Jadi Imaging : Addendum to Notice of 21st AGM

JADI IMAGING HOLDINGS BERHAD

[Registration No. 200001023711 (526319-P)]

(Incorporated in Malaysia)

15 September 2022

To: The Shareholders of Jadi Imaging Holdings Berhad ("JADI" or the "Company")

ADDENDUM TO THE NOTICE OF TWENTY-FIRST ANNUAL GENERAL MEETING

Reference is made to the Company's announcement made to Bursa Malaysia Securities Berhad ("Bursa Securities") on 27 July 2022 pertaining to the Notice of Twenty-First Annual General Meeting ("21st AGM") dated 28 July 2022 ("Notice of 21st AGM").

We wish to inform that the following amendment was made to the Notice of 21st AGM which shall by this Addendum, be amended and taken as read instead of as announced to Bursa Securities on 27 July 2022, and despatched to the shareholders on 28 July 2022:-

1. The following paragraph to be inserted after the first paragraph of Ordinary Resolution 8 pertaining to the authority to allot shares pursuant to Sections 75 and 76 of the Companies Act 2016 in the Notice of 21st AGM:

"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 Companies Act 2016 read together with Clause 12(3) of the Constitution of the Company arising from any issuance of new shares of the Company pursuant to Sections 75 and 76 of the Companies Act 2016."

Save for the abovementioned, all other information in the Notice of 21st AGM remains valid and unchanged. A copy of the revised Notice of 21st AGM is enclosed for your reference.

The revised Notice of 21st AGM is available at the Company's website at www.jadi.com.my.

We regret for any inconvenience caused.

Yours faithfully

For and on behalf of the Board of Directors

JADI IMAGING HOLDINGS BERHAD

ONG GIM HAI

Executive Director

JADI IMAGING HOLDINGS BERHAD

[Registration No. 200001023711 (526319-P)]

(Incorporated in Malaysia)

REVISED NOTICE OF TWENTY-FIRST ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Twenty-First ("21st") Annual General Meeting of JADI IMAGING HOLDINGS BERHAD will be conducted on a fully virtual basis through live streaming from the broadcast venue at Lot 18.2, 18th Floor, Menara Lien Hoe, No. 8, Persiaran Tropicana, Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor Darul Ehsan ("Broadcast Venue") on Wednesday, 21 September 2022 at 2:00 p.m. to transact the following businesses:-

	A G E N D A
Ordinary Business
1.	To receive the Audited Financial Statements for the financial year	(Please refer to
	ended 31 March 2022 together with the Reports of the Directors and	Note 3)
	Auditors thereon.
2.	To approve the payment of the Directors' Fees of RM606,000 for the	(Resolution 1)
	period from 1 April 2022 until the next Annual General Meeting of the
	Company.
3.	To approve the payment of the Directors' Benefits up to an amount of	(Resolution 2)
	RM32,500 for the period from this 21st Annual General Meeting until
	the next Annual General Meeting of the Company.

4. To re-elect the following Directors who retire pursuant to Clause 78 of the Company's Constitution:-

	(i)	Mr Ong Gim Hai	(Resolution 3)
	(ii)	Mr Leow Wey Seng	(Resolution 4)
	(iii)	Mr Ling Chi Hoong	(Resolution 5)
	(iv)	Ms Tan Su Ning	(Resolution 6)
5.	To note Mr Dai ShuChun's retirement by rotation in accordance with	(Please refer to
	Clause 76 of the Company's Constitution.	Note 6)
6.	To re-appoint Messrs Baker Tilly Monteiro Heng PLT as Auditors of	(Resolution 7)
	the Company and to authorise the Directors to fix their remuneration.

Special Business

To consider and if thought fit, to pass the following resolutions, with or without modifications as Ordinary Resolutions of the Company:-

7.	Authority to Allot Shares Pursuant to Sections 75 and 76 of the (Resolution 8)
	Companies Act 2016

"THAT pursuant to Sections 75 and 76 of the Companies Act 2016, the Directors of the Company be and are hereby authorised to allot shares in the Company at any time 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 allotted pursuant to this resolution does not exceed twenty per centum (20%) of the total number of issued shares (excluding treasury shares) of the Company for the time being and shall continue to be utilised until 31 December 2022 as empowered by Bursa Malaysia

	Securities Berhad's ("Bursa Securities") letter dated 23 December
	2021 to grant an extension for the additional temporary relief
	measures to listed issuers and thereafter does not exceed ten per
	centum (10%) of the total number of issued shares (excluding treasury
	shares) of the Company at the time of issuance and that the Directors
	be and are hereby empowered to obtain approval for the listing of and
	quotation for the additional shares so issued from Bursa Securities.
	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
	Companies Act 2016 read together with Clause 12(3) of the
	Constitution of the Company arising from any issuance of new shares
	of the Company pursuant to Sections 75 and 76 of the Companies Act
	2016.
	AND THAT such authority under this resolution shall continue to be in
	force until the conclusion of the next Annual General Meeting of the
	Company after the approval was given or at the expiry of the period
	within which the next Annual General Meeting is required to be held
	after the approval was given, whichever is earlier, unless such
	approval is revoked or varied by the Company at a general meeting."
8.	Proposed Renewal of Shareholders' Mandate for the Authority to (Resolution 9)
	the Company to Purchase Its Own Shares up to Ten Per Centum
	(10%) of the Total Number of Issued Shares ("Proposed Renewal
	of Share Buy-Back Mandate")
	"THAT subject always to the Companies Act 2016 ("the Act"), the
	Constitution of the Company, the Main Market Listing Requirements
	of Bursa Malaysia Securities Berhad ("Bursa Securities") ("Listing
	Requirements") and all other applicable laws, guidelines, rules and
	regulations, the Company be and is hereby authorised, to the fullest
	extent permitted by law, to purchase such number of issued shares in
	the Company as may be determined by the Directors of the Company
	from time to time through Bursa Securities upon such terms and
	conditions as the Directors may deem fit and expedient in the interest
	of the Company provided that:
	(i)	the aggregate number of issued shares in the Company
		("Shares") purchased ("Purchased Shares") and/or held as
		treasury shares pursuant to this Ordinary Resolution does not
		exceed ten per centum (10%) of the total number of issued
		shares of the Company as quoted on Bursa Securities as at
		point of purchase; and
	(ii)	the maximum fund to be allocated by the Company for the
		purpose of purchasing the shares shall not exceed the
		aggregate of the retained profits of the Company based on the
		latest audited financial statements and/or the latest
		management accounts (where applicable) available at the
		time of the purchase,

("Proposed Share Buy-Back").

AND THAT the authority to facilitate the Proposed Share Buy-Back will commence immediately upon passing of this Ordinary Resolution and will continue to be in force until:

1. the conclusion of the next Annual General Meeting of the Company following the general meeting at which such resolution is passed, at which time the authority shall lapse unless by ordinary resolution passed at the meeting, the authority is renewed, either unconditionally or subject to conditions;
2. the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; or
3. revoked or varied by ordinary resolution passed by the shareholders of the Company at a general meeting,

whichever occurs first but shall not prejudice the completion of purchase(s) by the Company of its own Shares before the aforesaid expiry date and, in any event, in accordance with the Listing Requirements and any applicable laws, rules, regulations, orders, guidelines and requirements issued by any relevant authorities.

AND THAT the Directors of the Company be and are hereby authorised, at their discretion, to deal with the Purchased Shares until all the Purchased Shares have been dealt with by the Directors in the following manner as may be permitted by the Act, Listing Requirements, applicable laws, rules, regulations, guidelines, requirements and/or orders of any relevant authorities for the time being in force:

1. To cancel all or part of the Purchased Shares;
2. To retain all or part of the Purchased Shares as treasury shares as defined in Section 127 of the Act;
3. To distribute all or part of the treasury shares as dividends to the shareholders of the Company;
4. To resell all or part of the treasury shares;
5. To transfer all or part of the treasury shares for the purposes of or under the employees' share scheme established by the Company and/or its subsidiaries;
6. To transfer all or part of the treasury shares as purchase consideration;
7. To sell, transfer or otherwise use the shares for such other purposes as the Minister charged with responsibility for companies may by order prescribe; and/or
8. To deal with the treasury shares in any other manners as allowed by the Act, Listing Requirements, applicable laws, rules, regulations, guidelines, requirements and/or orders of any relevant authorities for the time being in force.

AND THAT the Directors of the Company be and are authorised to take all such steps as are necessary or expedient [including without limitation, the opening and maintaining of central depository account(s) under Securities Industry (Central Depositories) Act, 1991, and the entering into all other agreements, arrangements and guarantee with any party or parties] to implement, finalise and give full effect to the Proposed Share Buy-Back with full powers to assent to any conditions, modifications, variations and/or amendments (if any) as may be imposed by the relevant authorities."

9. To consider any other business of which due notice shall be given in accordance with the Companies Act 2016.

BY ORDER OF THE BOARD TAN KOK SIONG (LS0009932) (SSM PC NO. 202008001592) Company Secretary

Kuala Lumpur

Date: 15 September 2022

NOTES:-

1. IMPORTANT NOTICE
   The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which requires the Chairman of the meeting to be present at the main venue of the meeting.
   Shareholders/ proxies WILL NOT BE ALLOWED to attend this Annual General Meeting ("AGM") in person at the Broadcast Venue on the day of the meeting. Shareholders who wish to participate remotely at the meeting will therefore have to register via the Remote Participation and Voting ("RPV") facilities operated by Mlabs Research Sdn Bhd at https://rebrand.ly/JADI-AGM.
   Please read these Notes carefully and follow the procedures in the Administrative Guide for the 21st AGM in order to participate remotely via RPV facilities.
2. APPOINTMENT OF PROXY

1. For the purpose of determining who shall be entitled to participate this AGM via RPV, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company, a Record of Depositors as at 13 September 2022. Only a member whose name appears on this Record of Depositors shall be entitled to participate in this AGM via RPV.
2. A member entitled to participate in this AGM via RPV is entitled to appoint a proxy or attorney or in the case of a corporation, to appoint a duly authorised representative to participate and vote in his place. A proxy may but need not be a member of the Company.
3. A member of the Company who is entitled to participate and vote at a general meeting of the Company may appoint not more than two (2) proxies to participate and vote instead of the member at the AGM.
4. If two (2) proxies are appointed, the entitlement of those proxies to vote on a show of hands shall be in accordance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
5. Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories) Act 1991 ("Central Depositories Act"), it 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 account.
6. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ("omnibus account"), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the Central Depositories Act which is