INSAS (3379) 56th AGM Part (II): My recollection.

Dear all
I am writing below chronology base on my recollection as events unfold during INSAS 56^th AGM. The recollection does not claim to be exact record word for word as I had rephrased from my own understanding to make clarity to the important point discussed.

1. The AGM was called to order at 11: 00 AM sharp by Y.A.M Chairperson. The Company secretary confirm that a quorum was present pursuant to bylaw to commerce the 56^th INSAS AGM
2. The company secretary informed the meeting, 2 written set of questions were received: One from MSWG and another from shareholder Lee Soon Sheng.
3. The company secretary then read out the agenda of the 56^th INSAS AGM.
4. Company secretary proceed to present the MSWG questions and the board answers. (Should be available in INSAS website after the next board meeting in Feb 2019)
5. The Chairperson then read out the resolution for today AGM and opened the meeting for Q&A session.
6. The first Q&A session is reserved for the presentation of written questions from Lee Soon Sheng and answers by the board {Refer INSAS 56th AGM Part ( I)} https://klse.i3investor.com/blogs/Sslee_blog/184263.jsp
7. An elder man then approach the microphone and start to pour out his dissatisfaction of a misery 1 cent dividend for FY2018 and scold the board for stinginess and etc. He further complaint that the interim dividend of 2 cents FY2019 also has no ex and payment date.

Dato’ Wong calmly explained the board is prudent and the need of company Act 2016 on dividend (see Part I answer A1 and A5 (b)) and the 2 cents interim dividend for FY2019 was decided during the recent board meeting and the ex and payment date will be announced soon. I ask within 3 months period? Dato’ Wong confirm “Yes”

8. A middle age man then very eagerly approach the microphone introduce him-self and said he bought Inari share and while reading Inari annual report was shock “holy shit” Insas hold so much of Inari share hence today he purposely attend INSAS AGM to pose his questions to the board. He advice we can’t do anything on the 1 cent dividend FY2018, let bygones be bygones. He lectured the board on the important of dividend and dividend policy as for him and many investors, they are looking to invest in share that give dividend yield of  min 3.5% p.a. hence if INSAS can constantly pay better dividend the share market price will automatic adjust according to this 3.5% p.a. dividend yield theory. He then question why INSAS refer page 58 note 19 and 20 keep so much cash 676.4 million  and why look for other investment opportunity when the best investment is to buy back INSAS share.

Dato’ Wong again stress the point on answer A3 and Dato’ Sri Thong and PACs holding very close to 33% any share buyback will triggered conditional MGO and SC bylaw requirement on Dato’ Sri Thong and PACs prove of financial ability to make full MGO.

9. The same elder man was very upset and protest vehemently where the fairness to take INSAS private with current market depressed price. Dato’ Wong tried to calm down the elder man saying this is to comply with bylaw of SC in respect to Malaysia code of take-over. I help in explaining by reference to the recent case of TAE chairman Datuk Tiah offered 66 cents conditional MGO when his and PACs holding in TAE excess 33% threshold. Once the board received the notice of MGO from Datuk Tiah the board shall engaged an independent adviser to revalue assets and advise the board and shareholders the valuation and whether the offer price is fair and/or reasonable. The verdict from independent advisor which the board concurred that TAE is worth RM 2.60 a share and to reject the unfair and unreasonable offer of 66 cents. The MGO failed but this allowed Datuk Tiah to purchase TAE share from open market at the rate of not more than 2% in any rolling 6 months for 1 year period. And thereafter if he purchases more than 2% in any rolling 6 months another MGO is triggered.
10.  I clarified with Auditor and Board on answer A5 (b) Why and what do they mean as of 30 June 2018, the available profit of the Company is RM 22.0 million only? When the gross Interest income from ICL already RM 23 million FY 2018 and many more millions from Inari dividend and other business segment. The auditor and board replied refer Page 59 Retained earnings: RM 22 million is referred to company level, at group level the retained earnings is 818 million. I ask the auditor again is this mean at group level INSAS retained sufficient profit to redeem the RM 132.6 million RPF mature on Feb 2020. The Auditor was not very sure but anyhow replied it should be.
11. I enquire from the board why Dato’ Sri Thong did not attend the AGM and why the questions I ask directly to Dato’ Sri Thong was answered by the board from the board point of view?

Dato’ Wong explained Dato’ Sri Thong is stepping down as CEO for personal reasons and he had been appointed by the board to take over from Dato’ Sri Thong. During this hand-over period, Dato’ Sri Thong would like him to handle all the aspect of 56^th INSAS AGM in his absent. I thank the board and ask the board to convey my warm regards and well wishes to Dato’ Sri Thong.

12. An attendee asks refer page 139 Property investment and development: Segment assets RM 174 million segment revenue RM 1.245 million?

Dato’ Wong explained INSAS did not involve in property development directly, on assets held refer page 169 and 170 consist of: corporate office, shop house, shop office, apartment, house, showroom for own usage or rental income and vacant land. Some of the assets are still at old book value.

13. Dato’ Wong further explained answer E1. The original plan is for Melium group to report profit for some years before listing Melium in Bursa. For answer B1 and B2 Insas took a prudent approach to not capitalize the development cost but capture it in Profit and Loss account similarly to what Insas had done during the development of Inari. Inari is a very successful story for Insas, from company with market capital of few million into recent peak of about RM 8 billion and now still worth about RM 5.5 billion after recent market price retract.
14. As there are no more questions raise by attendees, the Chairperson adjourn the meeting for poll voting.
15. I take this opportunity to move into front seat with the auditor asking auditor about Dato’ Sri Thong and also the meaning of PAC. I ask is Dato’ Sri Thong elder brother Dato’ Thong considered as PAC?  and if yes then Page 173 the combine shareholder of Dato’ Sri and Dato’ Thong is 36.24%. The auditor explained if only Dato’ Thong act in concert then he is considered as PAC. Note: Later Dato’ Wong confirm page 171 Baktihan Sdn Bhd 3.28% belong to family account hence the actual combine holding is 36.24 - 3.28 = 32.96% just 0.04% short of the 33% threshold to trigger MGO.  
16. Dato’ Wong saw me in the front seat and come down from the stage to sit beside me. I thank Dato’ Wong for the 2 cents interim dividend FY2019 and explain to him although we had discussed the Inari share distribution before and I already knew the board stand but I still raise this question during AGM for record purpose. Dato’ Wong warmly welcome my explanation and further stress that Insas have built up mutual trust, mutual respect, mutual confident, mutual understanding  and a win-win relationship with the major clients of Inari. This relationship is priceless and cannot be duplicated easily by anyone. Dato’ Wong is very bullish on Inari expansion plan and excited on roll out of 5G in near future.
17. Dato’ Wong expressed his personal opinion that if Dato’ Sri Thong will to do a conditional MGO as what Datuk Tiah of TAE had done he is very sure the MGO will suffered the same fate of offer been rejected by shareholders.
18. I told Dato’ Wong Feb 2020 will be a critical day for Dato’ Sri Thong, if Dato’ Sri Thong make a miscalculation then we should team up and make a friendly take-over of Insas. Dato’ Wong laughs off my suggestion and jokingly counter offer perhaps Inari should make a reverse take-over of Insas.
19. Dato’ Wong hurried back to the stage as Chairperson’s Call for the Meeting to restart for the announcement of poll voting result.
20. Company secretary read out the poll voting result of each resolution.

Resolution	Vote in favour		Vote Against		Results
	No. of Shares	%	No. of Shares	%
Ordinary Resolution 1 : To approve the payment of Directors’ fees	243,610,041	100	40	0	Carried
Ordinary Resolution 2 : To approve the payment of Directors’ benefits	243,610,077	100	4	0	Carried
Ordinary Resolution 3 : To re-elect Ms. Soon Li Yen as Director	238,155,929	97.7122	5,576,144	2.2878	Carried
Ordinary Resolution 4 : To re-elect Mr. Oh Seong Lye as Director	243,448,267	99.8836	283,802	0.1164	Carried
Ordinary Resolution 5 : To re-appoint Messrs. Grant Thornton Malaysia as Auditors	242,817,529	99.6248	914,544	0.3752	Carried
Ordinary Resolution 6 : To approve the authority to issue and allot shares	242,570,173	99.5233	1,161,900	0.4767	Carried
Ordinary Resolution 7 : To approve the renewal of the authority for the Company to purchase its own shares	242,817,569	100	4	0	Carried
Ordinary Resolution 8 : To retain Y.A.M. Tengku Puteri Seri Kemala Pahang Tengku Hajjah Aishah as Independent Non-Executive Director	238,654,227	98.0199	4,821,046	1.9801	Carried
Ordinary Resolution 9 : To retain Mr. Oh Seong Lye as Independent Non-Executive Director	243,445,575	99.8836	283,802	0.1164	Carried

21. Chairperson announced INSAS 56^th AGM is hereby officially declare closed.
22. The attendees give a round of applause before leaving the hall.
23. I walk toward the stage shake hand with company secretary and board members to thank them.
24. I walk up to the stage and clarified Point 15 with Dato’ Wong and pleasantly told him for next year AGM hopefully there will be a resolution on approval of final dividend for FY2019. I wish him all the best.

Thank you

P/S: I am impressed with Dato’ Wong, he is very approachable, open minded, friendly, courteous and full of convictions and confident to do what he believe is right and in the best interest of shareholder and company.

https://klse.i3investor.com/blogs/Sslee_blog/184636.jsp