Cahya Mata Sarawak : CMSB 48th AGM Minutes

Private & Confidential

Minutes of

48th Annual General Meeting

held on 26 May 2023 Cahya Mata Sarawak Berhad

WELCOME ADDRESS BY THE CHAIRMAN

1. YABhg General Dato' Seri DiRaja Tan Sri (Dr.) Mohd Zahidi bin Haji Zainuddin (Retired) ("Tan Sri Chairman") presided as Chairman of the 48th AGM ("Meeting") and welcomed all members, proxies and invitees to the Meeting. He thanked the participants for attending the Meeting.

QUORUM AND SUMMARY OF PROXIES RECEIVED

1. Ms Carene Chan ("Ms Chan"), the representative of the Company Secretary, confirmed that quorum for the Meeting was present at the commencement of the Meeting.
2. Ms Chan further informed that the Shareholders of 455,663,758 shares have lodged their proxies within the stipulated time and the holders of 143,990,372 shares have appointed the Chairman of the Meeting to be their proxy accordingly.
3. With the requisite quorum being present, Tan Sri Chairman called the Meeting to order at 3:05 p.m.

NOTICE OF MEETING

1. The Notice of the Meeting which had been sent to all Shareholders, Directors and external auditors on 26 April 2023 was taken as read.
2. Based on the registration data given by the Share Registrars, Boardroom Share Registrars Sdn Bhd ("BSR") as at the 19 May 2023, the Company has 14,346 depositors and the total number of issued share capital of the Company stood at 1,074,376,020 ordinary shares, inclusive of 200,000 shares previously purchased by the Company and held as treasury shares pursuant to the Share Buy-Back exercise.
3. Based on the registration data given by BSR, approximately 32 Shareholders attended Cahya Mata's 48th AGM today in person or by proxy.

INTRODUCTION OF BOARD MEMBERS AND ATTENDEES

1. Tan Sri Chairman introduced the Board members, the representative of the Company Secretary and Acting Group Chief Financial Officer who were in attendance and welcomed the representatives from Minority Shareholders Watch Group ("MSWG") and external auditors.
2. Tan Sri Chairman informed the Meeting that based on the Annual Report, the Company, is embarking on a new journey and after 48 years of building communities and helping form the landscape of Malaysia; namely Sarawak, Cahya Mata is ready to pursue global opportunities and emerge as a multinational corporation with the newly established Oiltools Division. The Group has moved to expand and strengthen its business and operation foundations.

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Private & Confidential

Minutes of

48th Annual General Meeting

held on 26 May 2023 Cahya Mata Sarawak Berhad

1. The acquisition of the Oiltools Group was successfully completed on 6 September 2022, for a net consideration of RM 20.4 million that resulted in a gain of RM 71.1 million, as the assets were acquired below the fair value.
2. Tan Sri Chairman expressed that by expanding the Company's portfolio through the strategic acquisition, the Board aimed to enhance competitive position and offer comprehensive solutions to their clients. Moreover, the synergies and expertise gained from the Oiltools Group would enable Cahya Mata to deliver greater value to its customers while broadening reach in the market. Tan Sri Chairman added that Cahya Mata is looking forward to the exciting possibilities that lies ahead, confident that the acquisition will create long-term value for the Company, Employees, Customers, and Shareholders and continue to drive growth, foster strong partnerships, and contribute to the advancement of the global oilfield service industry.
3. Cahya Mata Oiltools Sdn Bhd has established itself as a prominent global integrated drilling fluids and drilling waste management service provider in the oil and gas sector over the past two (2) decades. With the acquisition, the Board of Cahya Mata is confident that the Company will further capitalise on the opportunities within the global oilfield service industry across the countries.
4. Tan Sri Chairman informed that the Company has endured yet another challenging year. Nonetheless, the Group regained its momentum with the core Divisions revealing better results for FY2022. The results were mainly attributable to contribution by Cement, Road Maintenance, Property Development and Oiltools Divisions. Tan Sri Chairman informed that the Company continued to remain resilient and focused on realising its growth potential, leveraging on healthy balance sheet and diverse portfolio of businesses. At the same time, Cahya Mata is also well-positioned to capitalise on the key economic drivers in Sarawak and shall remain strong via the Company's core businesses and strategic investments.
5. Tan Sri Chairman proceeded to thank the Shareholders for the unwavering trust, support and belief in Cahya Mata. He conveyed the Board's gratitude to all employees, management and Boards of companies in the Group for the diligence, dedication and commitment.
6. Tan Sri Chairman also extended the Board's sincere appreciation to Cahya Mata's valued customers, vendors, suppliers, as well as external partners for the steadfast support and cooperation.
7. Tan Sri Chairman informed that the Company had received seven (7) questions from MSWG on 8 May 2023. The Board's responses to MSWG prior to the Meeting were projected on the screen, attached and marked herewith as APPENDIX II.

VOTING PROCESS

1. Tan Sri Chairman explained on the voting process where every member present at the Meeting, either in person or by corporate representative or proxy, has the right to speak and vote on the resolutions set out in the agenda of the Meeting.

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Private & Confidential

Minutes of

48th Annual General Meeting

held on 26 May 2023 Cahya Mata Sarawak Berhad

1. Pursuant to Article 89 of the Company's Constitution, any resolution put to vote at the general meeting shall be decided by poll. The voting on the AGM was conducted on a poll through electronic voting.
2. The voting process will be conducted by BSR as the Poll Administrator and Sky Corporate Services Sdn Bhd as Independent Scrutineers to verify the results of the poll. The poll will be conducted upon completion of the deliberation on all items transacted at the Meeting.
3. Tan Sri Chairman reminded that only the Shareholders or Proxies appointed by the Shareholders present are allowed to ask questions, voice their opinions, propose/second a motion or resolution, or cast their vote during the Meeting.

1. AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 ("AFS 2022") AND THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON

1. Tan Sri Chairman explained that the AFS 2022 were for discussion only and did not require Shareholders' approval. Hence, it was not put for voting. However, the AFS 2022 are available on the Cahya Mata website.
2. Tan Sri Chairman declared that the AFS 2022 together with the Reports of Directors and Auditors were received and duly tabled at the 48th AGM in accordance with Section 340 of the Companies Act 2016, and thus will not be put for voting.
3. Mr Joseph Chuo Kuong Liong ("Mr Joseph Chuo"), a shareholder enquired the reason share price did not commensurate with the acquisition of Oiltools Group. Group Managing Director, YBhg Dato Sri Sulaiman Abdul Rahman b Abdul Taib ("Dato Sri Sulaiman") informed that the Company acquired Oiltools at a discounted price, at a net consideration of RM 20.4 million without taking over any liabilities. In addition, with the conditional due diligence undertaken, it was not ascertained why the share price was not performing.
4. Mr Joseph Chuo continued with his second question related to the distribution of dividend, as an interim dividend, where the Shareholders would not have to wait for the final dividend to be proposed at the Company's AGM for approval. Dato Sri Sulaiman explained that the Company had taken on a conservative approach and the Board opined that it would be better to declare a final dividend after the close of the financial year end results.
5. In continuation to his earlier question, Mr Joseph Chuo commented that Cahya Mata's share price was undervalued and traded 30% lower than its net tangible assets as of yesterday's share price. He cited two ways to reward Shareholders, i.e. through a consistent dividend payout and share price. He shared that other listed issuers have undertaken to pay dividend on a half-yearly basis. As a shareholder, he would like to see a return on investment. Dato Sri Sulaiman highlighted that currently the market is challenging, therefore, Cahya Mata had taken on a conservative approach, however, the Board will endeavour for better financial results, which in turn would push its share price.

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Private & Confidential

Minutes of

48th Annual General Meeting

held on 26 May 2023 Cahya Mata Sarawak Berhad

1. Mr Joseph Chuo further enquired the risks related to the lawsuit with SESCO on the recent announcements of Cahya Mata Phosphates Industries Sdn Bhd and the delay in taking action after only realising RM 200+ million financial loss. Dato Sri Sulaiman informed that there was a disagreement with SESCO on the Power Purchase Agreement. The company was unable to perform any works due to Covid-19 pandemic Movement Control Order which was mandatory and had caused a nationwide shutdown in the country, as announced by Malaysian Government.
   In short, SESCO disagreed with the declaration of Force Majeure which the company then proceeded with the arbitration. However, the arbitration process was being delayed, SESCO had threaten to cut off the power supply if the company does not pay the purported electricity charges.
2. Mr Joseph Chuo would like a presentation on the Group's Financial Performance by the Group Managing Director, going forward.

2. DECLARATION OF A FIRST AND FINAL TAX EXEMPT (SINGLE-TIER) DIVIDEND OF 3.0 SEN PER ORDINARY SHARE IN RESPECT OF THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

1. With reference to the Notice of Dividend Entitlement and Payment, Tan Sri Chairman informed that Ordinary Resolution 1 was to seek Shareholders' approval for the declaration of a first and final tax exempt dividend of 3.0 sen per ordinary share under the single-tier system for the financial year ended 31 December 2022. The dividend, if approved, would be paid to the Shareholders on 28 June 2023 based on the Record of Depositors as at 1 June 2023.
2. Ordinary Resolution 1 as set out in the Notice of the Meeting was proposed by Mr Kanesan A/L Veluppillai ("Mr Kanesan") and seconded by Mr Joseph Chuo.
3. Tan Sri Chairman informed that pursuant to Article 89 of the Company's Constitution and Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Listing Requirements"), the resolution would be voted by poll which would be conducted upon completion of the remaining business of the Meeting.

3. RE-ELECTION OF DIRECTORS IN ACCORDANCE WITH ARTICLE 111 OF THE COMPANY'S CONSTITUTION

3.1 Tan Sri Chairman informed that the next two (2) resolutions are on the re-election of Madam Umang Nangku Jabu and Dr Khor Jaw Huei in accordance with Article 111 of the Company's Constitution.

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