PRG Holdings Berhad Annual Report 2019

PRG HOLDINGS BERHAD 198 NOTICE OF NINETEENTH ANNUAL GENERAL MEETING cont’d EXPLANATORY NOTES ON SPECIAL BUSINESS: 10. Retention of Independent Non-Executive Director (Resolution 7) The proposed resolution is to seek the 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. The following factors have been considered by the Board in arriving at its view and recommendation: (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. 11. Authority for the Directors to issue shares (Resolution 8) 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. With the 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. Pursuant to the General Mandate procured in the preceding year 2019, the Company undertook the private placement of up to 40,288,200 new ordinary shares (“Placement Shares”) in the Company as announced by the Board on 3 December 2019 (“Private Placement”). As at 13 May 2020, being the latest practicable date prior to the printing of this Notice, a total of 11,828,900 Placement Shares have been issued and total proceeds raised amounting to RM7,000,000 have been utilised in the following manner: Purposes Proposed Utilisation (RM’000) Proceeds received to-date (RM’000) Actual Utilisation (RM’000) Deviation (RM’000) Repayment of borrowings 2,211 - - - Working capital 8,433 1,052 1,052 - Part payment for the Kelantan Acquisition @ 10,600 5,910 5,910 - Expenses in relation to the Private Placement 220 38 38 - Future potential investment/ acquisition 1,500 - - - Total proceeds 22,964 7,000 7,000 - @ On 28 December 2018, PRG Agro Sdn Bhd, a wholly-owned subsidiary of PRG, had entered into a conditional sale and purchase agreement with Alifya Forestry Sdn Bhd for the acquisition of 2 parcels of agriculture land planted with teak trees in Kelantan for a purchase consideration of RM89.20 million, to be satisfied via a combination of cash consideration of RM59.20 million and issuance of 40,295,500 PRG Shares at RM0.7445 each (“Kelantan Acquisition”). The Kelantan Acquisition was approved by PRG’s shareholders at an extraordinary general meeting held on 8 October 2019. STATEMENT ACCOMPANYING NOTICE OF THE NINETEENTH ANNUAL GENERAL MEETING (Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Securities) No individual is standing for election as Director at the forthcoming Nineteenth Annual General Meeting of the Company.