AND THAT the Board of Directors of MCHB (“Board”) be and is hereby empowered and authorised to take all such steps to do all acts, deeds and things and to execute, sign, deliver and cause to be delivered on behalf of the Company all such documents, agreements, arrangements, undertakings, declarations and/or guarantees to or with any party or parties (including without limitations, the affixation of the Company’s Common Seal in accordance with the Company’s Constitution) as may be necessary or expedient in order to implement, finalise, give effect and complete the Proposed Acquisition with full powers to assent to any condition, modification, variation and/or amendment in any manner as may be required or imposed by the relevant authorities or as the Board may deem necessary or expedient in the best interest of the Company.” 9. Proposed Joint Venture between MCHB Development, N9 Matrix and NS Corp to jointly acquire and develop the Land located in MVV 2.0 (“Proposed Joint Venture”) “THAT subject to the passing of Ordinary Resolution 9 in respect of the Proposed Acquisition 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, approval be and is hereby given to the Company to undertake the Proposed Joint Venture in accordance with the terms and conditions of the joint venture agreement dated 24 August 2022 (“JVA”) and supplemental agreement to the JVA dated 23 March 2023 entered into between MCHB Development, NS Corp and N9 Matrix; AND THAT the Board be and is hereby empowered and authorised to take all such steps to do all acts, deeds and things and to execute, sign, deliver and cause to be delivered on behalf of the Company all such documents, agreements, arrangements, undertakings, declarations and/or guarantees to or with any party or parties (including without limitations, the affixation of the Company’s Common Seal in accordance with the Company’s Constitution) as may be necessary or expedient in order to implement, finalise and give effect to the Proposed Joint Venture with full powers to assent to any condition, modification, variation and/or amendment in any manner as may be required or imposed by the relevant authorities or as the Board may deem necessary or expedient in the best interest of the Company.” 10. Proposed Provision of Financial Assistance to N9 Matrix under the Proposed Joint Venture (“Proposed Provision of Financial Assistance”) “THAT subject to the passing of Ordinary Resolution 9 in respect of the Proposed Acquisition and Ordinary Resolution 10 in respect of the Proposed Joint Venture, and conditional upon the approvals and consents of all relevant authorities and/or parties being obtained, approval be and is hereby given to the Company and its subsidiaries to provide financial assistance to N9 Matrix in any form, including in the form of shareholders’ advances and/or corporate guarantees and/or such other security documents which may be required by the financier, to fund the future development cost over the duration of the development of the Land pursuant to the Proposed Acquisition and Proposed Joint Venture; AND THAT the Board be and is hereby empowered and authorised to take all such steps to do all acts, deeds and things and to execute, sign, deliver and cause to be delivered on behalf of the Company all such documents, agreements, arrangements, undertakings, declarations and/or guarantees to or with any party or parties (including without limitations, the affixation of the Company’s Common Seal in accordance with the Company’s Constitution) as may be necessary or expedient in order to implement, finalise and give effect to the Proposed Provision of Financial Assistance with full powers to assent to any condition, modification, variation and/or amendment in any manner as may be required or imposed by the relevant authorities or as the Board may deem necessary or expedient in the best interest of the Company.” Ordinary Resolution 10 Ordinary Resolution 11 NOTICE OF ANNUAL GENERAL MEETING INTEGRATED ANNUAL REPORT 2023 MATRIX CONCEPTS HOLDINGS BERHAD 255
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