PROCEEDINGS FORTHE = ~/
19™ ANNUAL GENERAL MEETING
OF THE COMPANY TO BE HELD ON THURSDAY, 5 JUNE 2014
AT 10.00 A.M. AT IDEAL CONVENTION CENTRE
OPENING
Chairman: Good Morning, Ladies and Gentlemen, welcome to the 19"
Annual General Meeting of Magna Prima Berhad.
Before we proceed, | would like the Company Secretary to
confirm if a quorum is present.
QUORUM
Secretary: Yes, Tan Sri Chairman, there is a quorum present, pursuant to
Article 64 of the Company’s Articles & Association. The
Meeting can be called to order.
Chairman: I hereby declare the Meeting duly convened.
PROXIES
Chairman: Company Secretary, can you please report on the number of
Proxy Forms received and the number of shares represented by
their proxies.
Secretary: | would like to advise that in the presence of Auditor a total of
— Proxy forms have been received and <3 forms have been
validated.
The total number of voting shares covered by the proxies is
shares.
282 752-24
-PageChairman:
Chairman:
Secretary:
Chairman:
Chairman:
VOTE BY POLL
NOTICE OF MEETING
Since the Notice convening the meeting has been circulated
within the prescribed period; | would like to propose that the
notice convening the meeting be taken as read.
(The Chairman pauses and deems the members present agree)
We shall now proceed with the business at hand. All items on
the agenda shall be voted by poll. Secretary, please ensure
that all eligible to vote have received their voting forms. The
share registrars are to verify the number of shares stated by
voters. Auditors, please stand by to verify the votes. As the
voting and verification may take some time, | would like to
complete discussion on all matters on the agenda before we
proceed with the polling. All results shall be announced after
verification by the scrutineers.
Tan Sri Chairman, the voting slips were handed to all
shareholders and proxy holders upon their registration at the
entrance. May | remind those who are holding shares in their
personal capacity and have also been appointed as proxies to
state the number of shares respectively in the appropriate
column, Eight individual voting slips have been given to you
covering separate matters. On completion of your votes,
please drop them in the ballot boxes.
ITEM 1 ON THE AGENDA
TO RECEIVE AND ADOPT THE AUDITED FINANCIAL
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER
2013 AND THE REPORTS OF THE DIRECTORS AND AUDITORS
THEREON
The first item on the Agenda is to receive the audited financial
statements for the year ended 31 December 2013 and the
Reports of the Directors and Auditors thereon. The financial
statements and reports have been forwarded to you earlier.
Can | have a proposer to move a motion that the audited
financial statements for the year ended 31 December 2013 and
the Reports of the Directors and Auditors be received?
-Page 2-Nazri:
Chairman:
Haswan:
Chairman:
Chairman:
Chairman:
Vikram:
Chairman:
Jenny Tan:
Chairman:
Chairman:
VOTE BY POLL
|, Nazri wish to propose.
Thank you, Can | have a seconder to the motion?
|, Haswan second the motion.
Thank you. | and my fellow board members shall be pleased to
address any queries on the financial statements.
(Question & Answer session)
Voting on this agenda will be done in due course. We shall
now move on to the next item on the agenda.
ITEM 2 ON THE AGENDA
TO DECLARE A FINAL SINGLE TIER EXEMPT DIVIDEND OF 1.0
SEN PER SHARE
We now proceed to the next Agenda to declare a final single
tier exempt dividend of 1.0 sen per share.”
Can I have a proposer to declare a final single tier exempt
dividend of 1.0 sen per share?
|, Vikram wish to propose. .
Thank you. Can someone second?
|, Jenny Tan wish to second.
Thank you.
Voting on this agenda will be done in due course. We shall
now move on to the next item on the agenda.
~Poge 3-Chairman:
Vikram:
Chairman:
Haswan:
Chairman:
VOTE BY POLL
ITEM 3 ON THE AGENDA
TO RE-ELECT THE FOLLOWING DIRECTOR WHO RETIRE IN
ACCORDANCE WITH ARTICLE 100 OF THE COMPANY’S
ARTICLES OF ASSOCIATION: -
ONG AH LENG
The next item on the Agenda is to re-elect the retiring
Director.
Mr. Ong Ah Leng will be retiring at this Annual General Meeting
in accordance with Article 100 of the Company's Articles of
Association. We shall vote on this agenda in due course.
| will now ask for a proposer and seconder to the resolution for
re-election of Mr. Ong Ah Leng as a Director of the Company.
|, Vikram wish to propose.
Can I have a seconder, please?
|, Haswan wish to second.
Voting on this agenda will be done in due course. We shall now
move on to the next item on the agenda.
~Page 4-Chairman:
Jenny:
Chairman:
Nazri:
Chairman:
Chairman:
Secretary:
Chairman:
Jenny Tan:
Chairman:
Haswan:
VOTE BY POLL
ITEM 4 ON THE AGENDA
TO APPROVE THE PAYMENT OF DIRECTORS’ FEES IN RESPECT
OF THE FINANCIAL YEAR ENDED 31 DECEMBER 2013
Can | have a proposer to move the motion to approve payment
of Directors’ fees for the year ended 31 December 2013? The
total sum is RM162,000
J; Jenny, wish to propose.
Can | have a seconder, please?
|, Nazri, wish to second./
Does anybody need any clarification on this matter? (If none,
Chairman to proceed).
ITEM 5 ON THE AGENDA
TO RE-APPOINT THE AUDITORS OF THE COMPANY AND TO
AUTHORISE THE BOARD OF DIRECTORS TO FIX THEIR
REMUNERATION
The next item on the Agenda is to re-appoint Auditors of the
Company and to authorise the Directors to fix their
remuneration. Messrs Morison Anuarul Azizan Chew has offered
to be re-appointed as auditors.
Secretary, did we receive other nominations as Auditors?
None, Tan Sri Chairman.
Can | have a proposer to move the motion to appoint Messrs
Morison Anuarul Azizan Chew as Auditors of the Company for
the financial year ending 31 December 2014 and to authorise
the Board of Directors to fix their remuneration.
1, Jenny Tan, wish to propose.
Can | have a seconder, please?
1, Haswan, wish to second.
= Page §-Chairman:
Chairman:
GMD:
Vikram:
GMD:
Haswan:
GMD:
GMD:
Chairman:
VOTE BY POLL
Voting on this agenda will be done in due course. We shall now
move on to the next item on the agenda.
ITEM 6 ON THE AGENDA
RE-APPOINTMENT OF YBHG TAN SRI DATUK ADZMI _ BIN
ABDUL WAHAB AS INDEPENDENT NON-EXECUTIVE DIRECTOR,
CHAIRMAN OF THE COMPANY PURSUANT TO SECTION 129(6)
OF THE COMPANIES ACT 1965
The next item on the Agenda is to re-appoint director of the
Company pursuant to Section 129 (6) of the Companies Act
1965.
As | am an interested party, | shall step down and invite YBhg
Dato’ Rahadian Mahmud to take the chair.
Thank you Tan Sri. The first item of the special business today
is to re-appoint YBhg Tan Sri Datuk Adzmi bin Abdul Wahab as
Independent Non-Executive Director, Chairman of the company
pursuant to Section 129 (6) of the Companies Act 1965.
| will now ask for a proposer and seconder to the resolution for
re-appointment of YBhg Tan Sri Datuk Adzmi bin Abdul Wahab
as Independent Non-Executive Director, Chairman of the
Company.
|, Vikram, wish to propose.
Can | have a seconder, please?
|, Haswan wish to second
Voting on this agenda will be done in due course. We shall
now move on to the next item on the agenda.
| now return the chair to you, Tan Sri. Thank you
Thank you, Dato’.
~Page éChairman:
Nazriz
Chairman:
Jenny Tan:
Chairman:
Chairman:
Chairman:
VOTE BY POLL
ITEM 7 ON THE AGENDA
PROPOSED RENEWAL OF THE AUTHORITY FOR DIRECTORS TO.
ISSUE SHARES
This is an ordinary resolution to authorise the directors to issue
new shares up to a maximum of 10% of the current issued and
paid-up capital of the Company.
This authority is to cover any event whereby a capital call to
be made at very short notice to issue additional capital for any
purpose. This approval will remain valid until the next AGM
and the maximum-number of shares allowed to be allotted is
only up to 10%/of the issued share capital at the time of
consideration. It would be left to the discretion of the Board
whether to exercise this authority at all.
This matter is pursuant to Section 132D of the Companies Act,
1965 and subject to approval of the regulatory authorities.
Can | now have a proposer and a seconder to the resolution?
1, Nazri, wish to propose. /
Can | have a seconder, please?
|, Jenny Tan, wish to second.
Voting on this agenda will be done in due course. We shall now
move on to the next item on the agenda.
t THE AGENDA
PROPOSED RENEWAL OF SHARE BUY-BACK
The next Agenda is to propose renewal of share buy-back. The
full resolution is stated in item 8 of the Agenda.
The Share Buy-Back Statement contained in the Annual Report
appears on pages 89 to 95.
Any enquiries on the subject?
= Page 7Chairman:
Vikrat
Chairman:
Haswan:
Chairman:
Chairman:
Chairman:
VOTE BY POLL
Can | have a proposer to move a motion?
|, Vikram, wish to propose.
Can | have a seconder, please?
|, Haswan, wish to second.
Ladies and gentlemen, we have come to the end of the agenda
for today’s Meeting. You may now cast your votes on all
matters discussed earlier and drop your ballot papers in the
boxes provided.
While waiting for verification of the votes, we shall adjourn for
refreshments at the foyer. Once the results are ready, we shall
invite everybody back to the hall. Thank you.
(All proceed for refreshments)
(at the appropriate time, all members are called back to the
hall)
| am pleased to inform | have received the results of the poll
from the auditors. They are as follows.
(Chairman reads from the result sheets).
Bed 294 2d fo vow L 2s
ahah
Ladies and gentlemen, we have come to the end of the agenda
for today’s Meeting.
vero
nad
On behalf of my fellow Directors, | would like to thank all
present for your kind attendance and support.
| now declare the Meeting closed.
Thank you.
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