Minutes of EGM held on 28 September 2024 Page 1 MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF KUALA LUMPUR GOLF & COUNTRY CLUB (“KLGCC”) SCHEME HELD ON A HYBRID MODE AT THE BANQUET HALL, KUALA LUMPUR GOLF & COUNTRY CLUB ON SATURDAY, 28 SEPTEMBER 2024 AT 3.00 P.M. Present at Meeting Chairman of the Meeting : YM. Ungku Shaharud Zaman Shah bin Ungku Nazaruddin (“Chairman”) Representative from KLGCC : Adam Calver (“AC”) Representatives from UBB Amanah Berhad (“Trustee”) : Noel Tsi (“NT”) Mohammad Nor Faiz bin Zainudin (“MF”) Honorary Club Captain : YBhg. Datuk Syed Tamim Secretary : Noor Hasimah Othman Nur Zalikha Nazulizan Together with 23 Members present, 2 members online, 16 non-voting members present in person and 285 by proxy 1.0 WELCOME NOTE BY MANAGEMENT OF KUALA LUMPUR GOLF & COUNTRY CLUB BERHAD (DEVELOPER OF KLGCC) The meeting was called to order at 3:18 p.m. Nurul Amiza Ramlan, (“Emcee”), on behalf of Management of KLGCC welcomed the Club Captain, YBhg Datuk Syed Tamim, along with all KLGCC Members, to the Extraordinary General Meeting (EGM) of KLGCC. Based on the Notice of the Meeting, this meeting is to be conducted in a hybrid format, and this hybrid meeting is to be facilitated by Boardroom Smart Business Solutions. 2.0 ELECTION OF CHAIRMAN OF THE MEETING 2.1 The floor was invited to nominate the Chairman of the Meeting. 2.2 Phang Kong Wong (P8928P) proposed that Anthony Tong Fook Hin (PGA8006P) (“Anthony’) be elected as Chairman of the EGM. 2.3 Kunasekaran a/l Sevanthi (K1036P) (“Kunasekaran”) proposed that YM Ungku Shaharud Zaman Shah bin Ungku Nazaruddin (U9889P) be elected as Chairman of the EGM. The proposal was seconded by Paul Ong Teng Kek (O1118P) (“Paul”).
Minutes of EGM held on 28 September 2024 Page 2 2.4 Anthony expressed his withdrawal from the nomination as Chairman. 2.5 As there was no other nomination received from the floor; the Meeting resolved that YM Ungku Shaharud Zaman Shah be elected as Chairman of the Meeting. 2.6 The Emcee informed the Chairman that members who have designated proxies for this meeting are permitted to observe the proceedings. KLGCC had also prepared brief instructions for the meeting. Kenneth Siew Mun Hoe from Boardroom Smart Business Solutions was invited to provide the Chairman with an overview of the meeting guidelines. 3.0 MEETING ADMINSTRATION AND ADOPTION OF AGENDA 3.1 Agenda of the Meeting: Chairman proposed the following revised agenda for the EGM: 1. Meeting administration 2, Adoption of the agenda 3. Speech by the Liaison Committee Chairman 4. Discussion on the proposed resolution (Number 1) 5. Polling 6. Result of the polling 7. Other Matters Kunasekaran a/l Sevanthi (K1036P) seconded the proposal for the new agenda. As there were no objections from the floor, the revised agenda was adopted. 3.1 Please refer to Appendix I for the deliberations leading to the adoption of the revised agenda. 4.0 SPEECH BY THE LC CHAIRMAN AND DISCUSSION ON PROPOSED RESOLUTION 4.1 As pointed out in Appendix I: 2.2, the Chairman noted that in the request for the general meeting dated March 14, 2024, the proposed resolution stated that UBB Amanah be removed as Trustee according to Section 26(4) of the ISA 2016 and Clause 10(3) of the deed of trust. However, the Notice of Meeting included additional wording in relation to appointment of new trustee by KLGCC, which was not form part of the original proposed resolution and since Section 26(5) already allows KLGCC to appoint a new Trustee, the Chairman suggested to remove the sentence: - “AND THAT Kuala Lumpur Golf & Country Club Berhad be given the power to appoint any trust company registered under the Trust Companies Act 1949 as the new Trustee for the Club.” And that he resolution to be passed shall be read as follows: - “THAT UBB Amanah Berhad be removed as a Trustee of Kuala Lumpur Golf & Country Club (The “Club”) in accordance with Section 26(4) of the Interest Scheme Act 2016”.
Minutes of EGM held on 28 September 2024 Page 3 4.2 For the detailed discussion on the reasons for removing the Trustee and the Trustee’s rebuttal, please refer to Appendix II. 5.0 POLLING 5.1 As the Chairman had declared in Appendix I: 3.2 that e-voting was not accepted; he asked if the Club is ready for voting slips or ballots. Kenneth from Boardroom confirmed that polling has been set up in the e-poll environment, with considerable effort put into entering proxy form data. He mentioned that the system is accredited with ISO 27001 and SOC Type II; and is trusted by major companies in Malaysia like Maybank, CIMB, and RHB. Kenneth also requested that voting via QR code be reconsidered, as the team declined to conduct a manual poll with a show of hands. 5.2 The Chairman then declared that based on Clause 16.7 of the Trust Deed, he directed the polling procedure as follows: Voting will be conducted by a count of hands and proxy, with scrutineers counting and verifying the votes. 5.3 The Chairman then asked the floor to vote on the resolution to remove UBB Amanah Berhad as the Trustee. 6.0 RESULT OF THE POLLING 6.1 The result of the count of hands, certified by the scrutineers, indicated that 9 members (present) and 292 proxies voted in favour of removing UBB Amanah Berhad as Trustee and none against. 6.2 It was thereby resolved THAT UBB Amanah Berhad be removed as a Trustee of Kuala Lumpur Golf & Country Club (The “Club”) in accordance with Section 26(4) of the Interest Scheme Act 2016. 7.0 OTHERS MATTERS 7.1 Anthony proposed a motion to include LC in the selection process for the upcoming Trustee appointment. He emphasized that the current statute permits the management firm to appoint a Trustee without LC input, making their involvement crucial. Anthony stressed the importance of informing the new Trustee about existing challenges; if they cannot address these issues, they should consider declining the role to avoid potential dismissal. He also highlighted the need for clear communication, noting that management has been hesitant to discuss the necessity of a resolution, regardless of whether it is approved. 7.2 The Chairman indicated that the motion is acceptable if the LC's role is to observe rather than approve the appointment. He believes the proposal is beneficial as it avoids the need for members to remove another Trustee. It shows that the LC is willing to take a risk to foster a stronger relationship with the incoming Trustee. 7.3 AC emphasized that meetings usually adhere to a set agenda and expressed his willingness to discuss any resolutions at the upcoming meeting. He highlighted his
Minutes of EGM held on 28 September 2024 Page 4 positive relationships with the membership of 4,000 individuals, to whom he feels accountable. Additionally, AC raised concerns about the fairness of proposing a resolution without the presence or awareness of all members, suggesting that it could disadvantage those who are not informed. 7.4 Legal representatives from SDP stated that this matter can be addressed separately 7.5 Kunasekaran a/l Sevanthi (K1036P) highlighted that the resolution aims to prevent the need for another Extraordinary General Meeting (EGM) to remove a Trustee appointed by KLGCC Berhad. He pointed out that, per Section 22(2), the registrar, not the LCs or members, has the authority to approve the management company's Trustee selection. He stressed that the law favours the Act over the Trust Deed in case of inconsistencies. The members acknowledge the management's appointment authority, and the LC's objective is to foster a situation that benefits everyone involved. 7.6 Phang Kong Wong (P8928P) inquired about when the Trustee's term would end after removal. AC responded that it would be 90 days, or three months. 7.7 Since there were no further questions, the Chairman asked for proposal to adjourn the meeting. Kunasekaran a/l Sevanthi (K1036P) proposed to adjourn the meeting and was seconded by Pua Kiam Wee (P1015P). 7.8 The meeting adjourned at 5.58pm. AS RECORDED _____________________________ CHAIRMAN Dated: February 28, 2025
Minutes of EGM held on 28 September 2024 Page 5 APPENDIX I 1.0 SPEECH BY THE CHAIRMAN 1.1 The Chairman thanked the Members for their support and confidence in his ability to preside over the meeting. He also acknowledged the Membership Department for their dedication and effort in ensuring the success of the EGM. The Chairman noted that the term "Extraordinary General Meeting" may not be entirely appropriate, which he would elaborate on later. He planned to review the introductory slides prepared by Boardroom Corporate Services. 1.2 The Chairman informed that this meeting was called following a request from 65 members, organized by Kunasekaran, to remove the Trustee, UBB Amanah Berhad (“Trustee’) or “UBB Amanah”). Subsequent to the request, KLGCC Berhad is tabling four resolutions for interest holders’ approval: i.e.: one extraordinary resolution to remove the Trustee and three ordinary resolutions to revamp the terms and conditions of the Liaison Committee (“LC”). He stated that the first resolution is classified as an ordinary resolution rather than an extraordinary one. 1.3 The Chairman introduced the participants seated at the head table, starting from his right • Noel Tsi (“NT”) – Manager of Corporate Trust, UBB Amanah • Mohammad Nor Faiz bin Zainudin (“MF”) – UBB Amanah, main representative for interactions between the LC and KLGCC Management • Adam Calver (“AC”) – General Manager of KLGCC • Anthony Tong Fook Hin (PGA8006P) – Chairman of the Liaison Committee • Kunasekaran Sevanthi (K1036P) – LC • Paul Ong Teng Kek (O1118P) – LC • Dato' Razain Bin Abdul Razab (R9025P) – LC 1.4 The Chairman noted that the LC should consist of five (5) members; however, Dato' Shamsudin Bin Ismail (S9899P) resigned from the LC position two (2) months ago. With the Annual General Meeting (‘AGM”) approaching in December 2024, the LC has decided to continue with four committee members until the next election. 1.5 The Chairman requested two non-voting members to volunteer as scrutineers for the vote counting. Their role will be to audit and confirm the poll count. Chong Hin Loy (Y6332S) and Lee Czi Yang (L1020P) had volunteered for this responsibility. 1.6 The Chairman clarified that the EGM is an interest holder meeting convened under Chapter 3, Section 55 of the Interest Scheme Act (ISA) 2016, entitled "Meeting of Scheme." Principal members (those with membership ending in "P") are qualified to vote, while honorary members, spouses, and children are not eligible to vote. The Chairman reminded the Secretary to append the word "scheme" to the EGM Scheme to distinguish it from a Club meeting.
Minutes of EGM held on 28 September 2024 Page 6 1.7 Mode of Meeting 1.7.1 The Chairman further informed that KLGCC Berhad has proposed a hybrid meeting format, combining physical and online participation. The Chairman was of the view that this approach may contradict the Interest Scheme Act (“ISA”). According to the Chairman, such meeting needs to be based on the TRUST DEED, as outlined in Sections 59 of ISA 2016 and 327 of the Companies Act 2016. The Chairman was of the view that in Section 327, the first two words, "Subject to constitution," are the concerns. Although the Chairman accepted the ISA could be interpreted to allow online meetings, he was of the view that this is subject to the TRUST DEED, namely whether the TRUST DEED permits it or otherwise. The Chairman took the position that the TRUST DEED did not permit it. Although the Chairman did not foresee any major issue, he was of the view that legal disputes arising from this format could pose significant problems. Therefore, the Chairman during the Meeting request for a resolution or motion to accept the hybrid format. The Chairman opened the floor for discussion and debate. 1.7.2 Abdul Halim Jantan (A9363P) inquired whether the EGM would be considered null and void and whether members have the right to debate the appropriateness of the hybrid format if it is not constitutionally valid. 1.7.3 With regard to the above, the Chairman enquired an explanation from Boardroom. Chairman enquired further to whether Boardroom has conducted their due diligence whether KLGCC is permitted to hold this meeting in a hybrid mode and its appointment as poll administrator. 1.7.4 Kenneth Siew from Boardroom responded that he doesn’t have access to the Club’s TRUST DEED and constitution. He clarified that Boardroom operates as the poll administrator and solely assist with in-person or online voting for the EGM. 1.7.5 The Chairman queried if the meeting could proceed as a hybrid meeting. He was of the view that holding the meeting in hybrid mode would be appropriate provided that, the two matters be considered: the meeting and the poll. 1.7.6 Pua Kiam Wee (P1015P) concurred with the Chairman. He opined that for this hybrid meeting, TRUST DEED, or other item pertaining to TRUST DEED may need to be enhanced or amended to allow for hybrid meetings, particularly online voting measures and ensure KLGCC future meetings adhere to the conditions set forth in the TRUST DEED. Given the current situation, he was of the view if this meeting is adjourned, calling for a new meeting would be necessary. The Chairman then asked
Minutes of EGM held on 28 September 2024 Page 7 on the number of on-line participants. After receiving a response that there are currently no online participants, the Chairman declared that the mode of the meeting, whether hybrid or physical, was no longer an issue. As agreed by the majority, the members present resolved that the EGM be conducted in a hybrid mode. The Chairman advised Management to look into modification of TRUST DEED in relation to meetings in a hybrid format. 1.7.7 Kunasekaran enquired on the costs to host the EGM in a hybrid mode. AC responded that he didn’t have the exact cost of the hybrid services. KLGCC is giving an option to a larger audience to be present for the meeting. AC was of the view that since members do not value the option, hybrid meeting will not be organized in the future. He suggested proceeding with the agenda. 2.0 PROPOSED RESOLUTIONS 2.1 Chairman noted that the notice of the meeting referred to extraordinary resolution number 1, which he believes should adhere to Section 26(4) of ISA 2016. He pointed out that removing a Trustee requires a 10% vote from members present and by proxy, but the Trust Deed stipulates a 60% vote. Since ISA 2016 takes precedence over the Trust Deed, Resolution Number 1 was not extraordinary. 2.2 Chairman noted that in the request for the general meeting dated March 14, 2024, the proposed resolution stated that UBB Amanah should be removed as Trustee was according to Section 26(4) of the ISA 2016 and Clause 10(3) of the deed of trust. However, the Notice of Meeting included wording in relation to appointment of new trustee by KLGCC, which should not form part of the original proposed resolution since Section 26(5) already allows KLGCC to appoint a new Trustee. Chairman suggested to remove the sentence: - “AND THAT Kuala Lumpur Golf & Country Club Berhad be given the power to appoint any trust company registered under the Trust Companies Act 1949 as the new Trustee for the Club.” The resolution to be passed shall be read as follows: - “THAT UBB Amanah Berhad be removed as a Trustee of Kuala Lumpur Golf & Country Club (The “Club”) in accordance with Section 26(4) of the Interest Scheme Act 2016”. 2.3 Chairman stated that the following three additional resolutions which should not be proposed in this general meeting: i) Ordinary Resolution No 1 Extension of the Tenure of Service for the Liaison Committee from a One (1) Year Term to a Two (2) Year Term.
Minutes of EGM held on 28 September 2024 Page 8 ii) Ordinary Resolution No 2 Eligibility of Re Appointment for a Retiring Liaison Committee Member iii) Ordinary Resolution No 3 Prohibition on Appointment of Member Whi Has been under Disciplinary Proceedings or Suspension to the Liaison Committee. (hereinafter referred to as “Resolutions 2,3,4) Chairman requested members to identify the proposer for Resolutions 2,3 and 4 so that they could be acknowledged. He noted that proposed resolutions require a proposer and a seconder. If KLGCC believes that certain members require these resolutions but are absent, then KLGCC can introduce those resolutions through proposals to amend the Trust Deed. He invited KLGCC to comment on this. 2.4 In response to the Chairman's question, AC clarified that the proposals were from Club Members. He highlighted that the proposed Resolutions 2,3, and 4 were discussed prior to his tenure at the last Liaison Committee (LC) meeting. The proposed Resolutions were also addressed during the LC meeting in February 2024 to be presented to the Members for voting. 2.5 Kunasekaran stated that the LC did not request Resolutions 2, 3, and 4. 2.6 AC responded that he advised the LC not to influence terms that could affect current positions. The LC then decided to present the matter to the Members to avoid any impact on existing roles. 2.7 Kunasekaran asked the Chairman whether a resolution must include a proposer, a seconder, and an explanation before being introduced or proposed for this EGM. He further enquired whether KLGCC could add a resolution to the Members’ meeting agenda. 2.8 Chairman responded with his view that, technically, a member’s resolution must be proposed by a member and seconded. It cannot be introduced without identifying the interest holders proposing the resolutions. However, if it was a proposal from the management company (KLGCC Berhad), the Chairman was of the view that there is a specified procedure for KLGCC Berhad to go about doing so.
Minutes of EGM held on 28 September 2024 Page 9 2.9 Kunasekaran stated that he is of the view the TRUST DEED and the proposed resolutions are inconsistent. He emphasized that any resolution presented at the general meeting must comply with the TRUST DEED. If a resolution does not align with it, KLGCC Berhad must amend the TRUST DEED before proceeding. Therefore, he suggested the Resolutions 2,3 and 4 be dropped from the agenda for now and to move forward with the first resolution prior to concluding the meeting. 2.10 Pua inquired about the section of the TRUST DEED which allows the KLGCC to propose the three resolutions and whether the KLGCC has the authority to do so, or if the TRUST DEED needs to be amended first. He noted that if KLGCC lacks the power to propose these resolutions due to a conflict with the TRUST DEED, they would be null and void. Pua expressed uncertainty about who is proposing and seconding each resolution and mentioned that, based on Kunasekaran’s comments, the resolutions do not appear to be in the TRUST DEED and cannot be executed under it. He believed that the KLGCC should propose resolutions to the LC, not the other way around, referencing the minutes of the LC meeting, which indicated that the LC suggested the Club consult the members for any changes. Before the KLGCC asks the members, it needs to establish a legal basis for proposing the resolutions. He expressed interest in reviewing any relevant clauses in the TRUST DEED to determine if the resolutions are acceptable. If they are not in accordance with the TRUST DEED, as stated by Kunasekaran, the resolutions should be withdrawn. 2.11 AC stated that the proposed Resolutions 2,3 and 4 were not the Club’s resolutions since it has been brought up in the previous LC meeting and deliberated. 2.12 Chairman enquired Trustee to clarify item regarding Resolutions in the TRUST DEED. 2.13 MF quoted the following: Clause 23, Modification of Deed: “The developer and the Trustee may not modify, alter, or add to the deed without the sanction of the extraordinary resolution of the meeting of members.” Clause 16.1: “A meeting of members may be convened by the Trustee or developer for the purpose of the amendment or modification to this deed, as provided in Clause 20 herein.” If there are any amendments that contradict the deed, the management company needs to present them for discussion. Clause 15.2: “A Liaison Committee shall consist of 5 members, who shall be appointed from amongst the members at an annual general meeting, convened for the purpose of the Trustee in accordance with the provisions of Clause 16 herein.”
Minutes of EGM held on 28 September 2024 Page 10 Based on the above, MF informed that the tenure of the LC is only for a period of 1 year. To change the period to two (2) years, it would require amendment to Clause 15.2 of the TRUST DEED. 2.14 The Chairman stated that this meeting was convened under Section 55 of the ISA pursuant Clause 16.20 of the Trust Deed, not Clause 16.1. 2.15 MF stated that the main purpose of the meeting is to remove UBB Amanah from its position as Trustee. Additionally, management has added three regular resolutions to the agenda, which is what has occurred. . 2.16 The Chairman then opened the floor for a motion regarding whether resolutions numbered 2, 3, and 4 should be included in the agenda. 2.17 Kunasekaran proposed that the Resolutions 2,3, and 4 be declared null and void. This proposal was seconded by Paul Ong. He added that KLGCC may wish to reintroduce these resolutions during the upcoming Annual General Meeting (AGM) and amend the TRUST DEED where required. The resolution was put to vote at the Meeting by show of hands, majority of the floor agreed, and the Chairman declared that the Resolutions number 2,3 and 4 not to be discussed in the EGM. 3.0 E-VOTING 3.1 The Chairman highlighted that based on the administrative guide for the EGM, voting will be conducted online/electronically from the Boardroom. However, the Chairman again raised his opinion that this method is not specified in the TRUST DEED. The Chairman was of the view that the procedures for conducting the poll were only outlined in Article 16.7 of the TRUST DEED. He opined that if the floor prefers an electronic vote (e-vote), a motion should be submitted for approval. Otherwise, voting will occur via ballot/manual vote. 3.2 Since there was no motion for e-voting, Chairman proceeded to declare during the Meeting that the voting be conducted via ballot or manual vote. 4.0 PHOTOGRAPHY AND RECORDING 4.1 Chairman stated that KLGCC never imposed any rules regarding photography and recording. Therefore, the contents of the administrative handbook today differ. 4.2 Kunasekaran enquired whether a member could record the meeting, as this was previously allowed.
Minutes of EGM held on 28 September 2024 Page 11 4.3 Chairman confirmed that there are no regulations or rules stating otherwise. 5.0 AGENDA OF THE MEETING 5.1 Chairman proposed the following revised agenda for the EGM: 1. Meeting administration 2. Adoption of the agenda 3. Speech by the Liaison Committee Chairman 4. Discussion on the proposed resolution (Number 1) 5. Polling 6. Result of the polling 7. Other Matters Kunasekaran a/l Sevanthi (K1036P) seconded the proposal for the new agenda. As there were no objections from the floor, the revised agenda was adopted.
Minutes of EGM held on 28 September 2024 Page 12 APPENDIX II 1.0 SPEECH BY THE LC CHAIRMAN 1.1 Anthony welcomed the Club Captain and Members, expressing gratitude for their attendance. 1.2 He informed the floor that the election of the current LC was upon Members’ trust on the LC to protect their interest. He emphasized that this platform is the only place where members can freely express their opinions in the club. He raised several ongoing issues, including the club's failure to inform the LC about the EGM, the resolutions, e-voting, the hybrid meeting format, and restrictions on recording or photography. He stressed that this is a members' meeting, not the Club's, and that these problems could have been avoided with better communication from KLGCC. Anthony was of the view that the club could not impose the Resolutions 2,3 and 4 without prior discussion or proposals. He reiterated that LCs main concern is the removal of the Trustee which LC had tried to address at the 29th AGM but to no avail. He confirmed that this is LC’s third request, and they were able to hold this EGM because they approached SSM, which indicated that KLGCC had violated rules. If KLGCC had informed the LC sooner, they could have advised the club to save costs by combining the EGM and AGM, thus saving members time. He reminded everyone that expenses related to the hybrid meeting ultimately come from the members' contributions. He suggested that the two meetings could have been conducted together with a simple proxy form. . 1.3 AC responded that the LC are aware of this EGM which will be in a hybrid mode as it was discussed during the previous LC meeting, and it was minuted. 2.0 DISCUSSION OF THE PROPOSED RESOLUTION 2.1 The proposed resolution to remove UBB Amanah Berhad as Trustee, in accordance with Section 24(4) of the ISA 2016 and Clause 13(3) of the deed of trust, is now under discussion. The term "extraordinary" has been removed, and it is now simply referred to as a proposed resolution. Chairman asked Anthony to provide the reasons for the proposal to removal the Trustee. Anthony presented five reasons for the removal, which the LCs have communicated to the Trustee for their defence: • Failure to act on complaints against KLGCC Berhad for denying requests for general meetings framed under Section 55 of the ISA 2016 and Clause 16.20 of the Deed of Trust in 2021, 2022, and 2024. • Misleading and misrepresenting members on provisions under the ISA 2016 during the 29th and 30th AGMs. • Nonfeasance regarding a resolution directed at the Trustee, which was carried during the 29th AGM.
Minutes of EGM held on 28 September 2024 Page 13 • Neglect to send a senior officer to meetings requested to resolve issues with Trustee performance. • Incompetence in the Trustee’s work regarding amendments to the TRUST DEED. 2.2 Failure to act on complaints On July 19, 2022, a request for a general meeting signed by 91 members was submitted to KLGCC Berhad. This request fulfilled all requirements under Section 55 of the ISA 2016 and Clause 16.20(c) of the TRUST DEED. However, in their letter dated August 19, 2022, KLGCC Berhad refused to call for the meeting KLGCC Berhad did not entertain the possibility of including the proposed resolution in the 29th AGM scheduled for August 25, 2022. A complaint against KLGCC Berhad was filed with the Trustee, but their response mirrored that of KLGCC Berhad. The request for the General Meeting included the following proposed resolutions: a) Proposed Resolution 1: That the scheme’s financial statements, in compliance with Sections 52(1) and 53(1) of the ISA 2016 and Chapter 4, Paragraph 127 of SSM’s guidelines for interest schemes, be presented to the interest holders annually. b) Proposed Resolution 2: That the term of the Liaison Committee be extended to two years, which was denied by the Club. KLGCC Berhad's reply regarding the proposed resolution on financial statements stated: “With regards to Proposed Resolution 1, the audited financial statements for the trust funds account for the FYE December 31, 2021, are included in the agenda for the upcoming AGM on August 25, 2022, and a copy has been circulated to the interest holders along with the Notice of the 29th AGM dated August 1, 2022.” Anthony noted that the information circulated did not include full details—only a summary of profit and loss without a breakdown. He requested the financial statements again from the Trustees, who responded: “The trust account financial statement was circulated along with the Notice of the Annual General Meeting of KLGCC dated August 1, 2022. If members did not receive the financial statement, they may request it from KLGCC.” Anthony emphasized that the club did not consider the motion put forth nor allowed them to provide a statement. KLGCC Berhad's reply to the second resolution was as follows: “For Proposed Resolution 2, Clause 16(1) of the TRUST DEED allows KLGCC or the Trustee to convene a meeting of interest holders for the following purposes: a) Electing members to the Liaison Committee.
Minutes of EGM held on 28 September 2024 Page 14 b) Removal of the Trustee as provided in Clause 10(3) of the Trust Deed. c) Amendments or modifications to the Trust Deed as provided in Clause 23 of the Trust Deed. Based on this, KLGCC and the Trustee may convene a meeting of interest holders only for the purpose of appointing members to the Liaison Committee. The extension of the term for the Liaison Committee is not listed under the allowable purposes, with regret we are unable to entertain the application made by the interest holders for Proposed Resolution 2.” Anthony expressed that the club and the Trustee perceive members as merely license holders for playing golf, believing they have no rights beyond that. He emphasized that members have privileges because the club does not own them; rather, the club owns the land, chairs, and tables, but not the members themselves. He referenced the ISA 2016 regarding the requisition of meetings by interest holders: 1. The interest holders of a scheme may require the directors of a management company to call for a meeting of interest holders. 2. The directors of the management company shall call for the meeting of interest holders if they receive an application from not less than fifty members or ten percent of the interest holders, whichever is lesser. Based on the above, KLGCC Berhad breached their covenant to the Members and Trustee by not responding within the 21-day period promised under Clause 16.20 of DoT and KLGCC Berhad’s refusal to call for general meeting as required under Section 55 of ISA 2016. As such, the Trustee failed in their duties by not attempting to address the situation with KLGCC Berhad and not reporting to the Registrar of Companies of KLGCC Berhad’s breach of covenant and non-compliance of ISA 2016 Anthony stated that the LC emailed SSM, and in SSM’s reply dated July 25, 2024, stated that if KLGCC did not call for the EGM, there would be a case against the company. The reply from SSM stated: “Dimaklumkan aduan berikut adalah daripada Laison Committee skim Kuala Lumpur Golf & Country Club (KLGCC). Berdasarkan semakan, kami berpandangan terdapat asas kesalahan di bawah seksyen 55(4) ASK2016 sekiranya Syarikat gagal memanggil mesyuarat yang dipanggil oleh ahli menurut peruntukan seksyen 55(2) ASK2016.” 2.3 Misleading and misrepresenting members on provisions under the ISA 2016 during the 29th and 30th AGMs, Anthony outlined the misleading reasons: • That the maximum allowed by SSM is 8,000, but neither KLGCC Berhad nor UBB Amanah can provide proof of SSM’s approval for those increases. The only number the club has is 4,500. • To eliminate proxy voting, amendments to the TRUST DEED are required (Section 59 ISA 2016).
Minutes of EGM held on 28 September 2024 Page 15 • That KLGCC Berhad can unilaterally determine the price of membership (Section 46(1)(b) ISA 2016). • Failure to correct KLGCC Berhad on their statement that the number of LC members is fixed at 5 by SSM. 2.4 Nonfeasance Regarding a Resolution Directed at the Trustee • A resolution directed to the Trustee, stating, “THAT the Trustee ensure interest holders’ rights are protected by limiting the number of memberships to not more than 4,500,” was carried during the 29th AGM. • It is the duty of the Trustee under Clause 16.19 of the TRUST DEED to carry out this resolution or formally respond with any reservations regarding its implementation, as provided under Clause 16.22. To date, UBB Amanah has chosen to remain silent. 2.4.1 Trustee Duties: According to Section 24(1): Every Trustee shall: • (a) Exercise due diligence and vigilance in carrying out their functions and duties as Trustee and in monitoring the rights and interests of the interest holders related to the TRUST DEED or contractual agreement. • (b) Carry out their duties in a timely manner. Section 24(2) states that the Trustee shall immediately report to the registrar when: • (c) The management company is conducting business in a manner that is, or likely to be, prejudicial to the interest holders. SSM Guidelines Regarding Interest Holders: • Ensure that the interests of the interest holders are preserved and protected. • Hold meetings with members of the Liaison Committee to gather feedback on the management of the scheme and its facilities. • Investigate complaints from interest holders. • Report to the Registrar any non-compliance with the covenants of the TRUST DEED or contractual agreement by the developer and/or operator. Anthony referenced the SSM’s interest scheme blueprint 2020-2024, published in 2019, which states: “The Trustee plays a vital role in monitoring the rights and interests of the interest holders vigilantly, in addition to ensuring the covenants in the offering documents are delivered. The Act also imposes on the Trustee the duty to report to the Registrar when there is non-compliance with the Act, the TRUST DEED, contractual agreement, prospectus, or product disclosure statement, or when the scheme is unable to meet its obligations as they fall due.”
Minutes of EGM held on 28 September 2024 Page 16 He also quoted from the SSM 1992/2002 policy guidelines for the sale of club memberships, which stipulates: The maximum number of memberships must be stated and should reasonably correspond to the size of facilities provided by the developer/operator. The maximum number of foreign memberships must not exceed 50% of the total number. However, if memberships allocated to Malaysians are not taken up after 12 months, the reserved memberships may be sold to foreigners, subject to conditions imposed by relevant authorities. Changes to Clause 4.2 of the TRUST DEED: There was a total of five (5) changes to the clause. The significant change was done in 2010 when it removed the limitation of 4,500 maximum membership as per below: Year Document Clause 4.2 1993 Original TRUST DEED Subject to Lessor Agreement, 4,500 2001 9th Supplement Maintain original clause 2007 11th Supplement 4,500 and 150 + 50 privilege members 2010 13th Supplement Removed 4,500 2013 14th Supplement Added 6,000 limit 2014 15th Supplement Changed to 6,000 golf and 2,000 socials The Trustee failed in their duties and obligations to the interest holders by not holding KLGCC Berhad accountable and not reporting to SSM, KLGCC Berhad’s breaches their covenant: • In 2010, KLGCC Berhad amended the Trust Deed to remove a material term in the sale of memberships, the maximum number of memberships at 4,500. However, from 2010 to 2013 they still sold memberships stating in their prospectus that 4,500 is maximum number of memberships. • In 2013, KLGCC Berhad added back into the Trust Deed a maximum membership of 6,000 and then in 2014, increased it to 8,000 respectively. • During all the mentioned instance, KLGCC Berhad did not inform the interest holders of this material change in the terms. 2.6 Neglect to Send Senior Officer to Meetings The LCs have requested in numerous letters to meet with the Managing Director and senior officers to discuss their concerns. The Trustee’s response indicated that these issues were addressed in regular LC meetings between KLGCC Berhad and the LC, and that any concerns should be channelled through their representatives or KLGCC Berhad.
Minutes of EGM held on 28 September 2024 Page 17 2.7 Incompetence in Trustee’s Work Regarding Amendments to the Trust Deed Example: Under the 21st supplemental TRUST DEED, UBB Amanah agreed to amend Clause 10(3) without scrutinizing properly the wordings used: “The Members may remove the Trustee by giving three months' notice to the Trustee and the Developer after the decision was made by way of an Extraordinary Resolution of the Members at a duly convened meeting of which notice has been given to the Trustee and the Developer. The Developer covenants with the Members that on receipt of a notice from the Members, the Developer will summon a meeting of the Members for the purpose of considering and if thought fit, passing a resolution for the removal of the Trustee to be agreed by not less than ten (10%) per centum of the Members present in person or by proxy.” However, the above amendment in itself is inconsistent as Extraordinary Resolution was already defined under Clause 1 of Trust Deed to mean “a resolution passed by a majority of not less than two thirds.” 2.8 Conclusions The Trustee has not performed their duties and obligations as stipulated in the ISA 2016 and the TRUST DEED. Additionally, the Trustee has failed in their fiduciary duties to the interest holders in the following areas: • The duty of good faith and loyalty • The duty of reasonable skill and diligence • The duty to give personal attention From the five grounds outlined, it is evident that UBB Amanah has not met the standards required of a Trustee and should be replaced. 3.0 TRUSTEE'S DEFENSE The Chairman thanked Mr. Anthony for his presentation on the reasons for the removal of the Trustee and invited the Trustee to present their side of the story. 3.1 Mr. Noel Tsi (NT) introduced himself as the Head of Corporate Trust at UBB Amanah, along with Mr. Muhammad Faiz, Assistant Manager of Corporate Trust. MF will brief the floor on the KLGCC Scheme under UBB Amanah Berhad. MF began with the chronology of the Trusteeship with KLGCC: Trustee Year TRUST DEED Standard Chartered Trustee 1993 - 2010 Principal TRUST DEED AmTrustee Berhad 2010 – 2016 Twelfth Supplemental TRUST DEED MY Premier Trustee (Malaysia) Berhad 2016 – 2021 Sixteenth Supplemental TRUST DEED
Minutes of EGM held on 28 September 2024 Page 18 Trustee Year TRUST DEED UBB Amanah Berhad 27th September 2021 – Present Nineteenth Supplemental TRUST DEED UBB Amanah Berhad is the fourth Trustee for the scheme. Regarding Mr. Anthony's inquiry about the change from 4,500 to 8,000 memberships, this change occurred during the tenure of AmTrustee in 2014/2015. 3.2 On the Appointment of Trustee, Section 22 of the ISA 2016 states: Subsection (2): The appointment of a Trustee by the management company is subject to the approval of the registrar, which is SSM itself. If UBB Amanah Berhad does not fulfil all eligibility criteria, they cannot act as the Trustee for the scheme. 3.3 Definition of Proprietary Club: KLGCC is a proprietary club, wholly owned and operated by the Developer, where only persons invited or permitted by the Developer may enter the Club to use and enjoy its facilities under the terms stipulated in Clause 3(1). 3.4 MF explained on what Members of the Club is as follows: Explanation of Club Membership: Clause 1 (Definition): • Members: An applicant whose membership application has been approved and accepted by the Developer after the Cooling Off Period and is registered in the Register of Members. • Membership: The contractual right granted to a Member by the Developer to enter the Club as a licensee and use its facilities in common with other Members and/or persons permitted by the Developer, subject to the conditions in the Licence Certificate. 3.5 The Covenants of KLGCC: Clause 7 (2) of the TRUST DEED: • Use best endeavours to conduct business efficiently and ensure the Club operates as a proprietary club. • Deposit membership fees into the Trust Account within 30 days of receipt. • Sell memberships at sums stipulated by the Developer, except for those sold at promotional fees. • Make available to the Trustee or approved auditors the Developer's books for inspection during normal business hours. • Provide the Trustee with necessary information regarding the operation and management of the Club. • Furnish copies of notices for all annual and extraordinary general meetings of the Developer's shareholders, inviting the Trustee to attend (without voting rights).
Minutes of EGM held on 28 September 2024 Page 19 • Obtain Trustee approval for any advertisements or documents related to membership sales. • Maintain and repair Club facilities at their own cost. 3.6 MF emphasized on Duties of Trustee. Under the ISA 2016, Section 24 outlines the Duties of the Trustee. Duties of the Trustee (1) Every Trustee shall: a) Exercise all due diligence and vigilance in carrying out their functions and duties as Trustee, monitoring the rights and interests of the interest holders as related to the Trust Deed or contractual agreement. b) Ensure that the covenants in the Trust Deed, supplemental Trust Deed, contractual agreement, or supplemental contractual agreement, as well as the contents of the prospectus or product disclosure statement, are delivered. c) Carry out their duties in a timely manner. (2) The Trustee shall immediately report to the registrar when: a) There is any non-compliance with the Act, Trust Deed, contractual agreement, prospectus, or product disclosure statement. b) The scheme is unable to meet its obligations as they fall due. c) The management company is conducting business in a manner that is, or likely to be, prejudicial to the interest holders. (3) The Trustee shall notify the Registrar if they know or have reasonable cause to believe there is an occurrence of any matter that has, or is likely to have, a material adverse effect on the scheme. (4) For the purposes of subsection (3), “material adverse effect” includes circumstances that may endanger the continued existence of the scheme or reduce the protection of interest holders. 3.7 Engagement with the Liaison Committee Clause 75 of the Consultative Guidelines states that if a liaison committee is established pursuant to the provisions of the Subsidiary Guidelines, the Trustee must conduct regular engagement with members of the liaison committee to obtain feedback on the scheme. The Trustee may determine the appropriate manner of engagement, including meetings, teleconferencing, or written communication. Mr. Anthony emailed a summary of the reasons for their request to remove the Trustee on the 26th. 3.8 Neglect to Send Senior Officers Under Clause 75 of the Consultative Guidelines, it is highlighted that “the Trustee may determine the appropriate manner of carrying out the engagement.” The Trustee has requested the Liaison Committee to communicate any issues in writing to ensure everything is documented.
Minutes of EGM held on 28 September 2024 Page 20 3.9 Duties of the Liaison Committee Clause 15 (1) states that the Developer and the Trustee shall ensure that a liaison committee is established to facilitate communication between the Developer and the Members. Clause 15 (4) specifies that the Liaison Committee is entitled to inform the Trustee of their views regarding the activities of the Club, but it is expressly stipulated that the Liaison Committee shall not have any rights or powers in the management of the Club or enforce the provisions of the Trust Deed without the Trustee. Clause 18 of the Policy Guidelines for Sales of Club Membership mandates the existence of a liaison committee comprising a specified number of members whose function is to advise the Trustee regarding any breaches of the covenants in the deed by the Developer/Operator. 3.10 MF deliberate on the summary of allegations claimed by Anthony as follows: 1st RGM Chronology Date Correspondences 19 May 2022 Requisition of meeting from Mr. Ungku to KLGCC 27 May 2022 Email from Mr. Ungku to KLGCC 7 June 2022 Email from UBB Amanah to KLGCC regarding the Requisition of Meeting 12 July 2022 Letter from KLGCC to Mr. Ungku advising to revert to him on his first requisition 2nd RGM Chronology Date Correspondences 19 July 2022 Requisition of meeting from Mr. Ungku to KLGCC 19 August 2022 Email from Mr. Ungku to KLGCC 29 September 2022 Email from Mr. Anthony to UBB Amanah (directly to the CEO) 11 October 2022 UBB Amanah replied to Mr. Anthony's email As of today, these two correspondences have been acknowledged, but no further replies have been received. 3rd RGM Chronology Date Correspondences 20 March 2024 Requisition of meeting from the Liaison Committee to KLGCC/UBB 3 May 2024 Letter from KLGCC to the Liaison Committee 26 June 2024 Letter from the Liaison Committee to UBB Amanah 3 July 2024 Letter from UBB Amanah to the Liaison Committee The Trustee confirms that all correspondence has been appropriately addressed to the Liaison Committee.
Minutes of EGM held on 28 September 2024 Page 21 3.11 NT emphasized the importance of members understanding that as Trustees, they consistently communicate, interact, and respond to the Liaison Committee (LC) without fail. 3.12 The Chairman asked Anthony if there were any rebuttals and if there were any questions from the floor. 3.13 Pua highlighted the importance of understanding the Trustee's perspective, particularly in relation to the ISA 2016 and Anthony's presentation. He criticized the Trustee's vague responses to concerns raised by the LC, noting that simply providing a reply does not demonstrate whether the Trustee acted in the best interests of the members. Pua also expressed dissatisfaction with the process of selecting representatives, advocating for more serious consideration from the Trustee to effectively address significant member concerns. 3.14 The Trustee presented one of the letters communicated to the LC. Date of Letter Reference Title of Document Remarks 10 January 2023 UBB/QA101- 21/MISC LC/2023 Analysis on the effect of the unilateral 21 amendments by KLGCC and the buy-back clause in the prospectus Letter from UBB Amanah to the Liaison Committee In summary, issues raised by the LC must first be directed to the management company, as it serves as the initial point of contact for the proprietary club. If the management company fails to respond or rectify the issue, the LC can then inform the Trustee, who will investigate and resolve the matter as per the Trust Deed. The Trustee reports directly to regulators, not to the management company or the LC, and will notify regulators of any breaches related to the deed 3.15 Dato’ Tan Poh Huat (T1332P) expressed pride in representing the club globally but voiced disappointment regarding the Trustee's recent rule changes and perceived failure to defend member interests. He noted that membership prices have dropped significantly—from RM 260,000 to RM 180,000—after the Trustee expanded membership, allowing anyone to join at the lower price. This change, he argued, undermines the club's exclusivity and pride. He called for a representative with high integrity to advocate for the members' interests and restore the club's value. 3.16 Pua informed the Trustee that they should not merely read every letter given to the LC; the presentation needs to address the specific points raised by the LC. He asked what precise issues the Trustee has raised in their response. 3.17 NT explained as follows: 3.17(a) Allegations on Failures: The Trustee rejected the request for a general meeting and provided responses, which were sent directly to the LC and copied to the management company. As the LC represents the members, NT clarified that they
Minutes of EGM held on 28 September 2024 Page 22 cannot send letters to each of the 3,600 members. The expectation is that the LC will keep the members informed, regardless of the response. The Trustee sent a reply, but the LC has not responded or provided any input, making it difficult for the Trustee to proceed without feedback. 3.17(b) Failures to Act on Complaints: After taking necessary actions in response to concerns, the Trustee did not receive any further communication. 3.17(c) Misleading Information: NT emphasized that their deliberations are based on extracts from the Trust Deed, contractual agreements, and guidelines. If the LC provided any misleading or deceptive input after the Trustee's reply, appropriate action could be taken. However, there has been no follow-up from the LC. 3.17(d) Nonfeasance: The KLGCC management has reversed their response. Additionally, KLGCC had previously overturned decisions under Puan Asniza and Mr. Steven Tan's tenure. The management company has stated that it obtained an independent third-party legal opinion, which influenced their decisions. 3.17(e) Neglect to Send Senior Officers: NT clarified that although the managing director can attend meetings, he lacks decision-making authority. He stressed the significance of internal audits, operational efficiency, and addressing member concerns, which are regularly discussed in management meetings. NT recommended that the LC communicate through written correspondence to facilitate thorough analysis by internal auditors and the board. He also noted that any concerns raised by the LC during meetings are documented and addressed in subsequent discussions, underscoring their commitment to listening to the LC's feedback. 3.17(f) Incompetency of Trustee Work: NT asserts that they have met all responsibilities outlined in the constitution and are ready to provide additional verbal information if necessary. He emphasizes that any actions taken must be supported by a third-party legal opinion to back the LC’s position, after which the Trustee can seek expert advice for the board. NT also clarifies that any legal issues will be reported to the authorities as required. He explains that the management company has the authority to introduce member categories, which is why membership expanded in 2014—a change made before their tenure. He notes that modifications to the Trust Deed from that time are irreversible and have been officially registered with the regulator. Additionally, Clause 4.1 of the Trust Deed specifies the developer's rights concerning membership categories. 3.18 Phang raises concerns about the unilateral changes made to the Trust Deed regarding membership without proposing a meeting to discuss these alterations. He questions the justification for raising subscription fees when the company has consistently reported strong financial performance. Citing the Trust Deed, he noted that fee increases of 5% or 10% can occur with Trustee approval, urging careful review of financial accounts. He expresses frustration over the company's claim of financial strain due to inflation, suggesting it is unfair to ask members for additional contributions. He is also surprised that the management did not send a legal representative to clarify the rules during the meeting, attributing the oversight to management.
Minutes of EGM held on 28 September 2024 Page 23 4.0 LEGAL REPRESENTATION Zuhaidi Mohd Shahari introduced himself as the Head of Legal at Sime Darby Property and stated that Sime Darby Property (SDP) would not comment on today’s meeting, with the legal team attending as observers. 5.0 ADDITIONAL NOTES AC shared that he initially did not plan to speak at the meeting but felt it was important to address member complaints and provide an update on progress since his appointment. He noted that the value of TPC has changed, especially since 2016, and stressed the need to restore the KLGCC brand's value and improve communication. He highlighted productive meetings with the LC over the past four months aimed at resolving longstanding issues. AC expressed gratitude for the approximately 40 members who volunteered their Saturday tee times, showcasing their dedication to the club. He reassured members that the goal is to enhance, not diminish, membership value. Regarding golf course availability, he mentioned that while 50% of tee times are used, there is still underutilization, particularly on Saturdays. AC clarified that management is not actively seeking to fill all 8,000 memberships, which have been legally approved and reviewed annually, emphasizing transparency in this matter. 5.1 The Chairman pointed out that SSM never gives approval to any club’s prospectus. 5.2 Phang expressed that members are concerned about the club's management practices, particularly regarding the annual increase in subscription fees. He emphasized the need for transparency about how these fees are utilized and questioned how much of the revenue is reinvested back into the club. 5.3 Kunasekaran raised significant concerns regarding the current membership of 4,070 and the potential challenges if it increases to 6,000 or 8,000, particularly regarding parking and golf course maintenance. He stressed the importance of ensuring a positive member experience and criticized the Trustee for not amending the Trust Deed, despite an approved resolution to do so. He argued that it is feasible to limit membership to 4,500, as the Trust Deed contains a clear clause allowing for this change. Kunasekaran urged the Trustee to propose this amendment at the upcoming AGM to maintain a manageable membership size, emphasizing that members are worried about the value of their membership. . 5.4 Subscription Fees Clarification - MF addressed the question regarding subscription fees, stating that if the increase is more than 5%, the management company needs to obtain consent from the Trustee. If it is below 5%, the management company can proceed without the Trustee's consent. 5.5 Accumulated Subscription Fees - Dato’ Tan Poh Huat raised important points regarding the accumulated subscription fees over the past 20 years, requesting that this information be made visible to members. He highlighted that while the average global golf course utilization is 28%, KLGCC's usage is at 50%, which contributes to
Minutes of EGM held on 28 September 2024 Page 24 the current condition of the fairways. With a membership of 8,500, he noted that overcrowding on the golf course is a significant challenge. He emphasized the critical role of the LC in serving the members' best interests and pointed out that the KLGCC brand embodies a collective vision that goes beyond individual contributions. Therefore, he stressed the need to prioritize the golf course's value and suggested that a comprehensive rebuild is essential to maintain the club's standards.