LAND & GENERAL BERHAD (Company No. 5507-H) (Incorporated in Malaysia) MINUTES OF THE FIFTY-FIRST (51ST) ANNUAL GENERAL MEETING OF THE COMPANY HELD AT THE SAGA ROOM, SRI DAMANSARA CLUB, LOT 23304, PERSIARAN PERDANA, BANDAR SRI DAMANSARA, 52200 KUALA LUMPUR ON MONDAY, 22 SEPTEMBER 2014 AT 10.00 A.M. PRESENT DATO’ HJ ZAINAL ABIDIN PUTIH

CHAIRMAN

MR LOW GAY TECK

MANAGING DIRECTOR (“MD”)

ENCIK FERDAUS MAHMOOD

EXECUTIVE DIRECTOR (“ED”)

DATO’ HJ IKHWAN SALIM DATO’ HJ SUJAK

DIRECTOR

DATO’ IR DR A BAKAR JAAFAR

SENIOR INDEPENDENT DIRECTOR

YM TENGKU MARUAN TENGKU ARIFF

DIRECTOR

MR HOONG CHEONG THARD

DIRECTOR

ABSENT WITH APOLOGIES MR CHIU ANDREW WAH WAI

DIRECTOR

SHAREHOLDERS/PROXIES/CORPORATE REPRESENTATIVE AS PER ATTENDANCE LIST

BY INVITATION MR KC NG

CHIEF FINANCIAL OFFICER (“CFO”)

MS CHEE YUET SIN

GROUP FINANCIAL CONTROLLER

MR KUA CHOH LEANG

) ) )MESSRS ERNST & YOUNG ) )

ENCIK SUKARNO SARDON MS LIM XIN TONG OTHERS AS PER ATTENDANCE LIST

IN ATTENDANCE MS LEE SIW YENG

ASST. COMPANY SECRETARY

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1.0

WELCOME ADDRESS BY CHAIRMAN Dato’Hj Zainal Abidin Putih, the Chairman welcomed all the shareholders/proxies who were present at the 51st Annual General Meeting (“the Meeting” or “AGM”) of the Company.

2.0

QUORUM Ms Lee Siw Yeng confirmed that there was a quorum present for the Meeting. (Note: There were 66 shareholders, 43 proxies and 1 corporate representative present at the commencement of the AGM)

3.0

PROXIES The Chairman informed that as at the cut off time for lodgement of proxy forms, the Company had received 68 valid proxy forms from shareholders who hold in aggregate about 148.39 million ordinary shares in Land & General Berhad (“L&G”) representing 19.37 % of the total issued and paid up share capital of L&G.

4.0

BOARD OF DIRECTORS

4.1

Introduction of Board Members The Chairman introduced the following Directors of the Company who were present at the Meeting: Mr Low Gay Teck, the Managing Director;  Encik Ferdaus Mahmood, the Executive Director;  Dato’ Ir Dr A Bakar Jaafar;  Dato’ Hj Ikhwan Salim Dato’ Hj Sujak;  YM Tengku Maruan Tengku Ariff; and  Mr Chris Hoong Cheong Thard.

4.2

Apologies The Chairman conveyed the apologies from Mr Chiu Andrew Wah Wai who was unable to attend the Meeting as he had prior commitments.

5.0

NOTICE The Notice had been issued to the shareholders in accordance with the required statutory period. The motion to take the Notice as well as the Agenda be taken as read was proposed by Mr Balvinder Singh (shareholder) and seconded by Encik Othman Kalid (proxy). The shareholders/proxies present agreed that the Notice as well as the Agenda be taken as read.

6.0

SHAREHOLDERS’ RIGHT TO DEMAND FOR POLL At the commencement of the 51st AGM, the Chairman had informed the shareholders of their right to demand a poll vote as provided under Article 61 of the Articles of Association of the Company before or on declaration of the result by way of show of hands. A poll can be demanded by either:a) Chairman (being a person entitled to vote); or b) not less than 2 members present in person or by proxy and entitled to vote; or c) a member or members in person or by proxy and representing not less than 1/20 of the total voting rights of all the members having the right to vote at the Meeting. The Chairman further informed that substantive resolutions which are not procedural and administrative are encouraged to be voted by way of poll. At this AGM, the shareholders’ mandate sought for the issuance of shares under Section 132D of the Companies Act, 1965 may consider to be substantive, thus may be voted by way of poll.

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7.0

PRESENTATION BY MANAGEMENT The Chairman invited Mr Low Gay Teck, the MD to give a slide presentation on L&G’s operational updates as well as progress of the L&G Group for the financial year ended 31st March 2014 and the latest development of the L&G Group. The MD shared with the shareholders/proxies on the following slide presentation which includes:a) business activities updates of the L&G group which inclusive of property development, property investment, education and cultivation of oil palms; b) existing land bank at Sri Damansara(Selangor), Ampang(Kuala Lumpur), Kerling(Selangor), Seremban(Negeri Sembilan), Sg Petani (Kedah) and Johor Bahru (Johor); c) milestone achieved since 2009 with completion of 8trium and The Elements@Ampang and acquisition of new properties i.e. office building at Putrajaya and the vacant land at Jalan Ampang as well as the issuance of 598.3 million of ICULS; d) total GDV launched, sold, unbilled sales and projects in the pipeline; e) status update projects on 8trium, The Elements@Ampang, Damansara Foresta - Phase I and the latest photographs on the progress of the respective projects; and f) projects in the pipelines i.e. Damansara Foresta – Phase II, The Elements 2@Ampang, Tuanku Jaafar Resort Homes@Seremban. Mr KC Ng, the CFO was invited by the MD to brief the shareholders/proxies present on the financial performance and corporate development of the L&G Group. The shareholders/proxies present were briefed on the following performance highlights for the past 5 financial years based on 3 categories namely, earnings, equity and employment of assets, and financial indicators, as follows:a) revenue; b) profit before taxation; c) profit after taxation; d) profits attributable to owners of the Company; e) total assets; f) cash and cash equivalents; g) issued and paid up share capital; h) shareholders’ funds; i) total equity; j) total borrowings; k) return on equity; l) return on total assets; m) earning per share; n) net assets per share; o) dividend per share; and p) gearing. He also informed that the shareholders/proxies present that the proposed 2 sen single tier final dividend in respect of financial year ended 31st March 2014 represented 28% of the profit attributable to the owners of the Company totalling RM75.3 million. The CFO also further shared with the shareholders/proxies present some business news regarding L&G published on media for their information. Presentation by Management was ended with presentation by Encik Ferdaus Mahmood, the ED, on L&G’s reply letter in response to Minority Shareholder Watchdog Group’s (MSWG) queries. All the presentations were very well received by the shareholders/proxies present.

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8.0

QUESTION AND ANSWER (“Q&A”) SESSION After the slide presentation by Management, a Q&A session was held to give shareholders/proxies present the opportunity to ask questions or to seek clarification and obtain feedback from the Directors and Senior Management. The matters/questions raised and discussed are summarised as stated below. a) Dividend Mr Abdul Jabar (shareholder) informed that he noted the EPS was 12 sen per ordinary share and 2 sen dividend was being proposed in respect of financial year 31 March 2014 and he enquired whether the Board would propose better dividend in the future. The Chairman replied that it was the Board’s wish to give better dividend to the shareholders, subject to the L&G Group’s financial performance and overall economy outlook. The Board shall formulate a dividend policy after the consistency in the dividend pay-outs is established. b) Schools Mr Low Kah Leong (shareholder) enquired whether the schools would be upgraded to international schools. The MD replied that Management had been in discussion to set up international wing as there is a trend where more private schools have been moving into international schools. Management are considering making the necessary application to Ministry of Education and are weighing the pros and cons to have an international wing. c) Sustainable growth Mr Low Kah Leong (shareholder) further enquired on the company’s strategy to maintain its growth. The MD replied that the following projects were in the pipeline and would facilitate sustainability of the L&G Group; subject to the outlook of the economy. In the near future, the L&G Group would undertake projects such as:(i) proposed development at Jalan Ampang (adjacent to The Elements@Ampang) at estimated gross development value of RM800 million; and (ii) Phase 2 of Damansara Foresta, proposed development at Bandar Sri Damansara at estimated gross development value of RM450 million. For further future ahead, the L&G Group is considering relocating the TNB high tension cable to facilitate proposed development on the land where Sri Damansara Club is located to be viable. d) Joint Venture (“JV”) with Mayland Siew (shareholder) enquired whether L&G would acquire Mayland’s JV portion and whether there is possibility of merger and acquisition (M&A). The MD replied Siew that there has been synergy in the JV in terms of marketing effort and experience and expertise in the managing current and future developments, particularly high rise building construction. As to M&A, the MD informed the shareholders/proxies present that at the moment there is no discussion or proposal on this subject matter.

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e) Property Market Outlook Mr Tan Meng Teck (shareholder) enquired whether the current trend of property market could be sustainable. The MD explained that based on a property market report published, a good percentage of property transactions is within the range of RM0.5 million to RM1 million. The projects undertaken by the L&G Group are priced between RM0.5 million to RM1.5 million (higher in view of the rising cost of materials and labour costs) where the demand for properties priced at this range has been sustainable. f) Proposed development of land at Sg Jernih, Kerling Mr Tan Meng Teck (shareholder) also enquired on the land at Sg Jernih and its future plan for development. The MD informed that Management had recently commenced planning the proposed development on the land at Sg Jernih near Lembah Beringin. g) Property sector business cycle Mr Khor Haow Ming (shareholder) enquired the precautionary steps taken by Management in the event of downturn in property sector business cycle. The MD explained that during time of recession, the sales would be expected to be slower than usual and, in the case of the L&G Group, most of the land bank is located at prime location which is a key determinant in terms of saleability. 9.0

AGENDA OF THE MEETING After the Q&A session, the Chairman proceeded to the Agenda as set out in the Notice of the 51st AGM dated 28 August 2014.

9.1

Ordinary Resolution 1  Adoption of Audited Financial Statements and Reports Ordinary Resolution 1 to receive and adopt the Audited Financial Statements for the financial year ended 31st March 2014 together with the Reports of the Directors and the Auditors thereon was proposed by Encik Othman Kalid (shareholder) and seconded by Mr Balvinder Singh (shareholder). Ordinary Resolution 1 was put to the vote (by way of show of hands) and it was unanimously resolved “THAT the Audited Financial Statements for the financial year ended 31st March 2014 together with the Reports of the Directors and the Auditors thereon were received and adopted.”.

9.2

Ordinary Resolution 2  Declaration and Payment of Final Dividend The Chairman informed the shareholders/proxies present that there was no dividend declared since 1997 and following the improvement of the Group’s financial performance after the completion of the debt restructuring exercise in July 2009, the Board was pleased to recommend a single tier, final dividend of 2 sen per ordinary share based on good financial results achieved. Ordinary Resolution 2 to declare and to pay the proposed single tier final dividend was proposed by Mr Tan Meng Teck (shareholder) and seconded by Ms Tan Moi Lang (shareholder). Ordinary Resolution 2 was put to the vote (by way of show of hands) and it was unanimously resolved “THAT a single tier final dividend of 2 sen per ordinary share of RM0.20 each in

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respect of financial year ended 31st March 2014 be and is hereby declared and shall be paid on 16th October 2014 to shareholders registered as at 25th September 2014.”. 9.3

Ordinary Resolution 3  Approval of Directors’ Fees Ordinary Resolution 3 to approve the Directors’ Fees of RM344,168 for the financial year ended 31st March 2014 was proposed by Ms Baheerathy Arumugam (proxy) and seconded by Encik Othman Kalid (proxy). Ordinary Resolution 3 was put to the vote (by way of show of hands) and it was unanimously resolved “THAT the Directors’ Fees of RM344,168 for the financial year ended 31st March 2014 be and are hereby approved.”.

9.4

Ordinary Resolution 4  Re-election of Dato’Ir Dr A Bakar Jaafar Ordinary Resolution 4 to re-elect retiring Director, Dato’ Ir Dr A Bakar Jaafar was proposed by Cik Nina Fariza Nordin (proxy) and seconded by Mr Khor Kim Cheong (proxy). Ordinary Resolution 4 was put to the vote (by way of show of hands) and by majority of votes, it was resolved“THAT, Dato’ Ir Dr A Bakar Jaafar, the Director retiring in accordance with Article 93 of the Company’s Articles of Association, be and is hereby re-elected as Director of the Company.”.

9.5

Ordinary Resolution 5  Re-election of Tengku Maruan Tengku Ariff Ordinary Resolution 5 to re-elect retiring Director, Tengku Maruan Tengku Ariff was proposed by Mr Teh Cheow Soo (shareholder) and seconded by Ms Tan Moi Lang (shareholder). Ordinary Resolution 5 was put to the vote (by way of show of hands) and it was unanimously resolved “THAT, Tengku Maruan Tengku Ariff, the Director retiring in accordance with Article 93 of the Company’s Articles of Association, be and is hereby re-elected as Director of the Company.”.

9.6

Ordinary Resolution 6  Re-election of Encik Ferdaus Mahmood Ordinary Resolution 6 to re-elect retiring Director, Encik Ferdaus was proposed by Mr Balvinder Singh (shareholder) and seconded by Cik Nina Fariza Nordin (proxy). Ordinary Resolution 6 was put to the vote (by way of show of hands) and by majority of votes, it was resolved “THAT, Encik Ferdaus Mahmood, the Director retiring in accordance with Article 93 of the Company’s Articles of Association, be and is hereby re-elected as Director of the Company.”.

9.7

Ordinary Resolution 7  Election of Mr Chiu Andrew Wah Wai Ordinary Resolution 7 to elect retiring Director, Mr Andrew Chiu Wah Wai was proposed by Ms Tan Moi Lang (shareholder) and seconded by Cik Nina Fariza Nordin (proxy). Ordinary Resolution 7 was put to the vote (by way of show of hands) and by majority of votes, it was resolved “THAT, Mr Chiu Andrew Wah Wai, the Director retiring in accordance with Article 98 of the Company’s Articles of Association, be and is hereby elected as Director of the Company.”. Page 6 of 8

9.8

Ordinary Resolution 8  Re-appointment of Messrs Ernst & Young as Auditors of the Company Ordinary Resolution 8 to re-appoint Messrs Ernst & Young as auditors of the Company for the ensuing financial year was proposed by Mr Balvinder Singh (shareholder) and seconded by Ms Baheerathy Arumugam (proxy). Ordinary Resolution 8 was put to vote (by way of show of hands) and it was unanimously resolved “THAT Messrs Ernst & Young be re-appointed as the Auditors of the Company at a remuneration to be fixed by the Directors and to hold office until the conclusion of the next Annual General Meeting.”.

10.0

Special Business The Chairman proceeded to the special business of the Agenda. The shareholders/proxies present were informed that under the special business, there were 2 ordinary resolutions to put forward for shareholders’ approval. Firstly, authority to issue shares pursuant to Section 132D of the Companies Act, 1965 Ordinary Resolution 9; and Secondly, approval for Dato’ Ir Dr A Bakar continuing in office as Independent Director Ordinary Resolution 10.

10.1

Ordinary Resolution 9  Authority to issue shares pursuant to Section 132D of the Companies Act, 1965 The Chairman informed the shareholders/proxies present that Ordinary Resolution 9 is a renewal of Section 132D mandate obtained from the shareholders of the Company at the previous Annual General Meeting and, if passed, will empower the Directors to issue ordinary shares of the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for purpose of fund raising exercise including but not limited to further placement of shares for purpose of funding current and/or future projects, working capital, acquisition and/or for issuance of shares as settlement of purchase consideration. This authority unless revoked or varied at a general Meeting, will expire at the next Annual General Meeting. Ordinary Resolution 9 to obtain the shareholders’ mandate for authority under Section 132D of the Company Act, 1965 was proposed by Mr Khor Haow Ming (shareholder) and seconded by Ms Tan Moi Lang (shareholder). Ordinary Resolution 9 was put to vote (by way of show of hands) and by majority of votes, it was resolved “THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby authorised to issue shares in the Company at any time until the conclusion of the next Annual General Meeting and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit, provided that the aggregate number of shares to be issued does not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and are also empowered to obtain approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad, subject always to the approval of all relevant regulatory bodies being obtained for such issues.".

10.2

Ordinary Resolution 10  Continuing in Office as Independent Non-Executive Director – Dato’ Ir Dr A Bakar Jaafar The shareholders/proxies present were informed that pursuant to Malaysian Code on Corporate Governance 2012, Ordinary Resolution 10 sought shareholders’ approval for Dato’ Ir Dr A Bakar Jaafar, who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine years, to continue to serve as an Page 7 of 8

Independent Non-Executive Director of the Company based on the following justifications:a.

he fulfills the criteria of an Independent Director pursuant to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad;

b.

he provides the Board a diverse set of experience, skill and expertise as he is a highly qualified person who has been contributing to academic fields relating to science and technology as well as serving government agencies for many years;

c.

he is familiar with the Company’s business operations and the property development market as he has been with the Company for more than 9 years and is aware of current issues confronting the Company and he continues to provide valuable input to steer the Company forward; and

d.

he has devoted sufficient time and attention to his professional obligations as an Independent Director of L&G for informed and balanced decision making.

Ordinary Resolution 10 was proposed by Puan Maszaiton Dolah (shareholder) and seconded by Ms Tan Moi Lang (shareholder) and by majority of votes, it was resolved “THAT authority be and is hereby given to Dato’ Ir Dr A Bakar Jaafar who has served as an Independent NonExecutive Director of the Company for a cumulative term of more than nine years, to continue to serve as an Independent Non-Executive Director of the Company.”. 11.0

CONCLUSION OF MEETING There being no other business, the Meeting ended at 11.45 a.m.

CONFIRMED AS A CORRECT RECORD

SIGNED ______________________________ CHAIRMAN

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