NOTICE OF TWENTY-FIRST ANNUAL GENERAL MEETING P R G H O L D I N G S B E R H A D A N N U A L R E P O R T 2 0 2 1 202 (cont’d) EXPLANATORY NOTES 10. Audited Financial Statements for year ended 31 December 2021 The Audited Financial Statements for the financial year ended 31 December 2021 are laid in accordance with Section 340(1)(a) of the Companies Act 2016 for discussion only under the first item of the Agenda and do not require shareholders’ approval. As such, this item will not be put forward for voting by shareholders of the Company. 11. Retention of Independent Non-Executive Director (Resolution 6) The proposed resolution is to seek the shareholders’ approval to retain Mr. Lim Chee Hoong, who has served the Company as Independent Non-Executive Director of the Company for a cumulative term of more than 9 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 7) 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 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 2021 which was not exercised by the Company during the year, will expire at the Twenty-First AGM of the Company. With the renewed General Mandate, the Company will be able 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. 13. Proposed Renewal of Share Buy-Back Authority (Resolution 8) This proposed resolution, if passed, will empower the Company to purchase its own shares and/or hold up to 10% of the total number of issued shares of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the conclusion of the next annual general meeting of the Company. Please refer to the Share Buy-Back Statement for further details of the Proposed Share Buy-Back Authority. STATEMENT ACCOMPANYING NOTICE OF THE TWENTY-FIRST 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 Twenty-First Annual General Meeting of the Company.
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