PRG Holdings Berhad Annual Report 2020

Notice of Twentieth Annual General Meeting cont’d EXPLANATORY NOTES ON SPECIAL BUSINESS: 11. Retention of Independent Non-Executive Director (Resolution 5) The proposed resolution is to seek the shareholders’ approval to retain Mr Lim Chee Hoong, who has served the Board as Independent Non-Executive Director of the Company for more than 12 years. 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 justifications 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 Paragraph1.01 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. 12. Authority for the Directors to issue shares (Resolution 6) This proposed resolution, if passed, will renew the authority given to and empower the Directors of the Company to issue and allot new shares in the Company at any time, 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 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 will enable the Company to raise funds expeditiously for the purpose of funding future investment, working capital and/or corporate proposals without having to convene a general meeting to seek shareholders’ approval when such opportunities or needs arise. The Company undertook a 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”). Pursuant to the Private Placement, a total of 26,556,700 Placement Shares have been issued and the total proceeds raised amounting to RM9,555,006.26 have been utilised in the following manner:- Total Proposed Proceeds Actual Utilisation Received Utilisation Deviation Purposes (RM’000) (RM’000) (RM’000) (RM’000) Repayment of borrowings 2,211 - - - Working capital 8,433 3,144 3,144 - Part payment for the Kelantan Acquisition@ 10,600 6,360 6,360 - Future potential investment/ acquisition 1,500 - - - Expenses in relation to the Private Placement 220 51 51 - Total proceeds 22,964 9,555 9,555 - PRG HOLDINGS BERHAD 198