Okay, good morning, everyone. Welcome to the Annual General Meeting for United Overseas Australia for the 2024 financial year. My name is Stuart Third, and I'm one of the non-executive directors and the company secretary of United Overseas Australia Limited, and I've been appointed by the board to be the chairman for this meeting. On behalf of the board, it's my pleasure to welcome you to the virtual meeting. Attending the meeting via remote participation are your other directors, Mr. C. S. Kong, who's the company chairman, managing director, and CEO; Mr. Jim Kong, also an executive director; Mr. Terence Teo, one of our non-executive directors; and Ms. Jocelyn Leong, our other non-executive director. Also in attendance is our company's lead auditor from Grant Thornton, Lorenzo Stella, and senior members of our management team in Kuala Lumpur.
In housekeeping, the meeting will accept questions from shareholders via the Q&A pod, and that can be found at the bottom of your screen by clicking the button that says Q&A. We will attempt to get to the questions as we go through the end of the meeting after we've put through the formal business. Having satisfied myself that there is a quorum in attendance and the meeting is able to conduct the business as set out in the notice of meeting. As the notice of meeting was dispatched to shareholders with the required timeframe, we will take the notice as being read. In relation to proxies that have been received, we received from 16 shareholders for a total of 1.33 billion votes. These proxies, together with online polling, will determine the result of the resolutions, and these determinations will be announced at the end of the meeting.
At the completion of putting forward the resolutions for consideration at this meeting, the directors will be pleased to answer questions submitted prior to the meeting from shareholders and any other questions that come in through the meeting. We're going to open the polling now, so polling on resolutions is now open, and will close towards the end of the meeting. I will provide notice of five minutes before polling to close to ensure that you have the opportunity to cast your vote. I remind you that only shareholders with holdings registered on the ASX are able to participate in the polling at this time, with all other holders' votes being received through the proxy appointed by the CDP on behalf of the shareholders with holdings registered on the SGX.
ASX holders who have not appointed a proxy wishing to vote must follow the instructions provided for voting through the Extend Meeting portal. The link to the Extend Meeting portal is on the first page of the notice of meeting, which is provided as part of the documentation. If you have any issues accessing the meeting portal or on voting, you can call Extend on the Sydney number or the Australian number +61 02 8591 8509. Please do reach out to Extend if you are finding any issues with voting. Turning to the financial reports, shareholders will have received a copy of the director's report, financial statements, remuneration report, and auditor's report for the year ended 31st of December 2024. There is no requirement under the Corporations Act for shareholders to approve these reports, and I'll hold over discussion on these until general business.
At this point, I'll start presenting the resolutions. Resolution One, in accordance with Section 250R(2), Subsection 2 of the Corporations Act 2001, the company is required to table the remuneration report, which is contained within the directors' report in the company's annual report, at the general meeting of the company, where it must be subject to a non-binding shareholder vote. I now present the resolution that the remuneration report for the year ended 31st of December 2024 is hereby adopted. We note that the resolution is advisory only and does not bind the company in any way. I will be voting proxies on the resolution which have not expressly directed the chairman to vote in a specific way in favor of the resolution as outlined in the notice of meeting.
Proxies received in relation to the resolution are 4,830,753,589 against 5,447, abstained 343,026,592, and open to proxies representing shareholders is 3,946. These will be collated with the online voting and result announced prior to the conclusion of the meeting. I refer to Resolution Two on the notice. Clause 15.2 of the company's constitution requires that one-third of the company's board of directors, excluding the managing director, shall retire by rotation at the company's AGM every year, and if eligible, may offer themselves for re-election.
If the number of directors is not a multiple of three, then the number nearest one-third, rounded upwards in the case of doubt, shall retire from office. Provided always that no director except the Managing Director shall hold office for a period in excess of three years or until the third AGM following his or her appointment, whichever is the longer, without submitting himself or herself for re-election. The directors to retire at an AGM are those who have been longest in office since their last election, but as between persons who became directors on the same day, those to retire shall, unless otherwise agreed among themselves, be determined by drawing lots. A director who retires by rotation under the constitution is eligible for re-election. So I now present the resolution that Mr.
Pak Lim Kong, who retires as a director of the company in accordance with Clause 15.2 of the company's constitution and being eligible, offers himself for re-election, be and is hereby re-elected as a director of the company. Proxies received in relation to the resolution are 4,133,028,954 against 101, abstained nil, and open for the proxy holders' discretion 3,946. Proxies that are open to the chair will be voted in favor of the resolution. Once again, they'll be collated with the online voting and announced prior to the conclusion of the meeting. As I'm the subject of Resolution Three, I will invite Mr. Teo to take the chair and to present the Resolution Three.
Thank you, Stuart. I'll take over for this shot. Ladies and gentlemen, Resolution Number Three. I refer to Resolution Number Three on the notice. As previously noted, Clause 15.2 of the company's constitution requires one-third of the company's board to retire by rotation. As the board has four members other than the Managing Director, and the constitution requires two directors to retire at this meeting to meet the one-third requirement. I now present the resolution that Mr. Stuart Alexander Third, who retires as a director of the company in accordance with Clause 15.2 of the company's constitution and being eligible, offers himself for re-election, be and is hereby re-elected as a director of the company. Proxies received in relation to the resolutions are 4,133,028,954 votes against 101, abstained nil, open 3,946. Proxies open to the chair will be voted in favor of the resolution.
These will be collated with the online voting, and the result will be announced prior to the conclusion of this meeting. Stuart, please take over as Chairman. Thank you.
Thank you, Mr. Teo. We have presented all resolutions that are contained within the notice of meeting, so we can move now to general business. I now open the meeting for discussion and any questions shareholders may have and to reply to the questions received. Questions will be answered and discussed as permitted by the meeting and within the limits of commercial confidentiality, and noting our requirements in relation to releasing information that has not been previously announced to market. A reminder that the questions can be asked via the Q&A pod located at the bottom of the screen. I am going to start with the questions that we received prior to the meeting, and I will work through those as we go. The first question that we received is, oops, my screen.
Given the sharp increase in value of unbuilt sales following the launch of Duo Tower and Bamboo Residences, and the fact that these major properties are not due to complete for two to three years, can we expect gross profits from property sales to be much higher than recent years due to progressive recognition of profits on these properties? The answer to that question, the unbuilt sales will be recognized progressively over the construction period of the respective projects until they're fully completed, and that will be done in line with the accounting standards revenue recognition requirements. Next question, the gross profit margin from developing activity was 36% in financial year 2024, down from 42% in financial 2023. What was the reason for the decrease, and is it expected to recover?
Our answer to that question is revenue in financial 2023 included a substantial portion from sales of completed inventories, which typically are at higher margins. Financial year 2024 was predominantly from projects under construction. Our next question, what percentage of Aster Hill, Bamboo Residences, and Duo Tower have been sold as at 31st of December 2024? Those are 63% for Aster Hill, 65% for the first two blocks of Bamboo Residences only. There is a third block to be dealt with in that project, and 10% of Duo Tower have been sold as at 31st of December 2024. A question in relation to the dividend policy. Could you please explain the dividend policy? In particular, could you please explain the reason for the decrease in dividend for financial 2024, AUD 0.025 versus AUD 0.04 in financial 2023, despite an increase in earnings per share?
The answer, the directors took into account the reduced dividends during the COVID period when the financial 2023 dividends, when determining the financial 2023 dividends, and increased that dividend to provide the shareholders with the approximate amount of the reduction during the COVID period. The directors then determined to return to the traditional level of dividends for financial year 2024, also with cash being conservatively conserved for upcoming projects. Next question, on the balance sheet, are the UOA REIT property values fully consolidated? For example, does investment properties include the full value of UOA REIT properties, or does it reflect the 33% ownership share? If it is the full value, is the 67% removed in the non-controlling interests?
Due to the understanding of control within the accounting standards, it is fully consolidated with the non-controlling interest line at the bottom of the balance sheet reflecting the portion that relates to the non-controlling interests. Okay. The next question, would you consider an element of share price performance or alignment with shareholder value creation in the bonus payments or key management personnel? All key management staff received 100% of available bonus according to Clause D in the remuneration report, and do you believe this is appropriate based on the share price trading at less than half of NTA? Management continues to work on creation of value for shareholders through its projects and business development. Net tangible asset backing has trended upwards and is currently higher than it was during the COVID period. The market operates independently to management, and share price is a function of shareholders' view of the company.
Management has very little control over what shareholders perceive to be the value of the shares underlying. Moving into the next question, beyond Aster Hill, Duo Tower, and Bamboo Hills, what other big projects are in the pipeline? What about the Vietnam joint venture? There's not been much discussion in this in the past 12 months. Okay. Our subsidiary, UOA Development Bhd, recently announced a land acquisition in the state of Johor for future development. So there are projects coming online. The Vietnam joint venture remains in progress. It is currently underway, but due to the nature of that particular venture, revenues and profits will be recognized at the end of the venture. There will be more information on that as they come through.
Next question, in the 2023 annual report released in March 2024, the Laurel Residence was quoted as expected to be completed in financial 2026 in 21-33 months. It was completed less than nine months later. How is this possible? Are the estimated completion dates listed for current developments accurate? All project completion timelines are estimated at the beginning of the project, and to avoid confusion, we do not normally revise the timelines as the project progresses as, again, in time, may subsequently be eroded by delays occurring or vice versa. Laurel Residence was actually managed to be completed ahead of the estimated timeline and hence recognized much sooner than originally planned. Next question was based on note 11. Am I correct to assume that around AUD 740 million is held in Australian dollars, the vast majority of the AUD 803 million in cash and cash equivalents?
What is the return achieved on the AUD 606 million in short-term funds held in fixed income securities and money market instruments? Note 11, this disclosure refers to foreign currencies held by operations in the four different segments of the group other than the local currencies, functional currencies for each area. For example, operations in Malaysia, Singapore, Vietnam holding US dollars, and Australian operations holding Singapore, US, and Malaysian currencies. The return ranges from 1.9%- 3.52% for the year. Next question, are the loans referred to in note 18, investment properties, a AUD 203 million loan over UOA two parcels, the same as the term loans shown in note 23? The answer, the loans shown at note 18, investment properties are for the REIT buildings and Vietnam Tower, not just UOA two parcels.
Note 23 cross-references the same loans in note 18, but also includes hire purchases relating to vehicles and construction equipment, as well as other business loans from our non-wholly owned subsidiaries. The next question, why do we hold any loans when we have such a large cash balance? I assume the interest paid on the term loans is higher than we receive in cash of 2.64%, or are these loans held within the UOA REIT? The last part of the question answers it for us. The loans are mainly within the UOA REIT. Just a couple more pre-questions that we had. What is the difference between the freehold and leasehold stratified properties of AUD 118 million in note 17A and investment properties or inventories? The freehold and leasehold refer to the tenure of the land.
Freehold refers to ownership in perpetuity, while leasehold refers to the right of use land for a certain period, typically 99 years for state land. Investment properties and inventories are classifications of properties where the former is held for long-term recurring income, while the latter is for sale as required by accounting standards. Note 17A are buildings classified as property, plant, and equipment, which are depreciated and never fair valued in accordance with the relevant accounting standards, and are buildings used to generate business income. Investment properties are buildings deriving passive income through rent. What is the current occupancy of the UOA Tower in Vietnam? Has it increased further from 85% at December 2024? The annual report mentions increased rent, and what is the order of the magnitude? We're happy to report that the UOA Tower has now achieved occupancy of 97.66%. I'm working through that.
Question 14, why do shareholders not receive the dividend until June, which is more than five months after year-end? The parent entity considers the group's operations and awaits the decisions of the boards of its subsidiaries to ensure the dividend intention across the group remains consistent. We note that the dividend of UOA Development Bhd must be approved by shareholders prior to payment. In order to ensure consistency within the group and to provide the time for the dividend flows within the group, the company awaits confirmation of the approval of the UOA Development Bhd dividend to be paid before making payment of the parent company dividend and considers the timing of the dividend in this way necessary. The last of the pre-questions was gross development value of Bamboo Residences and Duo Tower increased significantly in financial year 2024 annual report.
As an example, Bamboo Hills increased to MYR 505 million from MYR 448 million in the previous year. Is this just exchange rate, or does it reflect increased property values in local currency based on market movements? Significant movement in the exchange rate as at 31st December 2023 compared to 2024 has had some significant impact on the balance sheet. The devaluation of the AUD against other currencies, including the Malaysian ringgit, which the Bamboo Hills development has recorded, has increased the reported value of the projects. Note that projects under development are recorded at cost values, and as such, market valuations in underlying value are not considered or adjusted within the balance sheet value unless a project is considered to be impaired.
The impact on profit and loss items was not as significant as the devaluation of the AUD occurred towards the end of the year, allowing the average rate for the year to be reasonably consistent with that of the prior year. For example, the AUD conversion to Malaysian ringgit averaged 2.996 for 2024 compared to 3.0237 for 2023. A reasonably small difference between the two, whereas the spot rate conversion used for balance sheet assets at 31 December was 2.771 for 2024 compared to 3.125 for 2023. We can see that there was a significant difference in the exchange rates at that point in time. Okay. At this point, I would say to our team at Excel, sorry, advise all shareholders that we will close the polling within the next three minutes.
At 10:25, we will close the polling and ask you to have your vote in before that if not already done so. Okay. We've got some questions coming through on the Q&A pod as well. We'll start off with, I'm just looking at, all right. Just confirming with notes that are coming through at the same time. We have a question: why is the DRP pricing period set before the ex-dividend date at odds with virtually every other listed company? The board feels that setting the pricing period before the ex-dividend date gives those people with the opportunity to acquire or dispose of shares as they see fit in relation to the trading that is going, the limited trading that does actually go on.
It gives an opportunity for others to know what the dividend will be before it, sorry, the dividend price will be before the shares, sorry, before the ex-date arrives. Next question was, could we please hold next year's AGM as a hybrid meeting, both physical and virtual? Why did we not offer a physical option this year? We have considered the holding of a hybrid meeting each year since the COVID restrictions have been lifted. We are looking at a couple of things in relation to that. The majority of our shareholders are within Malaysia, so if we were to consider that, we would be considering a return to holding the physical meeting in Malaysia. There are a number of shareholders within Australia, Singapore, and in other countries around the world that we feel are better served by holding the virtual meeting.
We don't believe that the holding of a hybrid meeting will enhance that in any way. All people who are able to attend the meeting online will be able to ask questions and participate within the meeting as they would at a physical location. There is also a considerable additional cost factor in holding a physical meeting in addition to holding the virtual meeting at the same time, so the hybrid meeting. The company does still look at cost value in relation to those. Once again, we do take that on board. The board will consider the format of the meeting each year as we did this year and last year as we come to plan for the AGM in 2026. We do consider that. We do consider holding a physical.
We do consider holding a hybrid, and we do consider holding a virtual meeting as part of our planning processes in each year as they come up. We will continue to ask those questions and advise those going through. Okay. All right. Just moving on to the next questions. Okay. Turning to a question that does come forward pretty much each year, the company continues to do well operationally, and the shareholder thanks management for that. However, the gap between the share price per share and NTA is large, and liquidity is terrible, buying even a few thousand shares on the ASX boosts price significantly. There are actions, example, on or off-market buybacks that management could do to help these issues. Does management plan to do any of these things?
One of the issues that we have with United Overseas Australia is that the company is not solely an Australian tax resident. It's a dual tax resident of Australia and Malaysia, which provides complications in relation to doing on-market buybacks or returns of capital or anything that impinges on what could be considered partial dividends and those types of things. The complex nature of that was demonstrated when we did the 8% return of capital several years ago when the ATO decided that rather than a return of capital, it was to be mainly treated as a dividend. From that, it makes it much more difficult for UOA to plan in relation to on-or-off-market buybacks or returns of capital in that way. In relation to that particular aspect of it, we are considering that. We do look at the potential tax issues that arise from that.
As we currently, as I said, dual resident, we end up in a very difficult tax position to undertake these corporate actions. All right. Okay. The next question has come through. We mentioned that management have no control over the share price. Could we explain the investor relation activities that take place to educate the market on UOA's? Essentially, we do have an investor relation team that comes through the website. Any questions that are submitted by investors of UOA to that query line are answered and answered to any investor who seeks answers to questions that they do have. Once again, we will be limited in relation to what we can do through commercial sensitivity and not being able to release market-sensitive information unless we have made an announcement. We do have the investor relations team looking at those questions as they are coming through.
As a follow-up on that question, there was, for example, failure to update the market on completion dates of properties when they are well ahead of schedule is not a proactive attempt to educate the market and promote share price performance. As I explained in the previous answer to a question, we don't update the timeline of projects as they go through because gains in a project can be wiped out by a delay in the same project as it's going through. If we were announcing that projects were in front of target and are expected to complete early, and we then have a project delay, we then have to correct the market and readvise what the outcome, what the potential delay is in relation to the timing of the projects.
We tend to announce and keep the information going through in relation to the projects as and when we report in the financial reporting cycle. I do note that we do release the quarterly reports of UOA Development Bhd on the ASX platform so that shareholders do get a sense of what projects are performing through the announcements of the quarterly results of our main subsidiary, which does undertake the developments within Malaysia. Okay. Just following up on. Okay. In relation to the investor relations department, we've been asked how big is the investor relations department. We have our team in KL for this purpose containing three people who are able to manage the inquiries that are coming through. I do not have the information on how many inquiries came through in financial 2024. That is something that we do not have at hand at this point in time.
All right. At this time, I might just invite Mr. Kong. Mr. Kong, would you like to say anything in relation to the company and its outlook for the next period?
Can you repeat the question, Stuart?
Sorry, Mr. Kong, would you like to provide any update in relation to the company and the projects that it's underway at the moment?
The thing in Malaysia, we are doing the project in Johor, which we have never done before, but because of the demand of the houses there due to the transport system from Singapore to Johor, they call it rapid transit system. We see the opportunity, and then we have ventured into it. I think we foresee we could be doing very well for that project because of the location which we have chosen. I think that's good news for the company.
Beside that, I think we still continue what we have in KL. We are still continuing with one project we feel is good for the market. Yeah.
All right. Thank you, Mr. Kong. At this point in time, there's no further questions that have come through. What I will do is confirm that the polls were closed and that with the proxy votes that were already in play, all resolutions will have passed. The final numbers for the voting of those resolutions will be released as normal in the ASX announcement, which will follow the conclusion of this meeting later this morning. There being no further business that can properly be brought forward to the meeting, I formally declare the meeting closed, and thank you for your continued support and interest in the affairs of your company. I formally declare the meeting closed at 10:36 A.M.
Thank you
Thank you, Stuart.
Thank you.