Additional Information Additional Information Press Metal Aluminium Holdings Berhad 316 317 Integrated Annual Report 2023 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the Eighth Annual General Meeting (“8th AGM”) of Press Metal Aluminium Holdings Berhad (“PMAH” or “the Company”) will be held at State Room 2, Ground Floor, M Resort & Hotel, Jalan Damansara, Bukit Kiara, 60000 Kuala Lumpur on Thursday, 27 June 2024 at 10:30 a.m. for the purpose of considering and if thought fit, passing with or without modifications the resolutions set out in this notice: As Ordinary Business 1. To receive the Audited Financial Statements for the financial year ended 31 December 2023 together with the Reports of the Directors and Auditors thereon. 2. To approve the payment of Directors’ fees to the Non-Executive Directors for an amount of up to RM1,186,000.00 for the financial year ending 31 December 2024 (2023: RM1,100,000.00). 3. To approve the payment of Directors’ benefits (other than Directors’ fees) to the Non-Executive Directors for an amount of up to RM196,000.00 from 27 June 2024 until the conclusion of the next Annual General Meeting of the Company. 4. To re-elect the following Directors who retire by rotation in accordance with Clause 95 of the Constitution of the Company and being eligible, have offered themselves for re-election: (i) Datuk Yvonne Chia (Yau Ah Lan @ Fara Yvonne) (ii) Ms. Susan Yuen Su Min (iii) Pn. Noor Alina Binti Mohamad Faiz 5. To re-appoint Messrs KPMG PLT as Auditors of the Company and to authorise the Directors to fix their remuneration. As Special Business To consider and if thought fit, to pass the following resolutions with or without modifications: 6. Proposed Renewal of Authority under Sections 75 and 76 of the Companies Act 2016 (“the Act”) and the Constitution of the Company for the Directors to Allot and Issue Shares “THAT pursuant to Sections 75 and 76 of the Act, the Directors be and are hereby authorised and empowered to allot and issue shares in the capital of the Company (“New Shares”) from time to time, at such price, to such persons and 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 such New Shares to be issued pursuant to this resolution does not exceed ten per centum (10%) of the total number of issued shares (excluding treasury shares) of the Company for the time being, subject always to the Constitution of the Company and approval of all relevant regulatory authorities being obtained for such allotment and issuance (“Proposed General Mandate”). THAT such approval on the Proposed General Mandate shall continue to be in force until: (a) the conclusion of the next Annual General Meeting (“AGM”) of the Company held after the approval was given; (b) the expiration of the period within which the next AGM of the Company is required to be held after the approval was given; or (c) revoked or varied by resolution passed by the shareholders of the Company in a general meeting, whichever is the earlier. [Please refer to Explanatory Note 1] Ordinary Resolution 1 [Please refer to Explanatory Note 2] Ordinary Resolution 2 [Please refer to Explanatory Note 2] Ordinary Resolution 3 Ordinary Resolution 4 Ordinary Resolution 5 [Please refer to Explanatory Note 3 Ordinary Resolution 6 Ordinary Resolution 7 [Please refer to Explanatory Note 4] AGENDA THAT the Directors of the Company be and are hereby also authorised and empowered to give effect to the Proposed General Mandate with full powers to assent to any conditions, modifications, variations and/or amendments as they may deem fit in the best interest of the Company and/or as may be imposed by the relevant authorities and to obtain the approval from Bursa Malaysia Securities Berhad (“Bursa Securities”) for the listing of and quotation for such New Shares on the Main Market of Bursa Securities. THAT in connection with the above, pursuant to Section 85 of the Act read together with Clause 59 of the Constitution of the Company, the shareholders do hereby waive their statutory pre-emptive rights to be offered New Shares in proportion of their holdings ranking equally to the existing issued shares in the Company arising from any issuance of New Shares of the Company pursuant to Sections 75 and 76 of the Act. AND THAT the New Shares to be issued shall, upon allotment and issuance, rank equally in all respects with the existing issued shares of the Company, save and except that they shall not be entitled to any dividends, rights, allotments and/or any other forms of distribution that which may be declared, made or paid before the date of allotment of such New Shares.” 7. Proposed Renewal of Shareholders’ Mandate for Existing Recurrent Related Party Transactions of a Revenue or Trading Nature (“RRPT”) and Proposed New Shareholders’ Mandate for Additional RRPT (“Proposed Shareholders’ Mandate for RRPT”) “THAT pursuant to Paragraph 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given to the Company and its subsidiaries (“PMAH Group”) to enter into recurrent related party transactions of a revenue or trading nature with the related parties as set out in Section 2.4 of Part A of the Circular/ Statement to Shareholders dated 30 April 2024 which are necessary for the PMAH Group’s day-to-day operations subject to the following: (a) the transactions are undertaken in the ordinary course of business at an arm’s length basis and on normal commercial terms and transaction prices which are not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company; and (b) the disclosure of the breakdown of the aggregate value of the recurrent related party transactions conducted pursuant to the Proposed Shareholders’ Mandate for RRPT during the financial year, the type of recurrent related party transactions made, the names of the related parties involved in each type of recurrent related party transactions and their relationships with the Company will be made in the Annual Report. THAT the authority conferred shall continue to be in force until: (a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the forthcoming AGM at which the Proposed Shareholders’ Mandate for RRPT is approved, at which time it will lapse, unless by a resolution passed at the AGM, the mandate is renewed; (b) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 340(2) of the Companies Act 2016 (“the Act”) [but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act]; or (c) revoked or varied by resolution passed by the shareholders of the Company in a general meeting, whichever is the earlier. Ordinary Resolution 8 [Please refer to Explanatory Note 5] Notice of Annual General Meeting
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