HeiTech Padu : Notice of 29th AGM

NOTICE OF

ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Twenty-Ninth Annual General Meeting ("29th AGM") of HeiTech Padu Berhad ("the Company") will be held as a fully virtual meeting via live streaming and online remote voting from the broadcast venue at TITAN 1, HeiTech Village 2, No 1, Jalan Astaka U8/81, Seksyen U8, 40150 Shah Alam, Selangor ("Broadcast Venue") on Tuesday, 25 June 2024 at 10:30 a.m. for the following purposes:-

Ordinary Business
1.	To receive the Audited Financial Statements for the financial year ended 31 December 2023 together with the Reports of	Please refer to the
	Directors and the Auditors thereon.			Explanatory Note 1
2.	To approve the payment of Directors' Fees up to an amount of RM385,000 for the period from 26 June 2024 until the next Annual	Resolution 1
	General Meeting of the Company.
3.	To approve the payment of Directors' benefits for the period from 26 June 2024 until the next Annual General Meeting of the	Resolution 2
	Company.
4.	To re-elect the following Directors who are retiring by rotation in accordance with Clause 82 of the	Company's Constitution: -	Resolution 3
	(i)	Encik Razalee Bin Amin;
	(ii) Mr. Chong Seep Hon; and			Resolution 4
	(iii) Puan Wan Ainol Zilan Binti Abdul Rahim.			Resolution 5
5.	To re-elect the following Directors who are retiring in accordance with Clause 85 of the Company's	Constitution:-	Resolution 6
	(i)	Puan Salmi Nadia Binti Mohd Hilmey;
	(ii)	Datuk Mohd Jimmy Wong Bin Abdullah; and			Resolution 7
	(iii)	Mr. Sandraruben A/L Neelamagham.			Resolution 8
6.	To re-appoint Messrs. Al Jafree Salihin Kuzaimi PLT (Salihin) as Auditors for the ensuing year and to authorise the Directors to	Resolution 9
	fix their remuneration.
Special Business:
To consider and, if thought fit, to pass the following Resolutions with or without modifications:-
7.	Ordinary Resolution			Resolution 10
	Authority to Allot and Issue Shares pursuant to Section 75 and 76 of the Companies Act, 2016
	"THAT pursuant to Sections 75 and 76 of the Companies Act, 2016, the Constitution of the Company, the Main Market Listing
	Requirements of Bursa Malaysia Securities Berhad and subject to the	approvals of the relevant governmental/ regulatory
	authorities, the Directors be and are hereby authorised to issue shares of the Company at any time until the conclusion of the
	next Annual General Meeting 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 shares to be issued does not exceed 10% of the total issued capital of
	the Company for the time being THAT the Directors be and also empowered to obtain the approval for the listing of and quotation
	for the additional shares so issued on Bursa Malaysia Securities Berhad AND THAT such authority shall continue in force until
	the	conclusion of the next AGM of the Company."
	THAT the existing shareholders of the Company hereby waive their pre-emptive rights to be offered new shares ranking equally
	to the existing issued shares in the Company pursuant to Section 85 of the Act read together with Clause 52 of the Constitution of
	the Company arising from any issuance of new shares of the Company pursuant to Sections 75 and 76 of the Act.
	AND THAT the Directors of the Company be and are hereby authorized to implement, finalise, complete and take all necessary
	steps and to do all acts (including execute such documents as may be required), deeds and things in relation to the mandate"
8.	ORDINARY RESOLUTION			Resolution 11
	Retention of Encik Sulaiman Hew Bin Abdullah as Independent Non-Executive Director
	"THAT approval be and is hereby given to Encik Sulaiman Hew Bin Abdullah, who has served as an Independent Non-Executive
	Director of the Company for a cumulative term of more than nine (9) years to continue to act as an Independent Non-Executive
	Director of the Company in accordance with the Malaysian Code on Corporate Governance."
9.	ORDINARY RESOLUTION			Resolution 12
	Retention of Puan Wan Ainol Zilan Binti Abdul Rahim as Independent Non-Executive Director
	"THAT approval be and is hereby given to Puan Wan Ainol Zilan Binti Abdul Rahim, who has served as an Independent Non-
	Executive Director of the Company for a cumulative term of more than nine	(9) years to continue to act as an Independent Non-

Executive Director of the Company in accordance with the Malaysian Code on Corporate Governance."

10. To transact any other business of which due notice shall have been given in accordance with the Act.

By Order of the Board

HEITECH PADU BERHAD

ZAINAL AMIR BIN AHMAD (LS0010080)

AMIR ZAHINI BIN SAHRIM (MAICSA 7034464)

Company Secretaries

Selangor

24 April 2024

Notes:

current Board size. This resolution is to

facilitate the payment of Directors' fees

1.

IMPORTANT NOTICE

immediately after this AGM until the next AGM to be held in 2025. In the event that

An online meeting platform used to conduct the meeting can be recognised as

the proposed amount is insufficient due to enlarged Board size, approval will be

the meeting venue as required under Section 327 (2) of the Companies Act, 2016

sought at the next AGM for the shortfall.

provided that the online platform is located in Malaysia.provided that the online

3. Benefits payable from 26 June 2024 until the conclusion of the next AGM of the

platform is located in Malaysia.

Company

Shareholders are to attend, speak (including posting questions to the Board via real-

The amount of Directors' benefits payable to Non-Executive Directors comprise

time submission of typed texts) and vote (collectively, "participate") remotely

at the

meeting allowances from this AGM until the

conclusion of the next AGM of the

29th AGM via the Remote Participation and Voting facilities ("RPV") provided by

Company pursuant to the Act which shareholders' approval will be sought at this

Tricor Investor & Issuing House Services Sdn. Bhd. ("Tricor") via its TIIH

Online

29th AGM in accordance with Section 230(1) of the Act.

website athttps://tiih.online. Please follow the Procedures for RPV

in the

The Directors' benefits payable to the Non-Executive Directors until the next Annual

Administrative Guidelineand take note of Notes (2) to (12) below in order to

General Meeting of the Company are calculated based on the current composition

participate remotely via RPV.

of the Board and Board Committees and the number of meetings scheduled for the

2.

For the purpose of determining who shall be entitled to participate in this AGM via

Board and Board Committees.

RPV, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. to

Resolution 2 on the payment of Directors' benefits for the period from 26 June 2024

make available to the Company, the Record of Depositors as at 18 June 2024. Only

until the next Annual General Meeting of

the Company, sets out in the manner

a member whose name appears on this Record of Depositors shall be entitled to

below:-

participate in this AGM via RPV.

3.

A member who is entitled to participate in this AGM via RPV is entitled to appoint

Special Allowances

Chairman

Member

a proxy or attorney or in the case of a corporation, to appoint a duly authorised

Chairman Monthly Allowance

RM3,000

-

representative to participate in his/her place. A proxy may but need not be a member

of the Company.

Meeting Allowances (Per Meeting)

Chairman

Member

4.

A member of the Company who is entitled to attend and vote at a general meeting of

Board of Directors Meeting

RM2,500

RM2,000

the Company may appoint not more than two (2) proxies to participate instead of the

Audit Committee Meeting

RM2,500

RM2,000

member at the AGM via RPV. Where there are two (2) proxies, the number of shares

Risk Management Committee Meeting

RM2,500

RM2,000

to be represented by each proxy must be stated.

Nomination & Remuneration Committee Meeting

RM2,500

RM2,000

5.

Where a member of the Company is an authorised nominee as defined in the

Integrity & Whistleblowing Board Committee Meeting

RM2,500

RM2,000

Securities Industry (Central Depositories) Act 1991 ("Central Depositories Act"), it

4. Authority to Allot and Issue Shares Pursuant to Sections 75 and 76 of the Companies

may appoint not more than two (2) proxies in respect of each securities account it

holds in ordinary shares of the Company standing to the credit of the said securities

Act, 2016

account.

The proposed Ordinary Resolution 10, if approved, will authorise the Directors to

6.

Where the appointment is executed by a corporation, it must be either under its

issue shares (other than bonus or rights issue)

in the Company up to an aggregate

Common Seal or the hand of its officer or attorney duly authorized.

amount of not exceeding 10% of the issued capital of the Company without

7.

A member who has appointed a proxy or attorney or authorised representative to

convening a general meeting. The approval is sought to avoid any delay and costs

attend, participate, speak and vote at this AGM via RPV must request his/her proxy

involved in convening a general meeting for such issu ance of shares. The authority

to register himself/herself for RPV at TIIH Online website at https://tiih.online.

Please

will expire at the next AGM of the Company.

follow the procedures for RPV in the Administrative Guideline.

As at the date of Notice, no shares were issued pursuant to the mandate granted

8.

The appointment of proxy may be made in hard copy form in the following manner

to the Directors at the last AGM held on 22

June 2023 which will lapse at the

and must be received by the Company not less than forty-eight (48) hours before

conclusion of the 29th AGM.

the time appointed for holding the AGM or adjourned general meeting at which the

The purpose of the renewal of general mandate is for possible fund-raising exercise

person named in the appointment proposes to vote:

including but not limited to further place ment of shares for purpose of funding

a)

Hard copy form

current and/or future investment projects, working capital and/or acquisitions and/

In the case of an appointment made in hard copy form, the proxy form must be

or as consideration for acquisitions.

deposited with the Share Registrar of the Company at Tricor Investor & Issuing

By approving the allotment and issue of the Company's shares pursuant to the

House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business

Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur,

Mandate which will rank equally with the existing issued shares in the Company,

Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground

the shareholders of the Company are deemed to have waived their pre-emptive

Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200

rights pursuant to Section 85 of the Act and Clause 52 of the Constitution of the

b)

Kuala Lumpur, Malaysia.

Company to be first offered the Company's Shares which will result in a dilution to

Electronic form

their shareholdings percentage in the Company.

The form of proxy can be electronically submitted via Tricors's TIIH Online

The Board, having considered the current and prospective financial position, needs

website at https://tiih.online. Kindly refer to the Procedure for Electronic

and capacity of the Group, is of the opinion

that the mandate is in the best interests

Submission of Form of Proxy.

of the Company and its shareholders.

9.

Please ensure ALL the particulars as required in the proxy form are completed,

5. Resolutions 11 and 12 - Retention of Independent Non-Executive Directors

signed and dated accordingly.

i. Encik Sulaiman Hew Bin Abdullah

10.

Last date and time for lodging the proxy form is Sunday, 23 June 2024 at 10.30 a.m.

The Nomination Committee of Company has assessed the independence

11.

Any authority pursuant to which such an appointment is made by a power of attorney

of Encik Sulaiman Hew Bin Abdullah who has

served for a cumulative term

of more than

nine

(9) years and is

satisfied that

he will continue to bring

must be deposited with the Share Registrar of the Company at Tricor Investor &

independent views

to the Board. He has a good understanding of the business

Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business

of the Company and his knowledge and experience would continue to provide

Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur,

invaluable contribution to the Board.

Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor,

The Board upon the recommendation from the Nomination Committee of the

Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala

Company recommends him to continue to

act as Independent Non-Executive

Lumpur, Malaysia not less than forty-eight (48) hours before the time appointed for

holding the AGM or adjourned general meeting at which the person named in the

Director of the Company subject to the approval from the shareholders of

appointment proposes to vote. A copy of the power of attorney may be accepted

the Company

through a two-tier voting process pursuant to Practice 5.3 of

provided that it is certified notarially and/or in accordance with the applicable legal

Malaysian Code on Corporate Governance 2021.

requirements in the relevant jurisdiction in which it is executed.

ii. Puan Wan Ainol Zilan Binti Abdul Rahim

has

assessed the

independence

12.

Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa

The Nomination Committee of Company

of Puan Wan Ainol Zilan Binti Abdul Rahim who

has served for a cumulative

Malaysia Securities Berhad, all the Resolutions set out in this Notice will be put to

term of more than nine (9) years and is satisfied that she will continue to bring

the vote by way of a poll. Independent Scrutineers will be appointed to conduct the

independent views to the Board. She has a good understanding of the business

polling process and to verify the results of the poll.

of the Company and her knowledge and experience

would continue to provide

EXPLANATORY NOTES TO THE AGENDA

invaluable contribution to the Board.

1.

This Agenda item is meant for discussion only, as the provision of Section 340(1)

The Board upon the recommendation from the Nomination Committee of the

(a) of the Act does not require a formal ap proval of the shareholders for the Audited

Company recommends her to continue to

act as Independent Non-Executive

Financial Statements and Reports financial year end 31 December 2023. Hence,

Director of the Company subject to the approval from the shareholders of

this Agenda is not put forward for voting.

the Company

through a two-tier voting process pursuant to Practice 5.3 of

2.

The estimated Directors' fees in Ordinary Resolution 1 are calculated based on the

Malaysian Code on Corporate Governance 2021.