Special Business:- 4. Authority to Allot and Issue Shares Pursuant to Section 75 of the Companies Act 2016 The proposed Ordinary Resolution 7 is primarily to give authority to the Board of Directors to allot and issue up to 10% of the total number of issued shares at any time in their absolute discretion and for such purpose as they consider would be in the best interest of the Company without convening a general meeting. This authority, if granted, is a renewal of the earlier mandate granted at the Twenty-Fifth Annual General Meeting held on 26 August 2022 and unless revoked or varied at a general meeting, shall expire at the Twenty-Seventh Annual General Meeting of the Company. The Company continues to consider opportunities to broaden its earnings potential. If any of the expansion/diversification proposals involves the issue of new shares, the Directors, under certain circumstance when the opportunity arises, would have to convene a general meeting to approve the issue of new shares even though the number involved may be less than 10% of the total number of issued shares of the Company. In order to avoid any delay and costs involved in convening a general meeting to approve such issue of shares when the needs may arise during the financial year, it is thus considered appropriate that the Directors be empowered to issue shares in the Company, up to any amount not exceeding in total, 10% of the total number of issued shares of the Company for the time being, for such purpose. 5. Recurrent Related Party Transactions The proposed Ordinary Resolution 8 is to seek a renewal of shareholders’ mandate to allow the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature. 6. Proposed Acquisition The proposed Ordinary Resolution 9 is to seek shareholders approval on the Proposed Acquisition. The Proposed Acquisition entails the acquisition of the freehold agriculture lands measuring approximately 1,382.2082 acres, all situated in Mukim of Labu, District of Seremban, Negeri Sembilan (“Lands”) , forming part of the lands which covers the districts of Seremban and Port Dickson, Negeri Sembilan known as Malaysian Vision Valley 2.0 by N9 Matrix from NS Corp for an indicative purchase consideration of RM460,000,000 subject to the terms and conditions as stipulated in the Conditional Sale and Purchase Agreement dated 24 August 2022. 7. Proposed Joint Venture The proposed Ordinary Resolution 10 is to seek shareholders approval on the Proposed Joint Venture. MCHB Development, NS Corp and N9 Matrix had on 24 August 2022 entered into a Joint Venture Agreement to set out the terms governing their rights as shareholders of N9 Matrix and the manner in which N9 Matrix is to be managed. The main purpose of the Proposed Joint Venture is to undertake the Proposed Acquisition and subsequently the future development of the Lands. 8. Proposed Provision of Financial Assistance The proposed Ordinary Resolution 11 is to seek shareholders approval on the Proposed Provision of Financial Assistance. Pursuant to Paragraph 8.23(1) of the Listing Requirements with regards to the provision of financial assistance, MCHB Group may be required to provide financial assistance to N9 Matrix pursuant to the Proposed Acquisition and the Proposed Joint Venture. Details in respect of all the proposals as mentioned in paragraph 5, 6, 7 and 8 are more particularly described in the Circular to Shareholders dated 28 July 2023 accompanying the Company’s Integrated Annual Report 2023. NOTICE OF ANNUAL GENERAL MEETING INTEGRATED ANNUAL REPORT 2023 MATRIX CONCEPTS HOLDINGS BERHAD 258 AGM NOTICE AND INFORMATION
RkJQdWJsaXNoZXIy NDgzMzc=