Ladies and gentlemen, welcome to the resumption of the adjourned annual general meeting of the company for the 2025 year. My name is Stuart Third, one of the Non-Executive Directors and Company Secretary of United Overseas Australia Ltd. I've been appointed by the board to be the Chairman for this meeting. On behalf of the board, I welcome you to this virtual meeting and acknowledge the inconvenience to shareholders the adjournment of the meeting may have caused. Attending this meeting via remote participation are your other Directors, Mr. Pak Lim Kong, Executive Director and now Interim Chair and Managing Director, Mr. Terence Teo, a Non-Executive Director, Ms. Jeslyn Leong, also a Non-Executive Director, and Mr. Dickson Kong, another Executive Director. Also in attendance are our company's Lead Auditor, Brooke Burgess, from Grant Thornton, and senior members of our management team in Kuala Lumpur.
Before we commence the business of the meeting, I'd like to note the passing of one of our Co-Founders, Mr. C.S. Kong, as was announced yesterday. To say Mr. Kong was well respected and a valued member of the company's executive is an understatement. He served with exceptional distinction and integrity, providing steadfast leadership and strategic guidance throughout his tenure as Managing Director. Let us take a moment to reflect and remember Mr. C.S. Kong. Thank you for that. Mr. C.S. Kong will be sorely missed by all who knew him. The board sends their condolences on behalf of the company to his family during this difficult time. Some housekeeping matters. The meeting will accept questions from shareholders in attendance via the Q&A pod that can be found at the bottom of the screen.
Turning to the business of the meeting, I have satisfied myself that a quorum is 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 within the required timeframe, we will take the notice as being read. Proxies have been received from 17 shareholders for a total of 1.37 billion votes. These proxies, together with online polling, will determine the result of the resolutions, and these determinations will, subject to the completion of the collation of the vote, be announced at the end of the meeting. If collation of the votes has not been completed before the end of the Q&A, the results will be announced via the ASX and SGX announcements platforms as usual.
At the completion of putting forward the resolutions for consideration at the meeting, the Directors will be pleased to answer questions submitted prior to the meeting from shareholders and any other questions which are received online during the meeting. The polling is now open. Polling on resolutions is open and will close towards the end of the meeting. I will provide notice of five minutes before polling will close to ensure you have the opportunity to cast your vote. I remind you that only shareholders with holdings registered on 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 SGX. ASX holders who have not appointed a proxy wishing to vote must follow the instructions provided for the voting through the XCEND Meeting Portal.
Turning to the substantive business, financial reports. Shareholders will have received a copy of the directors' report, financial statements, remuneration report, sustainability report, and the auditors' reports on both the financial statements and the sustainability report for the year ended 31 December 2025. There's no requirement under the Corporations Act for shareholders to approve these reports, and I'll hold over discussion on these reports until general business. Looking at the resolutions, I refer to resolution one on the notice. In accordance with Section 250R, 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 31 December 2025 is hereby adopted.
Note that this resolution is advisory only and does not bind the company. 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 this resolution are for 509,718, against 893,063, abstained 135,291,912, and open to the chair or proxy holders, 142,399. These will be collated with the online voting and result announced as noted earlier. Looking at Resolution 2, 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, they may offer themselves for re-election.
If the number of directors is not a multiple of three, the number nearest one-third, rounded up in 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 that have been longest in office since their last election, but as between persons who have become directors on the same day, those to retire shall, unless they otherwise agree among themselves, be determined by drawing lots. A director who retires by rotation under the constitution is eligible for re-election.
I now present the resolution that Mr. Chee Seng Teo , 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: for, 1,372,258,036. Against, 813,063. Abstained, nil, and open to proxies is 142,399. Proxies open to the chair will be voted in favor of the resolution. These will be collated with the online voting and result announced as advised. I refer to Resolution three on the notice and noting Clause 15.2 of the company's constitution again, as we have four members other than the Managing Director, the constitution requires two to retire at this meeting to meet the 1/3 requirement.
I present the resolution that Ms. Jeslyn Jacques Wee Kian Leong, who retires as a Director of the company in accordance with Clause 15.2 of the company's constitution and being eligible, offers herself for re-election, be and is hereby re-elected as a Director of the company. The proxies received in relation to the resolution are: for, AUD 1,372,258,036. Against, AUD 813,063. No abstentions, and open to the proxy holders, AUD 142,399. Proxies open to the chair will be voted in favor of the resolution, and will be collated with the online voting. Resolution 4 on the notice. Pursuant to Clause 15.4 of the constitution, a director who is appointed by the board holds office until the next annual general meeting, at which time they must retire, but if eligible, may seek re-election.
A director seeking re-election in these circumstances is not counted as part of the director rotation requirement under Clause 15.2 outlined above. Mr. Kong Sze Hou, who was appointed by the board on the 7th of April 2026, retires from office and being eligible seeks re-election as a director of the company. I put forward the resolution that Mr. Kong Sze Hou, who was appointed as a Director of the company in accordance with Clause 15.4 of the constitution on 7th of April 2026, and who retires pursuant to that clause, being eligible, offering himself for re-election, be and is hereby re-elected as a director of the company. Proxies received in relation to the resolution are: for, 1,372,258,036. Against, 813,063. Abstained, nil, and open to the proxy holders is 142,399.
Proxies, again, that are open to the Chair will be voted in favor and will be collated with the poll result. The fifth resolution, the company became subject to the new sustainability reporting requirements for the year ended 31 December 2025, requiring the appointment of an auditor to undertake a review of the company's sustainability report. Grant Thornton Audit Pty Ltd was previously appointed as the company's auditor under the Corporations Act to audit the company's financial report. As the original appointment was made prior to the implementation of the sustainability reporting requirements, the company has decided to confirm the appointment of Grant Thornton Audit Pty Ltd to the additional engagement at this meeting. As the directors appointed Grant Thornton Audit Pty Ltd to fill a casual vacancy, the appointment is required to be confirmed at the next AGM of the company.
The company has received a nomination under Section 328B of the Corporations Act from a member of the company to appoint Grant Thornton Audit Proprietary Ltd as the company's auditor, and a consent to act as auditor of the company duly executed by Grant Thornton. I present the resolution that for the purposes of Section 327C of the Corporations Act, and in confirmation of the appointment made by the directors under Section 327B of the Corporations Act to fill a casual vacancy, Grant Thornton Audit Proprietary Ltd, having been nominated by a member of the company, being qualified to act as auditor of the company and consented in writing to act, be appointed as a statutory auditor of the company. Proxies received in relation to this resolution are for, 1,373,071,099, against, nil, abstained, nil, and open to proxies, 142,399.
Again, I'll be voting any proxies open to the chair in favor of the resolution. That's the presentation of all of the resolutions of the meeting. I will now open the meeting for discussion and any questions that shareholders may have. Questions will be answered and discussed as permitted by the meeting and within limits of commercial confidentiality. A reminder that questions can be asked via the Q&A pod located at the bottom of the screen. I'll be tending to questions to begin from the shareholders that were received prior to the meeting and are presenting those as the starting point. I will also draw your attention and say that the polls will close in five minutes. Anybody who wishes to vote should vote, and the polling will close at 10:20 A.M. on the dot, regardless of whether we're continuing to answer questions.
I'm doing that so the result may be collated in time. Okay. Moving to the questions and answers that have been received. Okay. A question received prior to the meeting. What was the driver of the significant revaluations in financial year 2025 in Malaysia? Is it related to specific investment or development properties or more broad-based? The fair value gain in financial 2025 was mainly as a result of adjustment in value of investment properties in Malaysia. There is a detailed listing of the revaluations of the Malaysian properties announced on the Bursa Malaysia on 25th of February by UOA Development Bhd, which is publicly available for that to be seen. Moving to the next question. The segment note shows around AUD 1.7 billion in the investment segment, but only a profit of AUD 23 million. This represents 1.5% return.
Could you please provide more clarity on what is included in this segment and the reason for the low return? Our response, the operating segments are classified by nature of the subsidiaries rather than the nature of the business activities. Only results derived from pure investment subsidiaries will appear in the investment segment. As some subsidiaries are classified as developer in nature, do own investment properties, their income derived from investment properties will appear under land development and resale instead of investment. The value of their investment properties appears under the same investment properties line in the balance sheet. There is unfortunately a little disconnect between the balance sheet line item and the segment reporting segments.
The next question, could you explain how the ROE and ROA is calculated in the shareholder returns table on page 12 of the annual report from the financial statements their profit attributable to shareholders is AUD 147 million, and equity attributable to shareholders is AUD 2.115 million, and can produce a different result. The return on equity was derived from the profit before tax excluded finance costs and share of profit of associate companies against the total equity attributable to owners to parent.
We take note that this does cause confusion and shall amend the ROE presentation in the next annual report. The next question, can you discuss whether you expect any operating leverage as other revenue from hospitality, rent, parking, et cetera, grows? I note the general administration expenses increased by AUD 30 million, which is equivalent to the increase in other revenue, which suggests that there is Ltd operating leverage.
Can we also explain what is included in other expenses and why it doubled? Our answer is, apart from increase in property maintenance costs arising from factors such as change in electricity tariff and raise in the statutory minimum wage, there were several one-off expenses during 2025, such as additional contribution to maintenance funds for the purpose of asset enhancement initiatives and upgrading of car park systems to license plate recognition. These other increases were in line with increased operating activities.
The increase in other expenses were mainly one-off items for the year. Next question. Could you confirm the share of profits from the Sycamore project are appearing in the share of profits from associates line in the P&L? Could we provide a progress update for this project and outline the accounting treatment for recognition of profits? For example, are they profits recognized progressively or on key project milestones are completed?
Revenue from projects is recognized in accordance with the applicable accounting standards as outlined in Note 1K to the financial statements. Revenue is recognized over the period of the contract by reference to the progress towards completion, a complete satisfaction of that performance obligation. Progress is measured based on the group's efforts or inputs to the satisfaction of the performance obligation, such as by reference to the property development or contract costs of the contract, also known as the stage of completion. The profit is recognized under share of profit of associate companies upon completion. The next question: could we confirm the accounting treatment of Millennial Tower and Parc Tower in Vietnam? Are profits progressively recognized or as one-off profits on completion? Will they be shown as a fair value adjustment to investment properties with other income or as gross profit on the income statement?
I draw attention back to the revenue statement, the revenue standard that we have to prepare the accounts under, and note that it will be recognized on stage of completion. The two towers are investment properties where the fair value adjustment will be recognized on completion. Moving through to the next question: is the Vietnam strategy evolving from isolated developments into a scaled long-term platform business? If so, what does success look like for us in the market? Vietnam continues to be a potential source of interest for the group, development projects and investments in Vietnam will continue to be assessed on their merits. The potential for future projects in Vietnam remains open, with a current focus on providing improved Grade A building projects for domestic and international business operating in Vietnam.
The next question. The development pipeline to FY 2028 is significant. UOA's share of total GDV, taking into account the owner shares in joint ventures, is around AUD 2 billion by the shareholders calculation across several projects. How much value in unrecognized profit will this portfolio deliver over the period 2026 to 2028? Our answer is the unbilled sales was approximately AUD 230 million in December 2025, which will be progressively recognized over the construction period of the respective projects. Some other questions around the finance, the results. The gross profit margin development activity was approximately 2% lower in FY 2025 compared to 2024. What was the reason for the decrease? What is the expectations? Rising material costs coupled with competition in the market suggest that there may be a challenge in passing costs on to our purchasers, which may potentially result in some margin compression.
This will obviously be monitored as our projects develop. A question in relation what percentage of Aster Hill, Bamboo Hills Residences, and Duo Tower have been sold at December 2025. Aster Hill is now 74% sold, Duo Tower 39%, and Bamboo Hills is at 63%. Beyond those three projects, what other big projects are in the pipeline? Our subsidiary, UOA Development Bhd, recently launched a project in the state of Johor, named Aethera Residences. We are also constructing two office buildings in Vietnam. In relation to UOA Tower, the occupancy rate at the end of December, it's 85% in 2024. We're pleased to report that it's now fully occupied. All right. I'm just going to pause to see what other questions we have coming through. Okay. Some of the questions that are coming through appear to be what we threw. Questions still received pre-meeting.
How concerned generally is the board about the price-value disconnect? This is in reference to the share price versus the net tangible assets. The board has considered this from time to time and notes that despite the group's performance, the share price remains stubbornly below NTA. We look to shareholders to drive that value and interest in the company, particularly when the company is performing well. A question as to why we continue to operate the dividend reinvestment plan. The dividend re-investment plan is continuing so as to provide the option to shareholders who wish to participate and grow their holdings. The group's capital is maintained on a conservative basis in order to able to move quickly when opportunities arise for value acquisitions for the group.
A question that we receive often is given that we are trading at a discount to NTA and hold significant cash reserves, have we looked at conducting an off-market buyback in relation to the shares? The cash reserves are held to maintain project and acquisition funding with minimal requirement for debt facilities. UOA's strong liquid balance sheet provides quick access to funding when required and provides the group with the ability to move on acquisitions for future development projects when they arise as well. The group looks at where cash can be held in order to support its investment decisions. A question regarding dual listing and the long-term vision for the public float. The dual listing has provided opportunity for investment in the company in both Australia and Singapore, with each listing providing shareholders the choice of market in which to trade.
There is no intention at this time for the company to be delisted from either exchange or as a whole. A question in relation to holding the meetings as a virtual format. Why have we determined to hold it as virtual only instead of hybrid? Why are the transcripts not available? The Board has determined that virtual meetings are the best option for the company, given the wide distribution of shareholders. Prior to COVID, the AGM was held as a physical meeting in Malaysia only, given the greater number of shareholders residing there. Having the ability to now conduct meetings virtually, the ability of any shareholder to attend the meeting is made easier through the virtual meeting platform.
A hybrid meeting would result in additional costs, which the company does not believe derives any additional benefit to shareholders, considering the likely location for the physical component of the meeting would be in Malaysia. Prior to COVID, when physical meetings were undertaken, no transcripts or recordings were available to shareholders. The company has not yet considered to provide transcripts or recordings of the meeting since moving to a virtual format, but may do in future. Turning to questions that have received as we've come through. There was a question in relation to the share price versus NTA, and a buyback, which we've answered. A question in relation to paying dividends versus the buyback. Once again, it's something that we are looking at considering.
Given the nature of the company and its own dual tax status, the buyback is a more complex situation rather than what would seem to be a simple and straightforward process. Okay, I will ask either Kang Beng or maybe to come through on this one. There was in relation to the Sycamore development, is there any update that we can provide on that investment? Sorry to throw that one to you. Could either Kang Beng or Kim?
Perhaps. Dickson, do you want to take that question instead?
Yep. I think Sycamore is our joint development with CapitaLand. I think we are in the last phase right now. All the previous phases have been 100% sold. We are expecting for the results to come in quite nicely in the next couple of years. Thanks.
Thank you, Dickson. We've answered the question in relation to DRP. This question I will look at and take notice on. Right. Okay, an interesting question coming through. Thank you to the shareholder for the condolences on being passed on for Mr. Kong's family and friends. A quick two questions, which I'll throw open to whomever might be able to answer. Are our development activities being significantly impacted by fuel availability? The Q1 results for development were down compared to last year. Do we expect the remainder of the year to follow in that vein? Could I open that up to either maybe Kim to or Dickson again on those items?
I think diesel price has definitely increased over the last six to nine months. I think we are seeing some impact in terms of construction cost. I think thankfully as well, most of our projects we've already costed a slight contingency, so I think we are still able to meet most of our budgets. I think the company will take more efforts in terms of trying to manage our costs more efficiently. I don't see there to be any very significant impact. Yeah.
Okay. Thank you, Dickson. All right, a couple of last questions to come through. Could we comment on the market conditions in Kuala Lumpur at the moment? What drove the negative revaluation of your development in the first quarter as was released?
Okay. Maybe I would take that question, Kang Beng.
Thank you.
Right. I think that was, in fact, an adjustment for a mistake that was recognized end of last year. What happened was, the project in Bamboo Hills, towards the end of last year, there was actually a revaluation done upon completion. The cost was not fully recognized, hence, in a way, there was actually a overrecognition of the fair value gain last year. What we put in this year was mainly a reverse of what was recognized last year when the full cost came in towards beginning of this year.
Okay, thanks, Kang Beng. The present market in KL?
Right. The present market in KL still.
Okay.
Perhaps there will be a little bit more selection, or rather, a little bit more focus on a project that has got better value propositions. Hence, for this year, for us, we have only launched a project in the state of Johor. Of course, we still have parcels of lands in Kuala Lumpur. When times are right, we will look into launching these projects.
Great. Thank you for that.
Thank you. I think that's all from.
Yeah. One final question that we have. What the remaining development potential at Bangsar South following completion of Duo Tower, is there remaining land for development in the area? We can provide some more details on pipeline for this segment.
Yeah, maybe I'll take that question.
Yeah, we still have.
No, go ahead, Kang Beng. Go ahead.
You want to take that, Dickson?
No, it's okay. You can go ahead.
Okay. I think in Bangsar South, we still have about another 20 acres to go. There will be other project that is going to be launched, of course, we are going to be timed in accordance to the market.
Great. Thank you for that. I think we've covered the questions that have come through. I'll just check in with our friends at XCEND. Have the votes been able to be tabulated in this time, or shall I proceed to close the meeting and make the announcement after the event?
Hi, Stuart. We'll send it through after the meeting.
Appreciate that. Thank you very much. I will thank everybody for their perseverance in having to come back for the adjourned meeting, and thank everyone for their patience in relation to that. We thank you for your attendance and your interest in the company. There is no further business that can be conducted at the meeting, so we will make the announcement of the results shortly after the meeting. I now formally declare the meeting closed. Thank you once again for your support and interest in the company