PRG Holdings Berhad Annual Report 2017

• PRG HOLDINGS BERHAD 164 Notice of Seventeenth Annual General Meeting ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the financial year ended 31 December 2017 together with the Directors’ and Auditors’ Reports thereon. 2. To approve the increase and payment of Directors’ fees and benefits payable to the Non-Executive Directors up to RM459,600 from 7 June 2018 until the next AGM of the Company. 3. To re-elect the following Directors who retire in accordance with Article 84 of the Company’s Constitution: (i) Dato’ Hamzah bin Mohd Salleh; and (ii) Lim Chee Hoong. 4. To re-elect the following Directors who retire in accordance with Article 91 of the Company’s Constitution: (i) Dato’ Dr. Awang Adek Bin Hussin; (ii) Na Chun Wee; and (iii) Dato’ Yau Kok Seng. 5. To re-appoint Messrs BDO as the Company’s Auditors and to authorise the Directors to fix their remuneration. SPECIAL BUSINESS To consider and if thought fit, to pass with or without modifications, the following Ordinary Resolutions: 6. RETENTION OF LIM CHEE HOONG AS INDEPENDENT DIRECTOR “THAT in accordance with the Malaysian Code on Corporate Governance (“MCCG”), subject to the passing of Resolution No. 3, Lim Chee Hoong who has served as Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, be and is hereby retained as Independent Non- Executive Director of the Company and be designated as such until the conclusion of the next Annual General Meeting, subject to the provisions of the relevant regulatory authorities.” 7. RETENTION OF DATO’ HAMZAH BIN MOHD SALLEH AS INDEPENDENT DIRECTOR “THAT in accordance with the MCCG, subject to the passing of Resolution No. 2, Dato’ Hamzah bin Mohd Salleh who has served as Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, be and is hereby retained as Independent Non-Executive Director of the Company and be designated as such until the conclusion of the next Annual General Meeting, subject to the provisions of the relevant regulatory authorities.” 8. AUTHORITY FOR THE DIRECTORS TO ISSUE SHARES “THAT pursuant to Sections 75 and 76 of the Companies Act, 2016 (“the Act”), and subject to the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered to issue new shares in the Company at any time, at such price, upon such terms and conditions and for such purposes and to such person or persons whomsoever as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares issued pursuant to this resolution in any one financial year does not exceed 10% of the total number of issued shares of the Company at the time of issue AND THAT the Directors be and are also empowered to obtain the approval from Bursa Malaysia Securities Berhad (“Bursa Securities”) for the listing of and quotation for the additional shares so issued AND THAT such authority shall continue to be in force until the conclusion of the next AGM of the Company.” Please refer to Note 8 Resolution 1 Resolution 2 Resolution 3 Resolution 4 Resolution 5 Resolution 6 Resolution 7 Resolution 8 Resolution 9 Resolution 10 NOTICE IS HEREBY GIVEN THAT the Seventeenth Annual General Meeting (“AGM”) of PRG Holdings Berhad (“PRG” or “the Company”) will be held at Arcadia I, Level 3, Hotel Armada Petaling Jaya, Lot 6, Lorong Utara C, Section 52, 46200 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 6 June 2018 at 10.00 a.m. for the following purposes: