PRG Holdings Berhad Annual Report 2018

Notes: 1. In respect of deposited securities, only members whose names appear in the Record of Depositors on 13 June 2019 (General Meeting Record of Depositors) shall be eligible to attend, speak and vote at this meeting. 2. A member shall be entitled to appoint not more than two (2) proxies to attend, speak and vote at this meeting. A proxy may but need not be a member of the Company. 3. Where a member appoints two (2) proxies, the member shall specify the proportions of his/her shareholdings to be represented by each proxy failing which, the appointment shall be invalid. 4. Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. 5. To be valid, the original proxy form, duly completed must be deposited at the registered office of the Company at Suite 11.1A, Level 11, Menara Weld, 76 Jalan Raja Chulan, 50200 Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the meeting or at any adjournment thereof. 6. If the appointor is a corporation the proxy form must be executed under its common seal or under the hand of an officer or attorney duly authorised. 7. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Securities, all resolutions set out in the Notice of this meeting will be put to vote by way of poll. 8. The Audited Financial Statements for the financial year ended 31 December 2018 are laid in accordance with Section 340(1)(a) of the Act for discussion only and do not require shareholders’ approval. As such, this item will not be put forward for voting by shareholders of the Company. Explanatory Notes on Special Business 9. Retention of Independent Non-Executive Director The proposed resolution is to seek shareholders’ approval to retain Mr. Lim Chee Hoong as Independent Non-Executive Director of the Company. The Board of Directors have assessed the independence of Mr. Lim and is satisfied that there were no issues of independence as he continues to provide unbiased, objective and independent views and judgement in Board deliberations. In arriving at its view, the Board has considered the following factors: (i) Confirmation and declaration by Mr. Lim that he fulfills the criteria of an Independent Director prescribed under Paragraph 1.01 of the Main Market Listing Requirements of Bursa Securities; (ii) Confirmation and declaration by Mr. Lim that he has no conflict of interest with the Company and has not been entering/is not expected to enter into contract(s) especially material contract(s) with the Company and/or its subsidiary companies; (iii) Mr. Lim is currently not sitting on the board of any other public and/or private companies having the same nature of business as that of the Company and its subsidiary companies; and (iv) He has not been involved in any business or other relationship which could hinder the exercise of independent judgement and objectivity to act in the best interests of the Company. 10. Authority for the Directors to issue shares This proposed resolution, if passed, will empower the Directors of the Company to issue and allot new shares in the Company at any time, at such price, to such person or persons, upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit (“General Mandate”), provided that the number of shares issued pursuant to this General Mandate, when aggregated with the number of shares issued during the preceding twelve (12) months, does not exceed 10% of the total number of issued shares of the Company at the time of issue. This renewed General Mandate, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company. The General Mandate procured and approved in the preceding year 2018 which was not exercised by the Company during the year, will expire at the 2019 AGM of the Company. With this renewed General Mandate, the Company will be able to raise funds expeditiously for the purpose of funding future investment, working capital and/or acquisition(s) without having to convene a general meeting to seek shareholders’ approval when such opportunities or needs arise. 173 PRG HOLD I NGS BERHAD notice of eighteenth annual general meeting (continued)