PRG Holdings Berhad Annual Report 2020

Annual Report 2020 Notice of Twentieth Annual General Meeting 195 NOTICE IS HEREBY GIVEN THAT the Twentieth (20 th ) Annual General Meeting (“AGM”) of PRG Holdings Berhad (“PRG” or “the Company”) will be conducted on a fully virtual basis through live streaming from the broadcast venue at Lot C601, Capital 3 Oasis Square, No. 2, Jalan PJU 1A/7A, Ara Damansara, 47301 Petaling Jaya, Selangor on Thursday, 27 May 2021 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 2020 together with the Directors’ and Auditors’ Reports thereon. 2. To approve the payment of Directors’ fees and benefits to the Non-Executive Directors of up to RM282,000 from 28 May 2021 until the next AGM of the Company. 3. To re-elect the following Directors who retire in accordance with Clause 92 of the Company’s Constitution:- (i) Dato’ Dr Awang Adek bin Hussin (ii) Dato’ Lua Choon Hann 4. To re-appoint 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 modification(s), the following resolutions: 5. ORDINARY RESOLUTION RETENTION OF MR LIM CHEE HOONG AS INDEPENDENT NON-EXECUTIVE DIRECTOR “THAT in accordance with the Malaysian Code on Corporate Governance, Mr Lim Chee Hoong 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.” 6. ORDINARY RESOLUTION AUTHORITY FOR DIRECTORS TO ISSUE SHARES “THAT pursuant to Sections 75 and 76 of the Companies Act 2016, and subject to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and the approvals of the relevant governmental and/or regulatory authorities (if any), the Directors be and are hereby empowered to issue 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, provided that the aggregate number of shares issued pursuant to this resolution in any one financial year does not exceed ten per cent (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 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 Annual General Meeting of the Company.” 7. ORDINARY RESOLUTION PROPOSED SHARE BUY-BACK AUTHORITY “THAT subject to the Companies Act 2016, provisions of the Constitution of the Company and the Main Market Listing Requirements of Bursa Securities and approvals of any other relevant authorities, the Directors of the Company be and are hereby authorised to purchase such number of ordinary shares of the Company through Bursa Securities (“Proposed Share Buy- Back Authority”), provided that:- Please refer to Note (9) Resolution 1 Resolution 2 Resolution 3 Resolution 4 Resolution 5 Resolution 6 Resolution 7