Annual General Meeting Summary

NICHE CAPITAL EMAS HOLDINGS BERHAD (527272V)

 

Minutes of the Sixteenth Annual General Meeting ("AGM”) of Niche Capital Emas Holdings Berhad ("NICE” or "the Company”) held at M Central, Level 2, M Roof Hotel & Residences, Jalan Dato’ Lau Pak Kuan, Taman Ipoh, 31400 Ipoh Perak, Malaysia on Monday, 27 November 2017 at 11.00 am.

 

Present

: As per attendance list.

By invitation

: As per attendance list.

In attendance

: As per attendance list.

The shareholders, corporate representative, proxies and invitees who attended the Sixteenth AGM are set out in the Attendance List attached and shall form an integral part of these Minutes.

 

CHAIRMAN’S WELCOME ADDRESS

The Chairman of the Board of Directors, Mr Khairul Idham Bin Ismail ("the Chairman”) welcomed all shareholders, corporate representative, proxies and invitees to the AGM. The Chairman then introduced the Board of Directors and Company Secretary to all present.

 

CALL TO ORDER AND DETERMINATION OF QUORUM

The Chairman called the meeting to order at 11.00 am and confirmed that a quorum was present.

 

NOTICE OF MEETING

The Chairman proposed that the Notice of today’s meeting which was announced and circulated to shareholders on 31 October 2017 be taken as read. The Chairman then continued with the business of the Meeting.

The Chairman said that there were eight (8) Ordinary Resolutions to be tabled for approval by the shareholderson poll in accordance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities”) andrequested the Company Secretary to brief all on the polling procedure.

Ms Ong Tze-En ("Ms Ong”), the Company Secretary, then introduced Agriteum Share Registration Services Sdn. Bhd. as the Polling Agent to conduct the poll and Value Creator Consultancy as the Scrutineers to facilitate the polling process. The polling process would be conducted upon the conclusion of the deliberations of all items stated on the meeting agenda.

 

1.              AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017 AND REPORTS OF THE DIRECTORS AND AUDITORS THEREON

1.1           The Chairman informed that the first item on the meeting agenda was to receive the Audited Financial Statements for the financial year ended 30 June 2017 together with the Reports of the Directors and Auditors thereon. These, which had been previously circulated to shareholders, were laid at the Meeting for discussion.

1.2           The Chairman invited questions from the floor pertaining to the Audited Financial Statements for the financial year ended 30 June 2017.

1.3           As no question was raised, the Chairman declared that the Audited Financial Statements for the financial year ended 30 June 2017 of the Company had been duly tabled and received by the shareholders.

 


 

2.              ORDINARY RESOLUTIONS 1 AND 2

·       RE-ELECTION OF MR KHAIRUL IDHAM BIN ISMAIL PURSUANT TO ARTICLE 133 OF THE COMPANY’S ARTICLES OF ASSOCIATION (CONSTITUTION)

·       RE-ELECTION OF DATO’ TAN SEK YIN PURSUANT TO ARTICLE 133 OF THE COMPANY’S ARTICLES OF ASSOCIATION (CONSTITUTION)

2.1           The Chairman informed that Ordinary Resolutions 1 and 2 dealt with the re-election of two (2) Directors. Both retired pursuant to Article 133 of the Company’s Articles of Association (Constitution), and being eligible, have offered themselves for re-election.

2.2           The Chairman proceeded with Ordinary Resolution 1 on his re-election as Director of the Company and the motion was put to vote by way of poll.

2.3           Ordinary Resolution 2 was on the re-election of Dato’ Tan Sek Yin as Director of the Company and the motion was put to vote by way of poll.

 

3.              ORDINARY RESOLUTION 3

PAYMENTS OF DIRECTORS’ FEES OF RM91,094 FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

3.1           The next agenda item was to approve the payment of directors’ fees amounting to RM91,094 for the financial year ended 30 June 2017.  The motion for Ordinary Resolution 3 was put to vote by way of poll.

 

4.              ORDINARY RESOLUTION 4

PAYMENT OF DIRECTORS’ FEES OF UP TO AN AGGREGATE AMOUNT OF APPROXIMATELY RM250,000 FROM 1 JULY 2017 UNTIL THE NEXT AGM OF THE COMPANY

4.1           The Chairman informed that the next agenda of the meeting was to approve the payment of Directors’ Fees of up to an aggregate amount of approximately RM250,000 for the period commencing 1 July 2017 until the next AGM of the Company. Explanatory Notes on page 3 of the Annual Report 2017 set-out the clarification for this Ordinary Resolution 4. The motion was put to vote by way of poll.

 

5.              ORDINARY RESOLUTION 5

BENEFITS PAYABLE OF UP TO AN AGGREGATE AMOUNT OF APPROXIMATELY RM35,000 FROM 31 JANUARY 2017 UNTIL THE NEXT AGM OF THE COMPANY

5.1           Ordinary Resolution 5 was to approve the benefits payable to Directors of up to an aggregate amount of approximately RM35,000 commencing from 31 January 2017 until the next AGM of the Company. The Explanatory Notes on page 3 of the Annual Report 2017 set-out the clarification for Ordinary Resolution 5. The motion was put to vote by way of poll.

 


 

6.              ORDINARY RESOLUTION 6

RE-APPOINTMENT OF MESSRS UHY AS AUDITORS OF THE COMPANY AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION

6.1           Chairman noted that the next agenda item was to re-appoint Messrs UHY as Auditors of the Company for ensuing year to hold office until the conclusion of the next AGM and to authorize the Directors to fix their remuneration. Messrs UHY had indicated their willingness to accept re-appointment. The motion for Ordinary Resolution 6 was put to a vote by way of poll.

 

SPECIAL BUSINESS

7.              ORDINARY RESOLUTION 7

AUTHORITY TO ALLOT AND ISSUE SHARES BY DIRECTORS PURSUANT TO

SECTION 76 OF THE COMPANIES ACT 2016)

7.1           Having concluded the ordinary business of the AGM, the Meeting proceeded with the Special Business of the Agenda, in regards to obtaining the approval from the shareholders to empower the Directors to issue shares up to an aggregate amount not exceeding 10% of the issued and paid-up share capital of the Company.

7.2           This resolution, when approved by the shareholders, would allow the Board a certain amount of flexibility, when the need arises, to issue additional shares subject to approval of all relevant regulatory bodies being obtained where necessary. The renewal of this General Mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions.

7.3           As at Notice date, the Company had issue 30,276,100 ordinary shares pursuant to the mandate granted to the Directors at the last AGM held on 28 November 2016 and which will lapse at the conclusion of the Sixteenth AGM. The motion for Ordinary Resolution 7 was put to a vote by way of poll.

 

8.              ORDINARY RESOLUTION 8

CONTINUATION IN OFFICE AS SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR

8.1           The Chairman informed that the motion concerned seeking shareholders’ approval for the continuation in office of Mr Ng Chin Nam as a Senior Independent Non-Executive Director of the Company until the next AGM of the Company. Mr Ng had served as a Senior Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years.

8.2           He added that the details of the Board’s justifications and recommendations for retaining Mr Ng are as set out in Corporate Governance Statement on page 20 of the Annual Report 2017. The motion for Ordinary Resolution 8 was put to vote by way of poll.

 

9.              ANY OTHER BUSINESS

9.1           The Chairman was informed by the Company Secretary informed that no notice of any other business for transaction at the Meeting had been received by the Company.

9.2           The Chairman then invited the Polling Agent to take the meeting through the polling procedures followed by witnessing of the ballot and results tabulation by the Scrutineers.

10.           POLLING PROCESS

10.1         The representative of Polling Agent then briefed the all present at the Meeting on the polling procedures for the conduct of poll at the Sixteenth AGM.

10.2         The Meeting then stood adjourned at 11.13 am for the polling process to be undertaken as directed by the Chairman.

 

11.           ANNOUNCEMENT OF POLLING RESULT

11.1         The Meeting resumed at 11.23 am. The Chairman called the Meeting to order and thanked everyone (shareholder, corporate representative and proxy holders) for their patience to wait for the results of the poll.

11.2         The Chairman proceeded to announce the results of the poll as presented by the Scrutineers attached herein as Appendix A. The summary was as follows:

 

For

Against

Total voted

Abstained

Spoilt

Ordinary Resolution

No. of shares

%

No. of shares

%

No. of shares

%

No. of shares

No. of shares

1

131,087,900

100

-

-

131,087,900

100

-

-

2

131,087,900

100

-

-

131,087,900

100

-

-

3

131,087,900

100

-

-

131,087,900

100

-

-

4

131,087,900

100

-

-

131,087,900

100

-

-

5

131,087,900

100

-

-

131,087,900

100

-

-

6

131,087,900

100

-

-

131,087,900

100

-

-

7

131,087,900

100

-

-

131,087,900

100

-

-

8

131,087,900

100

-

-

131,087,900

100

-

-

 

11.3         Based on the poll results, the Chairman then declared all the following eight (8) Ordinary Resolutions as tabled at the AGM were carried and approved:

 

11.4         It was RESOLVED as follows:

ORDINARY RESOLUTION 1

RE-ELECTION OF MR KHAIRUL IDHAM BIN ISMAIL PURSUANT TO ARTICLE 133 OF THE COMPANY’S ARTICLES OF ASSOCIATION (CONSTITUTION)

That Mr Khairul Idham Bin Ismailbe and is hereby re-elected as Director of the Company pursuant to Article 133 of the Company’s Articles of Association (Constitution).


 

ORDINARY RESOLUTION 2

RE-ELECTION OF DATO’ TAN SEK YIN PURSUANT TO ARTICLE 133 OF THE COMPANY’S ARTICLES OF ASSOCIATION (CONSTITUTION)

That Dato’ Tan Sek Yin be and is hereby re-elected as Director of the Company pursuant to Article 133 of the Company’s Articles of Association (Constitution).

 

ORDINARY RESOLUTION 3

PAYMENTS OF DIRECTORS’ FEES OF RM91,094 FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

That the payment of Directors’ Fees amounting to RM91.094 for the financial year ended 30 June 2017 be and are hereby approved.

 

ORDINARY RESOLUTION 4

PAYMENT OF DIRECTORS’ FEES OF UP TO AN AGGREGATE AMOUNT OF APPROXIMATELY RM250,000 FROM 1 JULY 2017 UNTIL THE NEXT AGM OF THE COMPANY

That the payment of Directors’ Fees of up to an aggregate amount of approximately RM250,000 from 1 July 2017 until the next Annual General Meeting of the Company be and are hereby approved.

 

ORDINARY RESOLUTION 5

BENEFITS PAYABLE OF UP TO AN AGGREGATE AMOUNT OF APPROXIMATELY RM35,000 FROM 31 JANUARY 2017 UNTIL THE NEXT AGM OF THE COMPANY

That the benefits payable to the Directors of the Company up to an aggregate amount of approximately RM35,000 from 31 January 2017 until the conclusion of the next Annual General Meeting of the company be and are hereby approved.

 

ORDINARY RESOLUTION 6

RE-APPOINTMENT OF MESSRS UHY AS AUDITORS OF THE COMPANY AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION

That Messrs UHY be and are hereby re-appointed as Auditors of the Company for the ensuring year to hold office until the conclusion of the next Annual General Meeting and the Directors be and are hereby authorised to fix their remuneration.

 


 

ORDINARY RESOLUTION 7

AUTHORITY TO ALLOT AND ISSUE SHARES BY DIRECTORS PURSUANT TO SECTION 76 OF THE COMPANIES ACT 2016

THAT pursuant to Section 76 of the Companies Act 2016, the Articles of Association (Constitution) of the Company and subject to the approval of all the relevant government and/or regulatory authorities, the Board of Directors of the Company be and is hereby authorised to issue and allot from time to time such number of ordinary shares of the Company upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fi t, PROVIDED ALWAYS THAT the aggregate number of ordinary shares issued pursuant to this resolution does not exceed 10% of the total issued share capital of the Company for the time being AND THAT the Directors are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on the Bursa Malaysia Securities Berhad AND THAT such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting is required by law to be held or revoked/varied by resolution passed by the shareholders in general meeting whichever is the earlier.

ORDINARY RESOLUTION 8

CONTINUATION IN OFFICE AS A SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR

THAT approval be and is hereby given for Mr. Ng Chin Nam, who have served as a Senior Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, be retained and continued to act as Senior Independent Non-Executive Director of the Company until the conclusion of the next Annual General Meeting of the Company.

 

12.           CONCLUSION

12.1         There being no further business, the Meeting closed at 11.25 am with a vote of thanks to the Chair.