PRG Holdings Berhad Annual Report 2018

ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the financial year ended 31 December 2018 together with the Directors’ and Auditors’ Reports thereon. 2. To approve the payment of Directors’ fees and benefits payable to the Non-Executive Directors up to RM314,000 from 20 June 2019 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’ Lua Choon Hann; and (ii) Datuk Dr. Wong Lai Sum. 4. To re-appoint Messrs BDO PLT 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 resolutions: 5. ORDINARY RESOLUTION RETENTION OF LIM CHEE HOONG AS INDEPENDENT DIRECTOR “THAT in accordance with the Malaysian Code on Corporate Governance (“MCCG”), 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 AGM, subject to the provisions of the relevant regulatory authorities.” 6. ORDINARY RESOLUTION 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.” 7. ORDINARY RESOLUTION PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK “THAT subject always to the Act, provisions of the Company’s Constitution, the Main Market Listing Requirements of Bursa Securities and any other relevant authorities, the Company be and is hereby authorised to purchase such number of ordinary shares in the Company as may be determined by the Directors from time to time through Bursa Securities, subject to the following: Please refer to Note 8 Resolution 1 Resolution 2 Resolution 3 Resolution 4 Resolution 5 Resolution 6 Resolution 7 NOTICE IS HEREBY GIVEN THAT the Eighteenth Annual General Meeting (“AGM”) of PRG Holdings Berhad (“PRG” or “the Company”) will be held at Arcadia II, Level 3, Hotel Armada Petaling Jaya, Lot 6, Lorong Utara C, Section 52, 46200 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 19 June 2019 at 2.00 p.m. for the following purposes: NOTICE OF EIGHTEENTH ANNUAL GENERAL MEETING 2018 A N N U A L R E P O R T 170