NOTICE OF ANNUAL GENERAL MEETING Ordinary Resolution 8 Ordinary Resolution 9 7. Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature “THAT approval be hereby given for the renewal of the mandate granted by the shareholders of the Company on 26 August 2022 pursuant to paragraph 10.09 of the Main Market Listing Requirements of the Bursa Malaysia Securities Berhad, authorising the Company and/or its subsidiaries to enter into the recurrent related party transactions of a revenue or trading nature as set out in Section 2.1.4 in the Circular to Shareholders dated 28 July 2023, with the related parties mentioned therein which are necessary, for the Company and/or its subsidiaries’ for day-to-day operations which are carried out in the ordinary course of business on terms which are not more favourable to the related parties than those generally available to the public and are not to the detriment of minority shareholders. THAT the authority conferred by such mandate shall commence upon the passing of this resolution and continue to be in force until:- (i) the conclusion of the next AGM of the Company following the 26th AGM at which such mandate will lapse, unless by an ordinary resolution passed at an AGM whereby the authority is renewed, either unconditionally or subject to conditions; or (ii) the expiration of the period within which the next AGM of the Company after the date it is required to be held pursuant to Section 340(2) of the Act (but must not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or (iii) revoked or varied by resolution passed by the shareholders in a general meeting; whichever is earlier. THAT the Directors be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) to give effect to the transactions contemplated and/or authorised by this resolution.” 8. Proposed Acquisition by N9 Matrix Development Sdn Bhd (“N9 Matrix”) , an 85%-owned subsidiary of MCHB Development (NS) Sdn Bhd (“MCHB Development”), which in turn is a wholly-owned subsidiary of MCHB of freehold agricultural lands measuring approximately 1,382.2082 acres (equivalent to approximately 559.372 hectares), all situated in Mukim of Labu, District of Seremban, Negeri Sembilan (“Land”) forming part of the Lands which covers the districts of Seremban and Port Dickson, Negeri Sembilan known as Malaysian Vision Valley 2.0 (“MVV 2.0”) from NS Corporation (“NS Corp”) for a total indicative purchase consideration of RM460,000,000 to be satisfied fully in cash (“Proposed Acquisition”) “THAT subject to the passing of Ordinary Resolution 10 in respect of the Proposed Joint Venture (as defined herein) and Ordinary Resolution 11 in respect of the Proposed Provision of Financial Assistance (as defined herein), and conditional upon the approvals and consents of all relevant authorities and/or parties being obtained and the conditions precedent in the conditional sale and purchase agreement dated 24 August 2022 (“CSPA”) and the supplemental agreement to the CSPA dated 23 March 2023 entered into between N9 Matrix as the purchaser and NS Corp as the vendor for the Proposed Acquisition being fulfilled and/or waived (as the case may be), approval be and is hereby given to N9 Matrix to acquire the Land for a total indicative purchase consideration of RM460,000,000 to be satisfied fully in cash; INTEGRATED ANNUAL REPORT 2023 MATRIX CONCEPTS HOLDINGS BERHAD 254 AGM NOTICE AND INFORMATION
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