summary of key matters discussed of the fifty-fifth annual...

SELANGOR PROPERTIES BERHAD Co. No 5199 - X

Level 2, Block D, Kompleks Pejabat Damansara, Jalan Dungun, Damansara Heights, 50490 Kuala Lumpur, Malaysia (P.O. Box 12267, 50772 Kuala Lumpur, Malaysia) t +603 2094 1122 f +603 2095 0150

SUMMARY OF KEY MATTERS DISCUSSED OF THE FIFTY-FIFTH ANNUAL GENERAL

MEETING (“55th AGM”) OF THE COMPANY HELD AT BANQUET HALL, 1ST FLOOR,

KUALA LUMPUR GOLF & COUNTRY CLUB, NO. 10, JALAN 1/70D, OFF JALAN BUKIT

KIARA, 60000 KUALA LUMPUR ON TUESDAY, 28 FEBRUARY 2017 AT 10.30 A.M. _________________________________________________________________________________________

1. CHAIRMAN

Mr Michael Lim Hee Kiang welcomed all present and conveyed the apologies from the

Chairperson of the Company, Puan Sri Datin Chook Yew Chong Wen for not being able to

attend the Meeting.

Pursuant to the Constitution of the Company, the Directors present shall elect any of the

Directors to be the Chairman of the Meeting. The Board has nominated Mr Wen Chiu Chi as

Chairman of the Meeting.

Mr Wen Chiu Chi presided as Chairman of the Meeting and welcomed all members to the

Meeting.

2. QUORUM

The Secretary confirmed that a quorum was present. With the requisite quorum being present,

the Chairman of the Meeting called the Meeting to order at 10.30 a.m.

3. NOTICE

With the consent of the members present, the Notice convening the Meeting having been

circulated for the prescribed period was taken as read. The Chairman of the Meeting then

proceeded with the business of the Meeting.

4. SUMMARY OF PROXIES RECEIVED

As part of good governance, the Chairman of the Meeting informed the members that the

Company had received in total 103 proxy forms from shareholders for a total of 246,683,897

ordinary shares representing 71.79% of the total number of issued shares of the Company.

Out of those, there were 41 shareholders who have appointed the Chairman of the Meeting as

proxy to vote on their behalf and the shares so represented stood at 1,247,600 which represent

0.36% of the total number of issued shares of the Company.

SELANGOR PROPERTIES BERHAD of 5

(Company No: 5199-X)

Summary of Key Matters discussed at the Fifty-Fifth Annual General Meeting

of the Company held on Tuesday, 28 February 2017

5. RIGHTS OF SHAREHOLDERS

The Chairman of the Meeting further informed the shareholders that they are encouraged to

participate, speak and vote in this meeting. The Chairman then proceeded with the business

on the agenda.

6. AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31

OCTOBER 2016

The Chairman of the Meeting informed the Meeting that the Audited Financial Statements of

the Company for the financial year ended 31 October 2016 were meant for discussion only as

approval of the shareholders is not required.

The Chairman of the Meeting also informed that the Minority Shareholder Watchdog Group

(“MSWG”) had on 20 February 2017 written to the Company seeking

clarification/information on several points and issues raised pertaining to strategies and

financial matters of the Company as well as corporate governance matter.

At the invitation of the Chairman of the Meeting, the Chief Operating Officer, Mr Chong

Koon San read out the questions received from the MSWG and provided the answers to the

questions raised at the Meeting for the benefit of the shareholders and stakeholders. A copy

of the slide presentation on the questions raised by the MSWG and answers is attached herein

as Appendix A.

The Chief Operating Officer then gave a brief overview of the current properties and future

property development projects of the Company.

The Chairman of the Meeting subsequently invited questions from the floor and took

cognizance of the following enquiries, proposals and/or suggestions by shareholders and

proxies during the Meeting:-

A. Financial Results

(i) The investment funds of the Company were placed with 4 investment houses based in

Singapore, namely JPMorgan Chase & Co., UBS AG Singapore, The Hongkong and

Shanghai Bank and Morgan Stanley Asia (Singapore) Pte. The said funds were placed

with the investment houses in Hong Kong prior to the economy crisis and subsequently

transferred to Singapore, in variety types of investment, mainly placed in global market

without specification in geographical areas.

(ii) The investment in hedge funds held by the Company has reduced to a relatively small

amount and upon maturity, the Company intend to redeem the funds.

(iii) Approximately 50% of the total currencies held by the Company were in Singapore

Dollar, 40% were in United States Dollar, and the balance foreign currencies were held

in Euro Dollar and Australian Dollar.





(iv) Part of the Unit Trust funds held by the Company had been utilized as payment of final

dividend of RM171.8 million approved at last year’s Annual General Meeting and some

had been used for the acquisition of 4 parcels of lands amounting to RM30 million, as

well as for working capital purposes for development of projects.

(v) Even though the Company may have cash surpluses that are sufficient to repay all

borrowings, the reporting of the gearing ratio of the Company for the financial year

ended 31 October 2016 at 0.10 was made in compliance with accounting requirements.

This gearing ratio was mainly due to two (2) outstanding borrowings amounting to

AUD35 million and RM40 million respectively (equivalent to approximately RM240

million in total).

B. Outlook of the Company

(i) Part of the cash in hand was intended to be utilized for real estate investment in

Australia.

(ii) The Company is currently focusing on large project developments to generate greater

returns, amongst which includes development of the land on which Wisma Damansara

sits, and Management was confident that there would be no issue on the funding for this

project.

(iii) Management was in the midst of discussing with the Kuala Lumpur City Hall for a

relaxation of the height restriction set forth for Wisma Damansara Project.

(iv) The Gross Development Value of Aira Residence is approximately RM850 million.

C. Proposals/Suggestions

(i) In response to a shareholder’s proposal for new Independent Non-Executive Directors

to be appointed in view of the long tenure of the existing Independent Non-Executive

Directors of the Company, the Company is of view that the existing Independent Non-

Executive Directors are independent of management and free from any business on

other relationships which could interfere with the exercise of judgement, objectivity on

the ability to act in the best interest of the Company. Nevertheless, the Company

acknowledged that succession planning is required and would actively look into it.

(ii) In response to a shareholder’s proposal for bonus issue exercise to be taken to maximise

the share value of the Company, the Company would explore on its possibility, where

appropriate.

After having addressed all the questions/issues raised, it was recorded that the Audited Financial

Statements of the Company had been duly tabled and received by the Shareholders.





7. POLL PROCEDURE

Pursuant to the Constitution of the Company, the Chairman of the Meeting demanded for a

poll to be taken on all the resolutions set forth in the Notice of the 55th AGM.

After the briefing of the polling procedure, the Chairman of the Meeting then proceeded with

the resolutions set out in the Agenda.

8. VOTING RESULTS

All the following resolutions tabled at the 55th AGM of the Company were duly passed by

the shareholders of the Company:-

Ordinary Business

Resolution Agenda

Ordinary Resolution 1 Declaration of a final single-tier exempt dividend of 12.0 sen

per Ordinary Share and a special single-tier exempt dividend

of 8.0 sen per Ordinary Share for the financial year ended 31

October 2016

Ordinary Resolution 2 Approval on the payment of Directors’ Fees for the financial

year ended 31 October 2016

Ordinary Resolution 3 Re-appointment of Puan Sri Datin Chook Yew Chong Wen as

Director

Ordinary Resolution 4 Re-appointment of Dato’ Zaibedah Binti Ahmad as Director

Ordinary Resolution 5 Re-election of Mr Ong Liang Win as Director

Ordinary Resolution 6 Re-appointment of Messrs Ernst & Young as Auditors

Special Business

Resolution Agenda

Ordinary Resolution 7 Authority for Mr Michael Lim Hee Kiang to continue in office

as Independent Non-Executive Director

Ordinary Resolution 8 Authority for Dato’ Zaibedah Binti Ahmad to continue in

office as Independent Non-Executive Director

Ordinary Resolution 9 Authority for Mr Ong Liang Win to continue in office as

Independent Non-Executive Director





Special Business (Cont’d)

9.

CLOSURE

There being no other business to be transacted, the Meeting terminated at 12.45 p.m. with a

vote of thanks extended to the Chairman of the Meeting.

********[End]********

Resolution Agenda

Ordinary Resolution 10 Proposed Renewal of Shareholders’ Mandate for Recurrent

Related Party Transactions of a Revenue or Trading Nature

Special Resolution Proposed Amendments to the Articles of Association

summary of key matters discussed of the fifty-fifth annual...

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