that the next item on agenda under special business was to seek approval for the Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature as set out in Section 2.4 of the Circular to Shareholders dated 18 April 2022.
12. ANY OTHER BUSINESS
After verification and confirmation with the Company Secretary, the Chairman informed that there was no notice to transact any other business received by the Company and the meeting was proceeded with the proceeding of the polling process.
Thereafter, the polling process took place at 10.15 a.m.
13. DECLARATION OF RESULTS
Upon completion of the polling process at 10.22 a.m., the Chairman announced the results of the poll voting after verification and confirmation by the Scrutineer and declared that all Six (6) Ordinary Resolutions as set out in the Notice of AGM dated 18 April 2022, carried, as attached hereto as Annexure I.
There being no other business, the AGM was closed at 10.25 a.m. with a vote of thanks from the Chairman.