PRG Holdings Berhad Annual Report 2019

PRG HOLDINGS BERHAD 196 NOTICE OF NINETEENTH ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the Nineteenth Annual General Meeting (“AGM”) of PRG Holdings Berhad (“PRG” or “the Company”) will be held at Arista, Level 3, Hotel Armada Petaling Jaya, Lot 6, Lorong Utara C, Section 52, 46200 Petaling Jaya, Selangor Darul Ehsan on Monday, 29 June 2020, at 10.00 a.m. for the following purposes: ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the financial year ended 31 December 2019 together with the Directors’ and Auditors’ Reports thereon. Please refer to Note 8 2. To approve the payment of Directors’ fees and benefits payable to the Non-Executive Directors up to RM314,000 from 30 June 2020 until the next AGM of the Company. Resolution 1 3. To re-elect the following Directors who retire in accordance with Article 92 of the Company’s Constitution: (i) Dato’ Wee Cheng Kwan; and (ii) Mr Lim Chee Hoong. Resolution 2 Resolution 3 4. To re-elect the following Directors who retire in accordance with Article 99 of the Company’s Constitution: (i) Mr Ng Tzee Penn; and (ii) Mr Ji Haitao. Resolution 4 Resolution 5 5. To re-appoint BDO PLT as the Company’s Auditors and to authorise the Directors to fix their remuneration. Resolution 6 SPECIAL BUSINESS To consider and if thought fit, to pass with or without modifications, the following resolutions: 6. ORDINARY RESOLUTION RETENTION OF MR LIM CHEE HOONG AS INDEPENDENT NON-EXECUTIVE DIRECTOR “THAT subject to the passing of Resolution 3, and in accordance with the Malaysian Code on Corporate Governance (“MCCG”), Mr 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.” Resolution 7 7. ORDINARY RESOLUTION AUTHORITY FOR DIRECTORS TO ISSUE SHARES “THAT pursuant to Sections 75 and 76 of the Companies Act 2016 (“the Act”), the Main Market Listing Requirements of Bursa Securities and any other relevant 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.” Resolution 8