FABER GROUP BERHAD (Company No M) (Incorporated In Malaysia)

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1 FABER GROUP BERHAD (Company No M) (Incorporated In Malaysia) SUMMARY RECORD OF THE PROCEEDINGS OF THE 51 st ANNUAL GENERAL MEETING VENUE: BANQUET HALL, MENARA KORPORAT, PERSADA PLUS, PERSIMPANGAN BERTINGKAT SUBANG, KM15, LEBUHRAYA BARU LEMBAH KLANG, PETALING JAYA, SELANGOR DARUL EHSAN DATE: THURSDAY, 26 JUNE 2014 TIME: P.M. 1. OPENING REMARKS The Chairman welcomed all shareholders, corporate representatives, proxy holders and invited guests to the meeting and introduced the members of the Board of Directors (Board), the external auditors represented by Mr. H ng Boon Keng. 2. QUORUM The Chairman informed that the Company Secretary had confirmed that there was sufficient quorum for the meeting. Having determined the presence of the requisite quorum, the Chairman called the meeting to order. 3. NOTICE OF MEETING The Chairman informed that the Notice of the 51 st AGM (Notice) had been circulated to all shareholders within the prescribed period. With the permission of the shareholders, corporate representatives and proxy holders (members) present, the Notice was taken as read. The Chairman briefed on the voting procedures and procedures for a demand for poll. Unless a poll is demanded, all resolutions would be voted by way of a show of hands. 4. AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 AND THE DIRECTORS AND AUDITORS REPORTS THEREIN The Chairman tabled the Audited Financial Statements for the financial year ended 31 December 2013 and the Reports of the Directors and Auditors as set out on pages 88 to 233 of the Annual Report The Chairman explained that the Audited Financial Statements for the financial year ended 31 December 2013 were for discussion only under Agenda 1, as it did not require shareholders approval under the provision of Section 169(1) and (3) of the Companies Act Hence, it would not be put for voting. The ED of the Company, En. Azmir Merican made a brief presentation which covered the following: - a) 2013 Key Highlights; b) 2013 Financial Performance; c) Updates on : i) HSS Concession; ii) IFM Non-Concession; and iii) Property Development. En. Azmir Merican then briefed the meeting on the reply from the Company to the questions raised by Minority Shareholder Watchdog Group (MSWG).

2 Several shareholders and proxy holders also raised various comments and questions at the meeting, which were duly answered by the Chairman and ED. The Chairman declared that the Audited Financial Statements for the financial year ended 31 December 2013 and the Directors and Auditors Reports therein as received and duly tabled at the 51 st AGM. 5. ORDINARY RESOLUTION 1 DECLARATION OF A SINGLE TIER FINAL DIVIDEND OF 10 SEN PER ORDINARY SHARE OF RM0.25 EACH IN RESPECT OF THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 The motion on the declaration of a single tier final dividend of 10 sen per ordinary share of RM0.25 each was proposed by Mr. Yong Yuen Fatt and seconded by Ms. Doris Lim. As there were no questions from the floor, the Chairman put the motion to vote by show of hands. The Chairman declared that the Ordinary Resolution 1 was unanimously carried as follows: THAT the payment of a single tier final dividend of 10 sen per ordinary share of RM0.25 each in respect of the financial year ended 31 December 2013, be and is hereby approved. 6. ORDINARY RESOLUTION 2 PAYMENT OF THE DIRECTORS FEES AND THE PAYMENT THEREOF TO THE DIRECTORS IN RESPECT OF THE FINANCIAL YEAR ENDING 31 DECEMBER 2014, TO BE PAYABLE ON A QUARTERLY BASIS, IN ARREARS The motion on the payment of Directors fees was proposed by Pn. Hannah Lyana Lee Abdullah and seconded by Mr. Yong Yuen Fatt. The Chairman put the motion to vote by show of hands. The Chairman declared that the motion was THAT the payment of the Directors Fees and the payment thereof to the Directors in respect of the financial year ending 31 December 2014, to be payable on a quarterly basis, in arrears, be and is hereby approved. 7. ORDINARY RESOLUTION 3 & 4 RE-ELECTION OF THE FOLLOWING DIRECTORS RETIRING PURSUANT TO ARTICLE 66 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY: o o MS. ELAKUMARI KANTILAL; AND EN. AZMIR MERICAN The Chairman informed that 3 Directors shall retire by rotation in accordance with Article 66 of the Company s Articles of Association and be eligible for re-elections. The Chairman had expressed his intention not to seek for re-election at the 51 st AGM and therefore would retire at the conclusion of the 51 st AGM. The retiring Directors who being eligible, offered themselves for re-election under Resolution 3 and 4, respectively as follows: a) Ms. Elakumari Kantilal (Resolution 3); and b) En. Azmir Merican (Resolution 4). The Chairman sought for proposer and seconder in respect of the re-election of each Director under the following resolutions, which were proposed to be voted on individually, in a separate motion, in accordance with Section 126 of the Companies Act 1965: - Page 2 of 5

3 a) Resolution 3 on the proposed re-election of Ms. Elakumari Kantilal, was duly proposed by Mr. Yong Yuen Fatt and seconded by Mr. Loh Chum Chong; THAT Ms. Elakumari Kantilal, retiring in accordance with Article 66 of the Company s Articles of Association, be and is hereby re-elected as Director of the Company. b) Resolution 4 on the proposed re-election of En. Azmir Merican, was duly proposed by Mr. Tan Hock Peng and seconded by Mr. Yong Yuen Fatt; THAT En. Azmir Merican, retiring in accordance with Article 66 of the Company s Articles of Association, be and is hereby re-elected as Director of the Company. It was also RESOLVED: THAT the Chairman, Dato Ikmal Hijaz bin Hashim, who had expressed his intention not to seek for re-election at the 51 st AGM, would accordingly retire as Chairman and Non- Independent Director of Faber Group Berhad at the conclusion of the 51 st AGM. 8. ORDINARY RESOLUTION 5 RE-APPOINTMENT OF MESSRS ERNST & YOUNG AS AUDITORS OF THE COMPANY AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION The motion on the re-appointment of Messrs. Ernst & Young as Auditors of the Company and to authorise the Directors to fix their remuneration was proposed by Mr. Loh Chum Chong and seconded by Mr. Tan Hock Peng. THAT Messrs. Ernst & Young, be and are hereby re-appointed as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company and that the Board of Directors of FGB be and are hereby authorised to fix their remuneration. 9. ORDINARY RESOLUTION 6 AUTHORITY TO ISSUE AND ALLOT SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965 The motion on Ordinary Resolution 6 was proposed by Mr. Loh Chum Chong and seconded by Mr. Albert. As there were no questions from the members, the motion was put to vote by show of hands. The Chairman declared the motion carried unanimously: THAT subject always to the Companies Act, 1965 (Act), the Articles of Association of the Company and the approvals of the relevant government and/or regulatory authorities, the Directors be and are hereby empowered pursuant to Section 132D of the Companies Act, 1965 to issue and allot shares in the Company at any time at such price, upon such terms and conditions, for such purposes and to such person(s) whomsoever as the Directors may in their absolute discretion deem fit and expedient in the interest of the Company, provided Page 3 of 5

4 that the aggregate number of 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 be and are also empowered to obtain the approval from Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares so issued AND THAT such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company. 10. ORDINARY RESOLUTION 7 PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS AND PROPOSED NEW MANDATE FOR ADDITIONAL RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE The details of the proposed renewal of shareholders mandate for recurrent related party transactions and proposed new mandate for additional recurrent related party transactions were set out in the Circular to Shareholders dated 4 June The Chairman informed that UEM Group Berhad, Khazanah Nasional Berhad, Dato Izzaddin Idris, Ms. Elakumari Kantilal and En. Azmir Merican were deemed interested in the proposed renewal of shareholders mandate and proposed new mandate for additional recurrent related party transactions and therefore, they together with persons connected with them would abstain from voting on Ordinary Resolution 7. The motion on the proposed renewal of shareholders mandate for existing recurrent related party transactions and proposed new mandate for additional recurrent related party transactions was proposed by Mr. Loh Chum Chong and seconded by Mr. Tan Hock Peng. As there were no questions from the members, the motion was put to vote by show of hands. The Chairman declared that Ordinary Resolution 7 was carried unanimously: THAT, subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given to the Company and/or its subsidiaries ( FGB Group ) to enter into recurrent related party transactions of a revenue or trading nature as specified in Section of the Circular to Shareholders dated 4 June 2014, which transactions are necessary for the day-to-day operations in the ordinary course of business of FGB Group and are on terms not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company AND THAT such approval shall continue to be in force until: a) the conclusion of the next Annual General Meeting ( AGM ) of the Company following this AGM at which such mandate is passed at which time it will lapse, unless by a resolution passed at such general meeting whereby the authority is renewed; or b) the expiration of the period within which the next AGM of the Company after that date is required to be held pursuant to Section 143(1) of the Companies Act, 1965 ( Act ) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or c) revoked or varied by resolution passed by the shareholders in a general meeting, whichever is the earlier, AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give full effect to the transactions contemplated and/or authorised by this resolution. Page 4 of 5

5 11. ANY OTHER BUSINESS The Company Secretary confirmed that the Company had not received any notice to transact any other business at the meeting. 12. CLOSE OF MEETING As Dato Ikmal Hijaz did not seek re-appointment as director at the AGM, and would accordingly retire at the conclusion of the meeting, Datuk Ir. Abdullah Sani, the Senior Independent Non-Executive Director of the Company, on behalf of the Board, thanked Dato Ikmal Hijaz for his sterling leadership and vast contribution to the Company since his appointment as Chairman on 1 March There being no other business to be transacted, the meeting ended at 1.53 p.m. with a vote of thanks to the Chair. ***end*** Page 5 of 5

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