Minutes of the 20th Annual General Meeting
A SUMMARY OF THE MINUTES OF THE NINETEENTH ANNUAL GENERAL MEETING
OF WCE HOLDINGS BERHAD (“THE COMPANY”) CONDUCTED FULLY VIRTUAL THROUGH
THE ONLINE MEETING PLATFORM AT WWW.METRAMANAGEMENT.COM.MY
PROVIDED BY METRA MANAGEMENT SDN BHD, IN MALAYSIA,
ON TUESDAY, 24 AUGUST 2021 AT 2.30 P.M.
ATTENDEES:
i) All members of the Board of Directors
ii) Company Secretaries
iii) Management Team of the Company
iv) Representatives of Messrs Baker Tilly Monteiro Heng PLT
v) Representatives of Tricor Corporate Services Sdn Bhd
vi) Shareholders / Proxies / Authorised Representatives / Invitees
CHAIRMAN
Datuk Ir. Hamzah bin Hasan
NOTICE OF MEETING
There being no objection, 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 a quorum and called the meeting to order at 2.30 p.m.
ANNOUNCEMENT ON POLLING AND ADMINISTRATIVE MATTERS
The Chairman informed that meeting 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 informed that the poll on all the resolutions would be conducted electronically via the Remote Participation and Voting (RPV) facility and the voting could be done at any time during the meeting after the voting session was opened or at the end of the meeting.
The Chairman further informed that the poll would be administered by Metra Management Sdn Bhd and the appointed scrutineer was Symphony Merchant Sdn Bhd.
The Chairman further informed that shareholders could submit questions via the Question-and-Answer (“Q&A”) platform and the questions would be answered accordingly during the Q&A Session (please refer to Appendix B).
The meeting was informed that Ordinary Resolutions 1 to 8 required a simple majority of more than 50% votes from the members present in person or by proxies and voting at the meeting.
For Ordinary Resolution 6, in view that Datuk Oh Chong Peng had served as Independent Non-Executive Director of the Company for a cumulative term of more than twelve years, the Company would seek shareholders’ approval for the proposed Ordinary Resolution 6 through a two-tier voting process.
Under the two-tier voting process, shareholders’ votes would be cast in two tiers – Tier 1 by the Large Shareholder of the Company and Tier 2 by the shareholders other than Large Shareholder. The decision would be determined based on the votes of Tier 1 and simple majority of Tier 2. The meeting was informed that the Large Shareholder was IJM Corporation Berhad (“IJM”), being the largest shareholder of voting shares in the Company with a total direct shareholding of 32.74%.
PRESENTATION BY MANAGEMENT
The Chairman invited, 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 2021.
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 2021.
The Chairman then informed that the Company had received a letter dated 11 August 2021 from the Minority Shareholders’ Watch Group, raising certain issues and enquiries, which had been responded to accordingly by the Company. He requested Mr Lyndon Alfred Felix, the Chief Financial Officer of the Company, to read the responses to the queries raised (please refer to Appendix A).
1. AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2021 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON
The Audited Financial Statements for the financial year ended 31 March 2021, together with the Reports of the Directors and Auditors thereon (“Audited Financial Statements”), having been circulated to all the shareholders of the Company within the statutory period, were tabled before the meeting for discussion.
It was noted that pursuant to Section 340(1)(a) of the Companies Act 2016, the agenda item did not require approval from the shareholders of the Company.
The Chairman then informed the shareholders or proxies to leave their questions in the Q&A platform and the Board would address the questions during the Q&A session later.
2. ORDINARY RESOLUTION 1
DIRECTORS’ FEES IN RESPECT OF THE FINANCIAL YEAR ENDED 31 MARCH 2021
The meeting continued to consider the payment of Directors’ fees.
The Chairman informed the meeting that the Board of Directors had proposed a payment of RM981,300.00 as Directors’ fees for the financial year ended 31 March 2021 to the Directors of the Company.
The Chairman then informed the shareholders or proxies to leave their questions in the Q&A platform and the Board would address the questions during the Q&A session later.
3. ORDINARY RESOLUTION 2
PAYMENT OF DIRECTORS’ BENEFITS
The meeting continued to consider the payment of Directors’ Benefits of up to RM120,000.00 for the period from 20th AGM until the 21st AGM.
The Chairman then informed the shareholders or proxies to leave their questions in the Q&A platform and the Board would address the questions during the Q&A session later.
4. ORDINARY RESOLUTION 3
RE-ELECTION OF TANG KING HUA AS DIRECTOR
The meeting continued to consider the re-election of Tang King Hua as Director of the Company pursuant to Clause 76(3) of the Constitution of the Company.
The Chairman then informed the shareholders or proxies to leave their questions in the Q&A platform and the Board would address the questions during the Q&A session later.
5. ORDINARY RESOLUTION 4
RE-ELECTION OF TAN CHOR TECK AS DIRECTOR
The meeting continued to consider the re-election of Tan Chor Teck as Director of the Company pursuant to Clause 76(3) of the Constitution of the Company.
The Chairman then informed the shareholders or proxies to leave their questions in the Q&A platform and the Board would address the questions during the Q&A session later.
6. ORDINARY RESOLUTION 5
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 Auditors of the Company for the next financial year.
It was noted that Messrs Baker Tilly Monteiro Heng PLT had indicated their willingness to continue in office.
The Chairman then informed the shareholders or proxies to leave their questions in the Q&A platform and the Board would address the questions during the Q&A session later.
7. ORDINARY RESOLUTION 6 (SPECIAL BUSINESS)
PROPOSED CONTINUATION OF DATUK OH CHONG PENG IN OFFICE AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR
The meeting was requested to consider the continuation of Datuk Oh Chong Peng in office as an Independent Non-Executive Director.
The Chairman then informed the shareholders or proxies to leave their questions in the Q&A platform and the Board would address the questions during the Q&A session later.
8. 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 ACT”).
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.
The Chairman then informed the shareholders or proxies to leave their questions in the Q&A platform and the Board would address the questions during the Q&A session later.
9. 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 2021.
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.
The 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.
The Chairman then informed the shareholders or proxies to leave their questions in the Q&A platform and the Board would address the questions during the Q&A session later.
10. QUESTIONS & ANSWER SESSION
The Chairman addressed the questions received from the shareholders/proxies, which were submitted through the real time submission of typed texts in the Q&A platform in the webinar (please refer to Appendix B).
11. POLLING AND RESULTS OF POLL
After dealing with all the businesses on the Agenda, the meeting proceeded to poll voting.
The meeting adjourned for 10 minutes for the counting of votes.
Thereafter, the meeting was further adjourned for 20 minutes to verify the poll results.
Upon completion of the counting of the votes by poll, the Chairman called the meeting to order and announced the poll results as follows:-
ORDINARY RESOLUTION 1 – DIRECTORS’ FEES IN RESPECT OF THE FINANCIAL YEAR ENDED 31 MARCH 2021
|
Result On Voting By Poll |
|||||
|
Vote For |
Vote Against |
||||
|
No. of Proxy/Shareholder |
No. of Shares |
% |
No. of Proxy/Shareholder |
No. of Shares |
% |
|
31 |
1,709,545,560 |
99.9396 |
21 |
1,033,262 |
0.0604 |
Based on the poll result, the Chairman declared the following motion carried:-
“THAT the payment of Directors’ Fees of RM981,300.00 for the financial year ended 31 March 2021 be approved.”
ORDINARY RESOLUTION 2 – PAYMENT OF DIRECTORS’ BENEFITS
|
Result On Voting By Poll |
|||||
|
Vote For |
Vote Against |
||||
|
No. of Proxy/Shareholder |
No. of Shares |
% |
No. of Proxy/Shareholder |
No. of Shares |
% |
|
33 |
1,710,001,272 |
99.9654 |
20 |
591,362 |
0.0346 |
Based on the poll result, the Chairman declared the following motion carried:-
“THAT approval be and is hereby given for the payment of Directors’ Benefits of up to an amount of RM120,000.00 for the period from 20th Annual General Meeting until the 21st Annual General Meeting.”
ORDINARY RESOLUTION 3 – RE-ELECTION OF TANG KING HUA AS DIRECTOR
|
Result On Voting By Poll |
|||||
|
Vote For |
Vote Against |
||||
|
No. of Proxy/Shareholder |
No. of Shares |
% |
No. of Proxy/Shareholder |
No. of Shares |
% |
|
44 |
1,710,413,427 |
99.9872 |
10 |
218,207 |
0.0128 |
Based on the poll result, the Chairman declared the following motion carried:-
“THAT Tang King Hua, retiring pursuant to Clause 76(3) of the Constitution of the Company and who being eligible, be re-elected Director of the Company.”
ORDINARY RESOLUTION 4 – RE-ELECTION OF TAN CHOR TECK AS DIRECTOR
|
Result On Voting By Poll |
|||||
|
Vote For |
Vote Against |
||||
|
No. of Proxy/Shareholder |
No. of Shares |
% |
No. of Proxy/Shareholder |
No. of Shares |
% |
|
44 |
1,710,413,427 |
99.9872 |
10 |
218,207 |
0.0128 |
Based on the poll result, the Chairman declared the following motion carried:-
“THAT Tan Chor Teck, retiring pursuant to Clause 76(3) of the Constitution of the Company and who being eligible, be re-elected Director of the Company.”
ORDINARY RESOLUTION 5 – RE-APPOINTMENT OF MESSRS BAKER TILLY MONTEIRO HENG PLT AS AUDITORS OF THE COMPANY
|
Result On Voting By Poll |
|||||
|
Vote For |
Vote Against |
||||
|
No. of Proxy/Shareholder |
No. of Shares |
% |
No. of Proxy/Shareholder |
No. of Shares |
% |
|
47 |
1,710,418,127 |
99.9875 |
7 |
213,507 |
0.0125 |
Based on the poll result, the Chairman declared the following motion carried:-
“THAT Messrs Baker Tilly Monteiro Heng PLT be hereby re-appointed as Auditors of the Company at a fee to be agreed upon with the Directors and to hold office until the conclusion of the next Annual General Meeting.”
ORDINARY RESOLUTION 6 (SPECIAL BUSINESS) – PROPOSED CONTINUATION OF DATUK OH CHONG PENG IN OFFICE AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR
|
Result On Voting By Poll (Tier 1) |
|||||
|
Vote For |
Vote Against |
||||
|
No. of Proxy/Shareholder |
No. of Shares |
% |
No. of Proxy/Shareholder |
No. of Shares |
% |
|
1 |
796,105,843 |
100.0000 |
0 |
0 |
0.0000 |
|
Result On Voting By Poll (Tier 2) |
|||||
|
Vote For |
Vote Against |
||||
|
No. of Proxy/Shareholder |
No. of Shares |
% |
No. of Proxy/Shareholder |
No. of Shares |
% |
|
38 |
913,265,464 |
99.8622 |
15 |
1,260,327 |
0.1378 |
Based on the poll result, the Chairman declared the following motion carried:-
“THAT approval be and is hereby given to Datuk Oh Chong Peng, who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than twelve (12) years, to continue to serve as an Independent Non-Executive Director of the Company until the conclusion of the next Annual General Meeting of the Company.”
ORDINARY RESOLUTION 7 (SPECIAL BUSINESS) – AUTHORITY TO ISSUE SHARES
|
Result On Voting By Poll |
|||||
|
Vote For |
Vote Against |
||||
|
No. of Proxy/Shareholder |
No. of Shares |
% |
No. of Proxy/Shareholder |
No. of Shares |
% |
|
41 |
1,709,937,547 |
99.9594 |
13 |
694,087 |
0.0406 |
Based on the poll result, the Chairman declared the following motion carried:-
“THAT, pursuant to Sections 75 and 76 of the Companies Act 2016 (“the Act”) and the Constitution of the Company and subject to the approvals from Bursa Malaysia Securities Berhad and other relevant government/regulatory authorities, where such approval is necessary, the Directors of the Company be and are hereby empowered pursuant to Sections 75 and 76 of the Act to issue shares in the Company at any time until the conclusion of the next Annual General Meeting and upon such terms and conditions and for such purposes as the Board of Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued during the preceding twelve (12) months does not exceed 10% of the total number of the issued shares (excluding treasury shares) of the Company for the time being AND THAT the Board of Directors be and are also empowered to obtain approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad.”
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”)
|
Result On Voting By Poll |
|||||
|
Vote For |
Vote Against |
||||
|
No. of Proxy/Shareholder |
No. of Shares |
% |
No. of Proxy/Shareholder |
No. of Shares |
% |
|
43 |
914,500,749 |
99.9973 |
10 |
25,042 |
0.0027 |
Based on the poll result, the Chairman declared the following motion carried:-
“THAT, subject always to the Listing Requirements of Bursa Malaysia Securities Berhad, the Company and its subsidiary companies shall be mandated to enter into such recurrent transactions of a revenue or trading nature which are necessary for their day-to-day operations and with those related parties as specified in Section 2.4 of the Circular to Shareholders dated 23 July 2021 subject further to the following: –
(i) the transactions are in the ordinary course of business of the Company and its subsidiary companies on terms not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company; and
(ii) disclosure will be made in the Annual Report of the aggregate value of transactions of the Proposed Shareholders’ Mandate for RRPT conducted during the financial year, including amongst others, the following information: –
(a) the type of the recurrent transactions made; and
(b) the names of the related parties involved in each type of the recurrent related party transactions made and their relationship with the Company and/or its subsidiary companies.
AND THAT such mandate shall commence upon passing of this resolution and shall continue to be in force until: –
(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the AGM at which such mandate was passed, at which time it will lapse unless by the resolution passed at a general meeting, the authority is renewed; or
(ii) the expiration of the period within which the next AGM of the Company after the date it is required to be held pursuant to Section 340(2) of the Companies Act 2016 (“the Act”) (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or
(iii) revoked or varied by resolution passed by the shareholders of the Company in general meeting;
whichever is the earlier;
AND FURTHER THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the Proposed Shareholders’ Mandate for RRPT.”
12. CLOSURE
There being no further business, the meeting closed at 3.43 p.m. with a vote of thanks to the Chair.
APPENDIX A
APPENDIX B
Notes in respect of the Question-and-Answer (“Q&A”) Session during the 20thAnnual General Meeting of the Company conducted fully virtually through the online meeting platform at www.metramanagement.com.my provided by Metra Management Sdn. Bhd. in Malaysia, on Tuesday, 24 August 2021 at 2.30 p.m.
| Shareholder |
Q1: |
Will the Company consider implementing the audit firm rotation policy? |
| Datuk Oh Chong Peng |
A1: |
We have complied with the audit partner rotation requirements, with the key audit partner changing every five years. |
| Shareholder |
Q2: |
When is the result of the extension of time (“EOT”) application expected to be released? |
| Chief Executive Officer (Dato’ Neoh Soon Hiong) |
A2: |
We have submitted the application for EOT to the Government and the result is expected to be released soon upon the appointment of the new Minister. |
| Shareholder |
Q3: |
Due to the recent frequent changes of Government, what is the update on the Government’s proposal on the toll rate reduction of PLUS highways? |
| Chief Financial Officer (Lyndon Alfred Felix) |
A3: |
The toll rate reduction of PLUS highways does not only affect the West Coast Expressway (“WCE”) but the industry as a whole.
We have engaged the Government and emphasised that the toll rate discrepancy between PLUS highways and WCE is rather large and there is a need to mitigate the discrepancy between the toll rates. However, we opined that this is not a critical issue for the Government to immediately resolve because the impact of this discrepancy will only happen when the entire alignment of WCE is complete. For the next one year, we are hopeful that the Government can resolve this issue. |
| Shareholder |
Q4: |
The amortisation of Infrastructure Development Expenditure amounted to RM4.264 million. With most of the WCE expected to be completed by FY2022, will the amortisation be significantly higher for FY2022 and if yes, what will be expected increase in percentage terms? |
| Management |
A4: |
The amortisation is expected to be higher when additional sections are completed and commenced tolling. |
| Shareholder |
Q5: |
The term loans of the Group have an effective rate ranging from 4.86% to 4.87% (page 112 of the annual report), a reduction from 5.62% to 6.20% in the previous year. Due to the reduction of interest rates by Bank Negara Malaysia (BNM) in 2021, will there be similar reduction of interest rates for the term loans in FY2022? |
| Management |
A5: |
The Group expects the effective interest rate for FY2022 will be consistent with those in FY2021 in the event no further adjustment made by BNM. |
| Shareholder |
Q6: |
Can you explain the rationale to issue RUMS totaling RM1,980 million. Which is also at interest of 10% |
| Management |
A6: |
The WCE Project Funding comprise of 80% borrowings and 20% equity. RUMS is issued for the 20% equity portion. |
| Shareholder |
Q7: |
Will the Company raise fund from the shareholders again to complete the WCE? |
| Chief Financial Officer (Lyndon Alfred Felix) |
A7: |
No.
With regards to our current funding situation, the biggest issue is the cost overrun for land acquisition. However, we are pleased to report that most land acquisition issues have been resolved and the Company has taken all the necessary actions to fund the cost overruns. We are optimistic of getting the funding requirement until the completion of the WCE. |
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