Minutes of the 18th Annual General Meeting
A SUMMARY OF THE MINUTES OF THE EIGHTEENTH ANNUAL GENERAL
MEETING OF WCE HOLDINGS BERHAD (“THE COMPANY”) AT
VICTORIAN BALLROOM, LEVEL 1, HOLIDAY VILLA & CONFERENCE CENTRE
SUBANG SELANGOR, 9 JALAN SS12/1, 47500 SUBANG JAYA
MONDAY, 29 AUGUST 2019 AT 4.30 P.M.
ATTENDEES:
- All members of the Board of Directors
- Company Secretaries
- Management Team of the Company
- Representatives of Messrs Baker Tilly Monteiro Heng PLT
- Representatives of Tricor Corporate Services Sdn Bhd
- Shareholders / Proxies / Authorised Representatives / Invitees
CHAIRMAN
Datuk Ir. Hamzah bin Hasan
NOTICE OF MEETING
The notice convening the Meeting, having been circulated to all shareholders of the Company within the statutory period was taken as read.
QUORUM
The Company Secretary confirmed the presence of a quorum and called the meeting to order.
POLLING AND ADMINISTRATIVE MATTERS
The Chairman informed meeting that the resolutions set out in the Notice of meeting would be voted by poll in accordance with Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
The Chairman further informed the meeting that the poll would be administered by Metra Management Sdn Bhd and the appointed scrutineer was Symphony Merchant Sdn Bhd.
The meeting was also informed that Ordinary Resolutions 1 to 8 required a simple majority of more than 50% votes from members present in person or by proxies who were present and voting at the meeting.
For Special Resolution, a majority of not less than 75% of the voters must be obtained from those members present in person or by proxies who were present and voting at the meeting.
For Ordinary Resolution 6, in view that Datuk Oh Chong Peng has served as an Independent Non-Executive Director of the Company for a cumulative term of approximately twelve years, the Company will seek shareholders’ approval for the proposed Ordinary Resolution 6 through a two-tier voting process. Under the two-tier voting process, shareholders’ votes will be casted in two tiers, Tier 1 by the Large Shareholders(s) of the Company and Tier 2 by the shareholders other than Large Shareholder(s). The decision will be determined based on vote of Tier 1 and simple majority of Tier 2.
PRESENTATION BY MANAGEMENT
The Chairman invited Mr Ir. Gnanasekaran a/l Mariasoosay, the General Manager of West Coast Expressway Sdn Bhd to present an update on the West Coast Expressway Project for the financial year ended 31 March 2019.
Subsequently, Mr Chai Kian Soon, the Senior General Manager of Bandar Rimbayu Sdn Bhd was invited to present an update on the development of Bandar Rimbayu for the financial year ended 31 March 2019.
The Chairman then invited questions from the floor.
There being no question raised, the meeting proceeded with the business of the meeting.
AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON
This Audited Financial Statements for the financial year ended 31 March 2019, together with the Reports of the Directors and Auditors thereon have been circulated to all shareholders of the Company within the statutory period, were tabled before the meeting for discussion.
It was noted that pursuant to Section 340(1) of the Companies Act 2016, the agenda item did not require approval from the shareholders of the Company.
The Chairman invited questions from the floor. Following are the key matters raised by shareholders and responses by the Management:
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Key matters raised by Shareholders and Responses from Management |
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Shareholder |
Q1 |
May I know the future prospect of the Company? |
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Q2 |
I refer to Page 112 and note that the up to 90% of the Company’s revenue is mainly from construction contract. The project is almost finished, this mean that the construction contract will be ending soon. No idea when the approval can be obtained on tolling. Please explain how income/revenue is generated when highway is not completed. |
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Q3 |
I note that the Company has a very high gearing, as the Company has the government loan and the special loan. May I know how much is the grant and will there be any tax incentive when the Company starts to operate. Further, why does the Company incur the term loan when the Company has sukuk? When will the Company start to repay the government loan? |
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Q4 | I note that the dividend can only be paid after the completion of the highway project which is 2021. What is the dividend policy? |
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Q5 | Looking at Page 24, six directors attended six meetings while two directors attended five out of six meetings. By dividing the meeting allowance paid per director by the number of meetings attended by the director yielded differing rate per meeting. Why is this so? |
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Chief Financial Officer (Lyndon Alfred Felix) |
A1 | As we mentioned earlier, Section 8 is already opened and we expect to open Sections 9 and 10 next week. Sections 4 and 5 should be opened right after that. Therefore, in the next one year, we can anticipate these five sections to operate and hopefully, we can obtain the approval to collect toll. Although we do not have a full alignment, we are confident that the traffic number of these five sections should be quite positive. Thus, it can immediately provide us some incoming cash flows and cover other operation expenses. On the other side, we can also anticipate to start amortising once we start to collect toll. Beyond that, we can intensify the construction activities for the remaining sections. |
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A2 |
In respect of the revenue, I would like to clarify that in accordance with IC Int. 12, we have to recognise our concession as intangible asset and accordingly, we also have to account for revenue and profit during the period of construction. Therefore, the revenue amount indicated in the Annual Report is the book entry that is required to ensure that the Company has complied with the Accounting Standard. During the period of construction, the focus is obviously on the completion of the highway. Currently, we are spending money. However, once we commence operations, we can see incoming cash flow and expect to earn roughly RM1 million a month for each section. |
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A3 |
I will explain briefly the overall finance structure. The government loan is RM2.24 billion, which the Company is not serving the interest of 4.4% at the moment. It is a subsidy instead of a grant. Then, the Company has the Sukuk amounting to RM1 billion, which has been fully drawn down but the Company can only access it when the Company needs to incur it for the construction cost. Further, the total amount of commercial loan is RM1.5 billion. These are the reasons for the high gearing. The Company needs to borrow these loans and expense them on the highway at this stage. Therefore, the gearing is acceptable. |
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A4 |
We can only determine the dividend once the project is completed. |
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Company Secretary (Raw Koon Beng) |
A5 |
The meeting allowance is RM1,200.00 per director per board meeting including attendance in general meeting. The Annual Report listed the number of Board meetings attended, excluding annual general meeting. |
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Proxy |
Q1 |
Due to the fact that the market is soft now, I would like to know what inventories the property segment is still holding. Furthermore, how many new launchings and what are the unbilled sales? Most importantly, when will the property segment pay dividends? |
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Q2 |
What is the progress of the litigation between Talam Tansform Berhad (“TTB”) and the Company? |
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Q3 |
Since there will be long-term development on property sector, will the Company sell the remaining 40% stake in the project to IJM so that the Company can use the fund to expedite the highway project? |
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Senior General Manager of Bandar Rimbayu Sdn Bhd |
A1 |
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Chief Financial Officer (Lyndon Alfred Felix) |
A1 |
Whether the project segment will give dividends to the Company will be IJM Board’s decision. Since Bandar Rimbayu is still at the stage of development, there will be a lot of borrowings and commitments.
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A2 |
The litigation was a historical event and happened before 2014 and was stated in the Company’s financial statement as a contingent liability. The Company has been in discussions with TTB to finally come to a global settlement which included the outstanding trade and non-trade balances. |
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A3 |
At this moment, there are no plans to sell the remaining 40% stake in the property development company. The property development company is valuable as the Company equity accounts a share of the profit and is significant to the financials of the Company. |
After the questions from the shareholders and shareholders’ proxies had been satisfactorily answered by Management, Chairman declared the Audited Financial Statements properly laid and received.
The Chairman then invited a representative of Metra Management Sdn Bhd to explain the procedures for voting by electronic poll.
ORDINARY RESOLUTION 1
DIRECTORS’ FEES IN RESPECT OF THE FINANCIAL YEAR ENDED 31 MARCH 2019
The meeting continued to consider the re-election of Lee Chun Fai as Director of the Company
The Chairman informed the meeting that the Board of Directors had proposed the payment a sum of RM981,300.00 as Directors’ fees for the financial year ended 31 March 2019 to the Directors of the Company.
There being no question was raised, the Chairman put the motion to a vote by way of poll.
Results on voting by poll, as verified by the scrutineer:
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VOTE FOR |
VOTE AGAINST |
TOTAL VOTES |
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No. of shares |
% |
No. of shares |
% |
No. of shares |
% |
|
631,473,457 |
99.985908 |
89,000 |
0.014092 |
631,562,457 |
100.0000 |
Based on the poll result, the Chairman declared the motion as carried.
ORDINARY RESOLUTION 2
RE-ELECTION OF LEE CHUN FAI AS DIRECTOR
The meeting continued to consider the re-election of Lee Chun Fai as Director of the Company pursuant to Article 97 of the Constitution of the Company.
There being no question was raised, the Chairman put the motion to a vote by way of poll.
Results on voting by poll, as verified by the scrutineer:
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VOTE FOR |
VOTE AGAINST |
TOTAL VOTES |
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No. of shares |
% |
No. of shares |
% |
No. of shares |
% |
|
631,481,232 |
99.987127 |
81,300 |
0.012873 |
631,562,532 |
100.0000 |
Based on the poll result, the Chairman declared the motion as carried.
ORDINARY RESOLUTION 3
RE-ELECTION OF DATUK IR. HAMZAH BIN HASAN AS DIRECTOR
The Chairman informed the meeting of his re-election as Director of the Company.
At this juncture, the Chairman handed over the Chair of the meeting to Datuk Oh Chong Peng (“Datuk Oh”) to carry out this agenda item pertaining to the re-election of Datuk Ir. Hamzah bin Hasan as Director of the Company.
Datuk Oh inform the meeting of the re-election of Datuk Ir. Hamzah bin Hasan as Director of the Company pursuant to Article 97 of the Constitution of the Company.
There being no question was raised, the Chairman put the motion to a vote by way of poll.
Results on voting by poll, as verified by the scrutineer:
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VOTE FOR |
VOTE AGAINST |
TOTAL VOTES |
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No. of shares |
% |
No. of shares |
% |
No. of shares |
% |
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631,749,657 |
99.986879 |
82,900 |
0.013121 |
631,832,557 |
100.0000 |
Based on the poll result, the Chairman declared the motion as carried.
Datuk Oh then handed back the Chair to the Chairman to continue with the remaining items on the agenda.
ORDINARY RESOLUTION 4
RE-APPOINTMENT OF MESSRS BAKER TILLY MONTEIRO HENG PLT AS AUDITORS OF THE COMPANY
The meeting was requested to consider the re-appointment of Messrs Baker Tilly Monteiro Heng PLT as Auditor of the Company for the next financial year. It was noted that Messrs Baker Tilly Monteiro Heng PLT had indicated willingness to continue in office.
There being no question was raised, the Chairman put the motion to a vote by way of poll.
Results on voting by poll, as verified by the scrutineer:
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VOTE FOR |
VOTE AGAINST |
TOTAL VOTES |
|||
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No. of shares |
% |
No. of shares |
% |
No. of shares |
% |
|
631,481,332 |
99.987143 |
81,200 |
0.012857 |
631,562,532 |
100.0000 |
Based on the poll result, the Chairman declared the motion as carried.
ORDINARY RESOLUTION 5 (SPECIAL BUSINESS)
PAYMENT OF DIRECTORS’ BENEFITS
The meeting continued to consider the payment of Directors’ Benefits for the period from 18th Annual General Meeting until the 19th Annual General Meeting.
There being no question was raised, the Chairman put the motion to a vote by way of poll.
Results on voting by poll, as verified by the scrutineer:
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VOTE FOR |
VOTE AGAINST |
TOTAL VOTES |
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No. of shares |
% |
No. of shares |
% |
No. of shares |
% |
|
631,621,932 |
99.969880 |
190,300 |
0.030120 |
631,812,232 |
100.0000 |
Based on the poll result, the Chairman declared the motion as carried.
ORDINARY RESOLUTION 6 (SPECIAL BUSINESS)
PROPOSED CONTINUATION OF DATUK OH CHONG PENG IN OFFICE AS INDEPENDENT NON-EXECUTIVE DIRECTOR
The meeting was requested to consider the continuation of Datuk Oh Chong Peng in office as Independent Non-Executive Director.
There being no question was raised, the Chairman put the motion to a vote by way of two-tier poll.
After the conduct of the two-tier poll, the Chairman presented the poll results, as verified by the scrutineer:
TIER 1
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VOTE FOR |
VOTE AGAINST |
TOTAL VOTES |
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No. of shares |
% |
No. of shares |
% |
No. of shares |
% |
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265,368,574 |
100.0000 |
0 |
0 |
256,368,574 |
100.0000 |
TIER 2
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VOTE FOR |
VOTE AGAINST |
TOTAL VOTES |
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No. of shares |
% |
No. of shares |
% |
No. of shares |
% |
|
366,376,905 |
99.977624 |
82,000 |
0.022376 |
366,458,905 |
100.0000 |
Based on the poll results, the Chairman declared the motion as carried.
ORDINARY RESOLUTION 7 (SPECIAL BUSINESS)
AUTHORITY TO ISSUE SHARES
The meeting continued to consider the Authority to issue Shares pursuant to Section 75 and 76 of the Companies Act 2016.
The chairman informed the meeting that the full text of the proposed Ordinary Resolution 7 was set out in the Notice of meeting and the same was taken as read.
The Chairman further informed the meeting that the passing of the proposed resolution would empower the Directors of the Company to issue new shares in the Company up to an amount not exceeding 10% of the issued share capital of the Company for the time being.
There being no question was raised, the Chairman put the motion to a vote by way of poll.
Results on voting by poll, as verified by the scrutineer:
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VOTE FOR |
VOTE AGAINST |
TOTAL VOTES |
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No. of shares |
% |
No. of shares |
% |
No. of shares |
% |
|
631,620,879 |
99.970038 |
189,300 |
0.029962 |
631,810,179 |
100.0000 |
Based on the poll result, the Chairman declared the motion as carried.
ORDINARY RESOLUTION 8 (SPECIAL BUSINESS)
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED SHAREHOLDERS’ MANDATE FOR RRPT”)
The meeting continued to consider the motion on the proposed Shareholders’ Mandate for RRPT.
The Chairman informed the meeting that the details of the proposed resolution were set out in the Circular to Shareholders dated 23 July 2019.
There being no objection, the Proposed Ordinary Resolution 8 as contained in the Notice of meeting was taken as read.
The Chairman further informed the meeting that the passing of the proposed Ordinary Resolution 8 would enable the Group to enter into Recurrent Related Party Transactions of a Revenue or Trading Nature (“RRPT”) pursuant to Paragraph 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
The Meeting was informed that IJM Corporation Berhad (“IJM”), being the interested Major Shareholder, had therefore abstained from voting in respect of the direct shareholdings in the Company on the Proposed Shareholders’ Mandate for RRPT.
Mr Lee Chun Fai, who was IJM’s nominee director, had abstained and continue to abstain from deliberating and voting in respect of the Proposed Shareholders’ Mandate for RRPT at the relevant Board meetings. Interested Director and/or Interested Major Shareholder had ensured that persons connected to them would abstain from voting in respect of their direct and indirect shareholdings in the company on Proposed Shareholders’ Mandate for RRPT.
There being no question raised, the Chairman put the motion to a vote by way of poll.
Results on voting by poll, as verified by the scrutineer:
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VOTE FOR |
VOTE AGAINST |
TOTAL VOTES |
|||
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No. of shares |
% |
No. of shares |
% |
No. of shares |
% |
|
366,370,958 |
99.976014 |
87,900 |
0.023986 |
366,458,858 |
100.0000 |
SPECIAL RESOLUTION (SPECIAL BUSINESS)
PROPOSED ALTERATION OF THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION BY REPLACING WITH A NEW CONSTITUTION (“PROPOSED ALTERATION”)
The Chairman continued to consider the last item on the agenda.
The Chairman informed the meeting that the full text of the proposed Special Resolution was set out in the Notice of Meeting and the same was taken as read.
There being no question raised, the Chairman put the motion to a vote by way of poll.
Results on voting by poll, as verified by the scrutineer:
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VOTE FOR |
VOTE AGAINST |
TOTAL VOTES |
|||
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No. of shares |
% |
No. of shares |
% |
No. of shares |
% |
|
631,748,232 |
99.987449 |
79,300 |
0.012551 |
631,827,532 |
100.0000 |
Based on the poll result, the Chairman declared the motion as carried.
CLOSURE
There being no further business, the meeting closed at 6.00 p.m. with a vote of thanks to the Chair.
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