YTL CORPORATION BERHAD
[Company No. 198201012898 (92647-H)]
(Incorporated in Malaysia)
MINUTES OF THE FORTY-FIRST ANNUAL GENERAL MEETING ("AGM"/the "Meeting") OF THE COMPANY ("YTL Corp") CONDUCTED ON A FULLY VIRTUAL BASIS THROUGH LIVE STREAMING, ONLINE REMOTE PARTICIPATION AND VOTING ("RPV") VIA TIIH ONLINE SYSTEM AT https://tiih.com.my ("TIIH Online") ON THURSDAY, THE 5TH DAY OF DECEMBER, 2024 AT 1.05 P.M.
Present | : | Tan Sri (Sir) Francis Yeoh Sock Ping | - | Executive | ||
Chairman | & | |||||
member | ||||||
Dato' Yeoh Seok Kian | - | Managing Director | ||||
& member | ||||||
Dato' Yeoh Soo Min | - | Director & member | ||||
Dato' Seri Yeoh Seok Hong | - | Director & member | ||||
Dato' Sri Michael Yeoh Sock Siong | - | Director | ||||
Dato' Mark Yeoh Seok Kah | - | Director & member | ||||
Tuan Syed Abdullah Bin Syed Abd. Kadir | - | Director & member | ||||
Puan Raja Noorma Binti Raja Othman | - | Director | ||||
Mr Choo Yee Kwan | - | Director | ||||
Mr Tang Kin Kheong | - | Director | ||||
Puan Sharifatu Laila Binti Syed Ali | - | Director | ||||
Mr Chew Loong Jin ("Engagement | - | Representing the | ||||
Partner") | Auditors, | |||||
HLB | Ler | Lum | ||||
Chew PLT | ||||||
Apologies | : | Dato' Yeoh Soo Keng | - | Director & member | ||
In Attendance | : | Ms Ho Say Keng | - | Secretary | ||
Participated | : | 843 members/corporate representatives/proxies | (collectively, | |||
via RPV at TIIH | "Members"), including Executive Chairman as proxy for members as | |||||
Online | per attendance lists |
- WELCOME ADDRESS
On behalf of the Board of Directors ("Board"), the Executive Chairman welcomed everyone who had logged-in to the meeting platform to participate in the AGM.
The Executive Chairman then introduced the members of the Board, the Engagement Partner from HLB Ler Lum Chew PLT and the Secretary. - QUORUM
The requisite quorum, having been confirmed by the Secretary with the advice of the share registrar and poll administrator as present, the Executive Chairman called the Meeting to order. - NOTICE OF MEETING
The notice convening the AGM as set out in the Annual Report was taken as read.
YTL CORPORATION BERHAD [Company No. 198201012898 (92647-H)] Minutes of the Annual General Meeting held on 5 December 2024
4. PRELIMINARY -
VOTING AND GENERAL INSTRUCTION ON MEETING PROCEDURES The Executive Chairman informed that -
- he had been appointed as proxy for a number of members and he would vote in accordance with their instructions;
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voting on the resolutions set out for the AGM would be conducted by poll in accordance with Bursa Malaysia Securities Berhad Main Market Listing
Requirements and the Company's Constitution by way of online remote voting at the RPV platform ("e-voting"); - Tricor Investor & Issuing House Services Sdn Bhd ("Tricor") was appointed Poll Administrator for the polling process while Coopers Professional Scrutineers Sdn Bhd was appointed Scrutineers to validate the poll results.
At the request of the Executive Chairman, the Secretary highlighted that the e-voting session commenced at the start of the Meeting and would continue until closure of the voting session and that the voting results would be announced at conclusion of the AGM. Members were to submit their questions at any time during the AGM using the Query Box provided via the RPV facility.
5. AGENDA ITEMS
The Executive Chairman proceeded with the business of the Meeting by reading out the agenda items and providing brief clarifications where necessary.
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AGENDA NO. 1 -
AUDITED FINANCIAL STATEMENTS AND REPORTS FOR THE FINANCIAL PERIOD ENDED 30 JUNE 2024
The first agenda item under the 'Ordinary Business' was the laying of the audited financial statements of the Company for the financial year ended 30 June 2024 together with the Reports of the Directors and Auditors thereon ("Audited Financial Statements").
The Executive Chairman explained that the Audited Financial Statements were tabled/laid only for discussion as these did not require approval of the Members and hence not put for voting. - ORDINARY RESOLUTIONS 1 TO 4 -
RE-ELECTION OF DIRECTORS RETIRING BY ROTATION PURSUANT TO
ARTICLE 86 OF THE COMPANY'S CONSTITUTION ("Article 86")
Ordinary Resolutions 1 to 4 were on the re-election of the following Directors, who retired by rotation pursuant to Article 86:- - Dato' Sri Michael Yeoh Sock Siong
- Dato' Yeoh Soo Keng
- Dato' Mark Yeoh Seok Kah
- Tuan Syed Abdullah Bin Syed Abd. Kadir
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YTL CORPORATION BERHAD [Company No. 198201012898 (92647-H)] Minutes of the Annual General Meeting held on 5 December 2024
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ORDINARY RESOLUTION 5 -
RE-ELECTION OF DIRECTOR RETIRING BY ROTATION PURSUANT TO ARTICLE 85 OF THE COMPANY'S CONSTITUTION ("Article 85")
Ordinary Resolution 5 was on the re-election of Puan Sharifatu Laila Binti Syed Ali, who retired by rotation pursuant to Article 85. - ORDINARY RESOLUTIONS 6 AND 7 -
PAYMENT OF DIRECTORS' FEES AND MEETING ATTENDANCE
ALLOWANCE TO THE NON-EXECUTIVE DIRECTORS
Ordinary Resolutions 6 and 7 were on the payment of fees and meeting attendance allowance benefit to the Non-Executive Directors of the Company.
The fees sought for under Ordinary Resolution 6 was for the sum of RM876,720 for financial year ended 30 June 2024, while a meeting attendance allowance of RM1,000 per meeting for each Non-Executive Director for the period from January 2025 to December 2025 was sought under Ordinary Resolution 7. - ORDINARY RESOLUTION 8 - RE-APPOINTMENT OF AUDITORS
Ordinary Resolution 8 was on the re-appointment of HLB Ler Lum Chew PLT as Auditors of the Company and authorisation for the Directors to fix their remuneration. - ORDINARY RESOLUTION 9 -
AUTHORITY TO ALLOT SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE ACT
Ordinary Resolution 9, which read as follows, was on the general authorisation for Directors to allot shares pursuant to Section 75 and 76 of the Companies Act, 2016:
"THAT pursuant to Sections 75 and 76 of the Companies Act, 2016, the Directors be and are hereby empowered to allot and 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 Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed 10% of the total number of issued shares of the Company for the time being or such other percentage as prescribed by Bursa Malaysia Securities Berhad ("Bursa Securities") and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Securities." - ORDINARY RESOLUTION 10 -
PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY
Ordinary Resolution 10, which read as follows, was on the renewal of the authority to buy-back shares, details of which were set out in the Share Buy-Back Statement dated 30 October 2024:
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YTL CORPORATION BERHAD [Company No. 198201012898 (92647-H)] Minutes of the Annual General Meeting held on 5 December 2024
"THAT subject to the Company's compliance with all applicable rules, regulations, orders and guidelines made pursuant to the Companies Act, 2016, the provisions of the Company's Constitution and Bursa Malaysia Securities Berhad ("Bursa Securities") Main Market Listing Requirements ("Listing Requirements") and the approvals of all relevant authorities, the Company be and is hereby authorised, to the fullest extent permitted by law, to buy back and/or hold from time to time and at any time such amount of ordinary shares in the Company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interests of the Company ("the Proposed Share Buy-Back") provided that:-
- The maximum number of shares which may be purchased and/or held by the Company at any point of time pursuant to the Proposed Share Buy-Back shall not exceed 10% of the total number of issued shares of the Company for the time being quoted on Bursa Securities provided always that in the event that the Company ceases to hold all or any part of such shares as a result of, amongst others, cancellation of shares, sale of shares on the market of Bursa Securities or distribution of treasury shares to shareholders as dividend in respect of shares bought back under the previous shareholder mandate for share buy-back which was obtained at the Annual General Meeting held on 5 December 2023, the Company shall be entitled to further purchase and/or hold such additional number of shares as shall (in aggregate with the shares then still held by the Company) not exceed 10% of the total number of issued shares of the Company for the time being quoted on Bursa Securities;
- The maximum amount of funds to be allocated by the Company pursuant to the Proposed Share Buy-Back shall not exceed the retained profits of the Company at the time of purchase by the Company of its own shares; and
- The shares purchased by the Company pursuant to the Proposed Share Buy-Back may be dealt with by the Directors in all or any of the following manner:-
- the shares so purchased may be cancelled; and/or
- the shares so purchased may be retained in treasury for distribution as dividend to the shareholders and/or resold on the market of Bursa Securities and/or subsequently cancelled; and/or
- part of the shares so purchased may be retained as treasury shares with the remainder being cancelled; and/or
- transfer the shares, or any of the shares for the purposes of or under an employees' shares scheme; and/or
- transfer the shares, or any of the shares as purchase consideration; and/or
- deal with the shares in any other manner as may be permitted by the applicable laws and/or regulations in force from time to time;
AND THAT such authority shall commence upon the passing of this resolution, until the conclusion of the next Annual General Meeting of the Company or the expiry of the period within which the next Annual General Meeting is required by law to be held unless revoked or varied by Ordinary Resolution of the shareholders of the Company in general meeting, whichever occurs first, but so as not to prejudice the completion of a purchase made before such expiry date;
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YTL CORPORATION BERHAD [Company No. 198201012898 (92647-H)] Minutes of the Annual General Meeting held on 5 December 2024
AND THAT the Directors of the Company be and are hereby authorised to take all steps as are necessary or expedient to implement or to give effect to the Proposed Share Buy- Back with full powers to amend and/or assent to any conditions, modifications, variations or amendments (if any) as may be imposed by the relevant governmental/regulatory authorities from time to time and with full power to do all such acts and things thereafter in accordance with the Companies Act, 2016, the provisions of the Company's Constitution and the Listing Requirements and all other relevant governmental/regulatory authorities."
5.8 ORDINARY RESOLUTIONS 11 TO 13 -
PROPOSED ISSUE OF OPTIONS
Ordinary Resolutions 11 to 13, which read as follows, was on the proposed issue of options to Choo Yoo Kwan @ Choo Yee Kwan, Tang Kin Kheong and Sharifatu Laila Binti Syed Ali respectively, who are eligible to participate in the ESOS of the Company:
"THAT the Board and/or the options committee be and is hereby authorised at any time and from time to time throughout the duration of the Company's Employees Share Option Scheme ("ESOS") approved by the shareholders of the Company at the Extraordinary General Meeting held on 1 December 2020 to cause the offering and granting to the following persons, options to subscribe for up to 10% of the new ordinary shares of the Company available under the ESOS, subject always to such terms and conditions and/or any adjustments which may be made in accordance with the by-laws governing and constituting the ESOS and the Bursa Malaysia Securities Berhad ("Bursa Securities") Main Market Listing Requirements or any prevailing guidelines issued by Bursa Securities or any other relevant authorities, as amended from time to time:-
- Choo Yoo Kwan @ Choo Yee Kwan, an Independent Non-Executive Director of the Company;
- Tang Kin Kheong, an Independent Non-Executive Director of the Company; and
- Sharifatu Laila Binti Syed Ali, an Independent Non-Executive Director of the Company.
PROVIDED ALWAYS THAT:
- the directors and senior management of the Company and its eligible subsidiaries do not participate in the deliberation or discussion of their own respective allocation and the allocation to any persons connected to them;
- not more than 70% of the new ordinary shares available under the ESOS shall be allocated, in aggregate, to directors and senior management of the Company and/or its eligible subsidiaries; and
- not more than 10% of the new ordinary shares available under the ESOS shall be allocated to any individual who, either singly or collectively through persons connected with such person, holds 20% or more in the issued share capital (excluding treasury shares, if any) of the Company;
AND THAT the Board be and is hereby authorised to allot and issue from time to time such number of new ordinary shares to the abovementioned persons upon exercise of options under the ESOS."
The Executive Chairman informed that the interested Directors and Persons Connected with them had undertaken to abstain from voting on the relevant resolution.
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YTL CORPORATION BERHAD [Company No. 198201012898 (92647-H)] Minutes of the Annual General Meeting held on 5 December 2024
6. QUESTIONS AND ANSWERS ("Q&A") SESSION
The Meeting moved on to the Q&A session.
At the request of the Executive Chairman, the Secretary informed that the Company had received questions prior to the AGM. The Q&A, annexed hereto as Appendix I, were shown on screen and read out by the Secretary, beginning with the questions from the Minority Shareholders Watch Group, followed by questions from the Members.
The Secretary then moved on to the questions submitted during the AGM via the RPV facility. The Executive Chairman addressed questions covering the following issues, duly assisted by the Executive Directors and Secretary, wherever relevant:
AGM
- Cost for holding the virtual AGM and vouchers to Members;
- Plans to resume physical AGM or transition to hybrid AGM;
Operational & Financial
- Managements' perspective on the water industry in United Kingdom and the potential acquisition of Thames Water;
- Impact of minimum wage on the Company and the Hotel division;
- Impact of a stronger Malaysian Ringgit on the Company's profits.;
- Plans on declaration of special dividends;
- Current foreign shareholding in the Company;
- Plans for new business ventures or diversification.
- The rationale for continuing ESOS and assurance that the scheme will not undermine the confidence of investors and other stakeholders;
- Expected completion date of Gemas-JB rail project and any potential delays and liquidated damages associated thereto;
- Succession plan or equity ownership arrangements considering Tan Sri Francis' age;
- Contribution to the Group's revenue and profit following the acquisition of NSL Ltd;
- Consideration of a higher dividend declaration;
- Impact of minimum wage on the hotel segment;
- Plans for investment in Bitcoin.
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E-VOTING
On conclusion of the Q&A session, the Executive Chairman reminded Members who had yet to cast their votes to do so as the e-voting would continue for another 5 minutes before closing for validation of poll results which would take approximately 20 minutes. The Meeting was adjourned at 1.37 p.m. to facilitate this. - ANNOUNCEMENT OF POLL RESULTS
The Meeting was reconvened at 2.02 p.m. for declaration of poll results.
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YTL CORPORATION BERHAD [Company No. 198201012898 (92647-H)] Minutes of the Annual General Meeting held on 5 December 2024
The poll results, validated by the Scrutineers, annexed hereto as Appendix II, were shown on the screen. The Executive Chairman then declared that all resolutions tabled at the AGM were carried.
9. CLOSE OF MEETING
As there was no further business to be transacted, the Executive Chairman thanked all participants of the Meeting for their attendance and support and wished them a blessed Christmas and a joyful new year.
The AGM was declared closed at 2.03 p.m.
Confirmed as a correct record,
EXECUTIVE CHAIRMAN
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Appendix I
YTL Corporation Berhad
41st Annual General Meeting
Thursday, 5 December 2024
Questions from
Minority Shareholders
Watch Group
Operational & Financial Matters
Question 1
Profit after tax grew 83.0% to RM3,884.7 million this financial year compared to RM2,122.3 million last year. The improved results were due mainly to better performance from all the Group's operating segments, with the utilities, cement and hotels divisions registering the highest increases. (page 6 of AR 2024)
What is the outlook for each of the Group's operating segments in FY 2025? Can the significant improvements in the utilities, cement, and hotel divisions be sustained in FY 2025 and the near term?
Continued…
Operational & Financial Matters
Question 1 - REPLY
We expect the performance of our business segments to remain resilient due to the essential nature of our operations.
For the detailed analysis, please refer to the Prospects section on pages 20-22 of our latest quarterly results for the quarter ended 30 September 2024, which can be found at the following link:
https://www.ytlesolutions.com/iims2/ytlcommunity/upload/financialreports/YTLCorpQ1FY2025.pdf
