MINUTES OF THE EXTRAORDINARY GENERAL MEETING

TELEKOM MALAYSIA BERHAD
[128740-P]
(Incorporated in Malaysia)
MINUTES OF THE EXTRAORDINARY GENERAL MEETING (EGM) OF THE COMPANY
HELD UPON CONCLUSION OF THE TWENTY-NINTH (29TH) ANNUAL GENERAL MEETING
AT 12.45 P.M. ON THURSDAY, 8 MAY 2014 AT KRISTAL HALL, TM CONVENTION
CENTRE, MENARA TM, JALAN PANTAI BAHARU 50672 KUALA LUMPUR
PRESENT:
DIRECTORS
1.
Dato’ Sri Dr Halim Shafie [Chairman]
2.
Tan Sri Dato’ Sri Zamzamzairani Mohd Isa
[Managing Director/Group Chief Executive Officer]
3.
Datuk Bazlan Osman
[Executive Director/Group Chief Financial Officer]
4.
Dato’ Fauziah Yaacob
5.
Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin
6.
Dato’ Danapalan T.P Vinggrasalam
7.
Datuk Zalekha Hassan
8.
Dato’ Ibrahim Marsidi
9.
Mr Davide Giacomo Benello @ David Benello
10.
Datuk Seri Fateh Iskandar Tan Sri Dato’ Mohamed Mansor
11.
Miss Gee Siew Yoong
ALTERNATE DIRECTOR
1.
Encik Nik Rizal Kamil Tan Sri Nik Ibrahim Kamil
[Alternate Director to Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin]
ABSENT WITH APOLOGIES
1.
Dato’ Ir Abdul Rahim Abu Bakar
IN ATTENDANCE
1.
Encik Idrus Ismail
:
2.
Puan Hamizah Abidin
:
Secretaries
SHAREHOLDERS AND PROXIES
A total of 2,124 members registered for this EGM as per the Attendance Record.
BY INVITATION
List of invitees is as per the Attendance Record.
Page 1 of 9
TELEKOM MALAYSIA BERHAD
EXTRAORDINARY GENERAL MEETING [8.5.2014]
1.0
2.0
QUORUM
1.1
The Chairman, Dato’ Sri Dr Halim Shafie chaired the Meeting.
1.2
Upon welcoming the shareholders and proxies present, the Chairman
requested the Secretary to confirm the presence of quorum to proceed with
the meeting.
1.3
The Secretary confirmed the presence of the requisite quorum of a minimum
of two (2) members present in person or by proxy for the Meeting pursuant to
Article 79 of the Company’s Articles of Association.
1.4
The Secretary further reported that based on the Attendance Record issued
by the Share Registrar, a total of 2,124 members have registered for the
Meeting as at 12.45 p.m.
NOTICE OF THE MEETING
The Chairman proposed that the Notice of the EGM, incorporated in the final pages
of the Circular to Shareholders dated 23 April 2014, be taken as read and Mr Jagdish
Singh Dhaliwal seconded his proposal.
3.0
OPENING REMARKS BY CHAIRMAN
3.1
The Chairman declared the Meeting duly convened and proceeded with the
businesses of the EGM and informed that the Circular to Shareholders was
divided into 2 parts.
3.2
Under Part A, TM would be seeking the members’ approval on the:
3.3
4.0
3.2.1
Proposed establishment of a Dividend Reinvestment Scheme or
DRS, that provides Shareholders of Telekom Malaysia Berhad, the
Option to Elect to Reinvest, in Whole or in Part, their Cash Dividends
in New Ordinary Shares of RM0.70 each in TM (Proposed DRS); and
3.2.2
Proposed DRS being applicable to TM’s Final Single Tier Dividend of
16.3 sen per TM Share that was recommended by the Board of
Directors of TM on 27 February 2014, for approval by the
Shareholders of TM at the 29th AGM held earlier.
Whilst, in Part B, TM sought the shareholders’ approval on the:
3.3.1
Proposed Renewal of Shareholders’ Mandate for Recurrent Related
Party Transactions of a Revenue or Trading Nature; and
3.3.2
Proposed Additional Shareholders’ Mandate for Recurrent Related
Party Transactions of a Revenue or Trading Nature.
PRESENTATION BY THE GROUP CFO
4.1
Thereafter, the Chairman invited Datuk Bazlan Osman, TM’s Executive
Director and Group CFO to brief on the proposals tabled at the EGM to
enable the members to appreciate the proposals better.
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TELEKOM MALAYSIA BERHAD
EXTRAORDINARY GENERAL MEETING [8.5.2014]
4.2
The Group CFO’s presentation was summarized under the following key
items:
4.2.1
4.2.2
Part A
i)
The Proposed DRS will provide shareholders with an
opportunity to reinvest their dividends in new TM shares in lieu
of receiving cash.
ii)
In relation to the option to reinvest, shareholders may:
- elect to participate and reinvest the entire or a part of the
dividends in new TM shares and to receive the balance in
cash; or
- elect not to participate and receive the entire dividend
wholly in cash
iii)
Details of the Proposed DRS.
iv)
Process flow chart of Proposed DRS.
v)
Illustration of calculation of entitlement under the Proposed
DRS.
vi)
Rationale of the Proposed DRS.
Part B
i)
Rationale for the Proposed Renewal of Shareholders’ Mandate
for estimated RRPT value of RM512.1 million.
ii)
Rationale for the Proposed Additional Shareholders’ Mandate
for estimated RRPT value of RM142.8 million.
[The presentation commenced at 12.50 p.m. and ended at 12.55 p.m.]
5.0
4.3
The Chairman thanked Datuk Bazlan Osman for his presentation and
informed the members present that the Board has considered all aspects of
the proposals and was of the view that the proposals are in the best interests
of the Company. The Board therefore recommended the members to vote in
favour of all four (4) resolutions tabled at the EGM.
4.4
Thereafter, the Chairman invited the members to raise questions on the
proposals.
COMMENTS/ENQUIRIES FROM THE SHAREHOLDERS/PROXIES
5.1
Pertinent questions from the members were summarised below:
5.1.1
Mr Gursharan Singh A/L Khajansingh, a shareholder, sought
clarification from the Board whether the DRS will be a yearly proposal
and the expected discount to be provided for the new TM share. He
also commented that the process for the DRS is still “user unfriendly”
since the shareholder has to take various actions and bear additional
cost in accepting the proposal.
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TELEKOM MALAYSIA BERHAD
EXTRAORDINARY GENERAL MEETING [8.5.2014]
5.2
6.0
7.0
5.1.2
Mr Choo Mun Tuck @ Cho Mun Tuck, a proxy and shareholder,
requested the Board’s discretion for TM to absorb the RM10 stamp
duty imposed on the acceptance of DRS, as practiced by some other
public listed company such as Malaysian Airport Holdings Berhad.
5.1.3
Mr Woon Peng Wah, a proxy, commented that the DRS is an
attractive mechanism which should be introduced earlier by TM.
TM responded to the comments and enquiries as follows:
5.2.1
If approved, the Proposed DRS is valid for a one (1) year up to the
next forthcoming Annual General Meeting (AGM) of the Company
and can be renewed at the forthcoming AGM in 2015.
5.2.2
The Board of Directors will announce the notice of books closure
upon approval of the Proposed DRS and Proposed Application by the
shareholders today and the issue price of the new TM share shall be
not more than 10% discount to the five (5) market day Volume
weighted average market price (“VWAMP”) of the TM shares
immediately prior to the Price Fixing Date.
5.2.3
The Board noted the suggestion for TM to absorb the RM10 stamping
fee for the acceptance of the DRS for the final dividend and would
deliberate on the proposal accordingly.
5.2.4
The Proposed DRS has capital management benefits whereby the
reinvestment of dividends by shareholders for the new TM shares is
expected to enlarge the share capital base as well as strengthen our
capital position. Any cash retained will be preserved to fund the
working capital requirement and investments of TM Group.
VOTING BY POLL PROCEEDINGS
6.1
Next, the Chairman informed that for the purpose of expediency, voting for the
resolutions in the EGM will be by a show of hands, unless there is a demand
for poll.
6.2
The voting procedure and procedure for a demand by poll has been explained
at the 29th AGM held earlier.
ORDINARY RESOLUTION 1:
PROPOSED ESTABLISHMENT OF A DIVIDEND REINVESTMENT SCHEME THAT
PROVIDES THE SHAREHOLDERS OF TELEKOM MALAYSIA BERHAD (“TM” OR
“COMPANY”) THE OPTION TO ELECT TO REINVEST, IN WHOLE OR IN PART,
THEIR CASH DIVIDENDS IN NEW ORDINARY SHARES OF RM0.70 EACH IN TM
(“PROPOSED DRS”)
7.1
The members were informed that Ordinary Resolution 1 on the Proposed
establishment of a DRS will provide the shareholders of TM the option either
to elect to reinvest, in whole or in part, their cash dividends in New Ordinary
Shares of RM0.70 each in TM. Details of the proposal are explained in the
Circular dated 23 April 2014.
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TELEKOM MALAYSIA BERHAD
EXTRAORDINARY GENERAL MEETING [8.5.2014]
7.2
Mr Teoh Ewe Hai proposed:
“THAT subject to the approvals of the relevant regulatory authorities for the
Proposed DRS being obtained and to the extent permitted by law, the
Proposed DRS be and is hereby approved, and that the Board of Directors of
the Company (“Board”) be and is hereby authorized:
i)
to establish and implement the Proposed DRS;
ii)
to determine, at its sole and absolute discretion, whether the Proposed
DRS will apply to any cash dividend(s) (whether interim, final, special or
any other cash dividend) declared and/or approved by the Company;
iii) to allot and issue such number of new TM Shares from time to time as
may be required to be allotted and issued pursuant to the Proposed DRS
upon such terms and conditions as the Board may, in its absolute
discretion deem fit and in the best interest of the Company; and
iv) to do all such acts and enter into all such transactions, arrangements and
documents as may be necessary or expedient in order to give full effect
to the Proposed DRS with full power to assent to any conditions,
modifications, variations and/or amendments, or as the Board, in its
absolute discretion, deems fit and in the best interest of the Company.
THAT the new TM Shares shall, upon allotment and issue, rank pari passu in
all respects with the existing TM Shares, save and except that the new TM
Shares shall not be entitled to any dividends, rights, allotments, entitlements
and/or distributions, the entitlement date of which is prior to the allotment of
the new TM Shares issued pursuant to the Proposed DRS.
AND THAT no document pertaining to the Proposed DRS shall be issued or
sent to Shareholders having a registered address outside Malaysia or who
have not provided an address in Malaysia at which such documents may be
delivered to.”
7.3
8.0
Mr Lim Yock Seng @ Lim Yoke Seng seconded the motion, which was put to
the Meeting and declared carried unanimously.
ORDINARY RESOLUTION 2:
PROPOSED DRS BEING APPLICABLE TO THE COMPANY’S FINAL SINGLETIER DIVIDEND OF 16.3 SEN PER TM SHARE THAT WAS ANNOUNCED ON 27
FEBRUARY 2014 (“FINAL DIVIDEND”) AND APPROVED AT THE 29TH ANNUAL
GENERAL MEETING (“PROPOSED APPLICATION”)
8.1
The Chairman informed that the next proposal relating to the Proposed DRS
is the application of the Proposed DRS to TM’s Final Single Tier Dividend of
16.3 sen per TM Share that was approved at the 29th AGM earlier.
8.2
If approved, the process of allotment of new shares will be as stated in
Paragraph 13 of Part A of the Circular whereby listing of new TM Shares
under the DRS is targeted to be completed by end June 2014.
He also reiterate that the shareholders can also choose to opt to receive their
dividends in cash if they are not in favour of the Proposed DRS.
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TELEKOM MALAYSIA BERHAD
EXTRAORDINARY GENERAL MEETING [8.5.2014]
8.3
Mr Woon Peng Wah proposed:
“THAT subject to the passing of the Ordinary Resolution 1 above and the
Shareholders’ approval for the Final Dividend, the Proposed Application be
and is hereby approved, and that the Board be and is hereby authorised:
i)
to allot and issue such number of new TM Shares as may be required to
be allotted and issued in relation to the Final Dividend pursuant to the
Proposed DRS upon such terms and conditions as the Board may, in its
absolute discretion deem fit and in the best interest of the Company; and
ii)
to do all such acts and enter into all such transactions, arrangements and
documents as may be necessary or expedient in order to give full effect
to the Proposed Application with full power to assent to any conditions,
modifications, variations and/or amendments, or as the Board, in its
absolute discretion, deems fit and in the best interest of the Company.
THAT the new TM Shares shall, upon allotment and issue, rank pari passu in
all respects with the existing TM Shares, save and except that the new TM
Shares shall not be entitled to any dividends, rights, allotments, entitlements
and/or distributions, the entitlement date of which is prior to the allotment of
the new TM Shares issued in relation to the Final Dividend pursuant to the
Proposed DRS.
AND THAT no document pertaining to the Proposed DRS shall be issued or
sent to Shareholders having a registered address outside Malaysia or who
have not provided an address in Malaysia at which such documents may be
delivered to.”
8.4
9.0
Dato’ Dr Lim Thuang Seng seconded the motion, which was put to the
Meeting and declared carried unanimously.
ORDINARY RESOLUTION 3:
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT
RELATED PARTY TRANSACTIONS (“RRPT”) OF A REVENUE OR TRADING
NATURE (“PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE”)
9.1
The members were informed that the Ordinary Resolution 3 is in respect of
the Proposed Renewal of Shareholders’ Mandate for RRPT, while Ordinary
Resolution 4 is in regards to the Proposed Additional Shareholders’ Mandate
for RRPT. The explanation and rationale for these resolutions are stated in
Part B of the Circular dated 23 April 2014 and as briefed by the Group CFO
earlier.
9.2
The Chairman informed that the Minister of Finance, a body corporate
established under the Minister of Finance (Incorporation) Act, 1957 (“MoF
Inc”.) and Khazanah Nasional Berhad (“Khazanah”), TM’s major
shareholders, by virtue of their direct and indirect shareholdings in TM are
deemed interested parties in the Proposed Renewal of Shareholders’
Mandate and will abstain from voting on this resolution. MoF Inc. and
Khazanah, through their representatives on the Board, have also undertaken
to ensure that persons connected to them will abstain from voting on this
resolution.
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TELEKOM MALAYSIA BERHAD
EXTRAORDINARY GENERAL MEETING [8.5.2014]
Dato’ Fauziah and her alternate, Puan Eshah Meor Suleiman as MoF Inc.’s
representatives, and Tunku Dato’ Mahmood Fawzy together with his alternate
Encik Nik Rizal Kamil Tan Sri Nik Ibrahim Kamil as Khazanah’s
representatives, have also abstained from voting on this resolution.
9.3
TM Board, other than the abovementioned Interested Directors, have
considered all aspects of the Proposed Renewal of Shareholders’ Mandate,
and was of the view that the Proposed Renewal of Shareholders’ Mandate is
in the best interest of TM.
9.4
Mr Jagdish Singh A/L Dhaliwal proposed:
“THAT in accordance with Paragraph 10.09 of the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”),
approval be and is hereby given for the Company and/or its subsidiaries to
enter into recurrent related party transactions of a revenue or trading nature
as set out in Appendix II of the Company’s Circular to Shareholders dated 23
April 2014 which are necessary for the day-to-day operations PROVIDED
THAT such transactions are entered into in the ordinary course of business of
the Company and/or its subsidiaries, are carried out on terms not more
favourable to the related party than those generally available to the public and
are not detrimental to the minority shareholders of the Company.
THAT such approval shall continue to be in full force and effect until:
i)
the conclusion of the next annual general meeting of the Company at
which time the authority will lapse, unless the authority is renewed by a
resolution passed at such general meeting;
ii)
the expiration of the period within which the Company’s next annual
general meeting is required to be held under Section 143(1) of the
Companies Act, 1965 (“CA 1965”) (but shall not extend to such extension
as may be allowed under Section 143(2) of the CA 1965); or
iii) revoked or varied by resolution passed by the shareholders of the
Company at a general meeting,
whichever is the earlier.
AND THAT the Board of Directors of the Company be and is hereby
empowered and authorised to do or procure to be done all acts, deeds and
things (including executing such documents under the common seal in
accordance with the provisions of the Articles of Association of the Company,
as may be required) to give effect to the Proposed Renewal of Shareholders’
Mandate.”
9.5
Mr Woon Peng Wah seconded the motion, which was put to the Meeting and
declared carried unanimously.
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TELEKOM MALAYSIA BERHAD
EXTRAORDINARY GENERAL MEETING [8.5.2014]
10.0
ORDINARY RESOLUTION 4:
PROPOSED ADDITIONAL SHAREHOLDERS’ MANDATE FOR RECURRENT
RELATED PARTY TRANSACTIONS (RRPT) OF A REVENUE OR TRADING
NATURE (“PROPOSED ADDITIONAL SHAREHOLDERS’ MANDATE”)
10.1
The meeting was informed that the final Resolution for this EGM was in
regards to the Proposed Additional Shareholders’ Mandate for RRPT.
The explanation and rationale for this resolution was as stated in Part B of the
Circular dated 23 April 2014.
10.2
The Chairman informed that MoF Inc. and Khazanah, are also deemed
interested in this resolution and shall continue to abstain from voting and shall
ensure that persons connected to them will abstain from voting in respect of
their direct and indirect shareholdings in TM, on this resolution.
In addition, MoF’s representatives, Dato’ Fauziah and Puan Eshah and Tunku
Dato’ Mahmood Fawzy together with Encik Nik Rizal Kamil, Khazanah’s
representatives, will continue to abstain and have undertaken to ensure that
any persons connected to them to abstain from voting, on this resolution.
10.3
The Board, other than the named interested Directors, was of the opinion that
the Proposed Additional Shareholders’ Mandate is in the Company’s best
interest, and recommended that shareholders vote in favour of Ordinary
Resolution 4.
10.4
Mr Abraham David Thanaraj @ David proposed:
“THAT in accordance with Paragraph 10.09 of the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”),
approval be and is hereby given for the Company and/or its subsidiaries to
enter into recurrent related party transactions of a revenue or trading nature
as set out in Appendix III of the Company’s Circular to Shareholders dated 23
April 2014 which are necessary for the day-to-day operations PROVIDED
THAT such transactions are entered into in the ordinary course of business of
the Company and/or its subsidiaries, are carried out on terms not more
favourable to the related party than those generally available to the public and
are not detrimental to the minority shareholders of the Company.
THAT such approval shall continue to be in full force and effect until:
i)
the conclusion of the next annual general meeting of the Company at
which time the authority will lapse, unless the authority is renewed by a
resolution passed at such general meeting;
ii)
the expiration of the period within which the Company’s next annual
general meeting is required to be held under Section 143(1) of the
Companies Act, 1965 (“CA 1965”) (but shall not extend to such extension
as may be allowed under Section 143(2) of the CA 1965); or
iii) revoked or varied by resolution passed by the shareholders of the
Company at a general meeting,
whichever is the earlier.
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TELEKOM MALAYSIA BERHAD
EXTRAORDINARY GENERAL MEETING [8.5.2014]
AND THAT the Board of Directors of the Company be and is hereby
empowered and authorised to do or procure to be done all acts, deeds and
things (including executing such documents under the common seal in
accordance with the provisions of the Articles of Association of the Company,
as may be required) to give effect to the Proposed Additional Shareholders’
Mandate.”
10.5
11.0
Mr Jagdish Singh Dhaliwal seconded the motion, which was put to the
Meeting and declared carried unanimously.
APPRECIATION TO SHAREHOLDERS
At the request of shareholders, the Chairman agreed for shareholders who remained
for the EGM to be given additional set of door gift as a token of appreciation for
attending the EGM until its completion.
CLOSURE
Thereafter, proceedings of the EGM ended at 1.05 p.m. with a vote of thanks to the Chair.
CONFIRMED AS CORRECT,
DATO’ SRI DR HALIM SHAFIE
CHAIRMAN
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