Jadi Imaging : Notice of the 22nd AGM

JADI IMAGING HOLDINGS BERHAD

[Registration No. 200001023711 (526319-P)]

(Incorporated in Malaysia)

NOTICE OF TWENTY-SECOND ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Twenty-Second ("22nd") Annual General Meeting of JADI IMAGING HOLDINGS BERHAD will be conducted on a virtual basis through live streaming from the broadcast venue at Lot 4.1, 4th Floor, Menara Lien Hoe, No. 8, Persiaran Tropicana, Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor Darul Ehsan ("Broadcast Venue") on Thursday, 21 September 2023 at 2:30 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 2023 together with the Reports of the Directors and	Note 3)
	Auditors thereon.
2.	To approve the payment of the Directors' Fees of RM408,000 for the	(Resolution 1)
	period from the 22nd Annual General Meeting 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)
	RM30,000 for the period from the 22nd Annual General Meeting until
	the next Annual General Meeting of the Company.
4.	To re-elect Mr Ling Chi Hoong who retires pursuant to Clause 76 of	(Resolution 3)
	the Company's Constitution as Director of the Company.
5.	To re-appoint Messrs HLB Ler Lum Chew PLT as Auditors of the	(Resolution 4)
	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:-

6. Authority to Allot Shares Pursuant to Sections 75 and 76 of the (Resolution 5)

Companies Act 2016 ("Proposed General Mandate")

"THAT subject always to Sections 75 and 76 of the Companies Act 2016 ("the Act"), the Constitution, the Main Market Listing Requirements ("MMLR") of Bursa Malaysia Securities Berhad ("Bursa Securities") and the approval of any governmental and/or regulatory authorities, the Directors be and are hereby authorised to allot and issue 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 to be issued pursuant to this resolution does not exceed 10% of the total number of issued shares (excluding treasury shares) of the Company at the time of issuance and such authority under this resolution shall continue in force until the conclusion of the 23rd Annual General Meeting or when it is required by law to be held, whichever is earlier, AND THAT the Directors be and are empowered to obtain the approval for the listing of and quotation for the additional shares so issued on 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
	Act read together with Clause 12(2) 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
	authorised 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 Proposed General
	Mandate."
7.	Proposed Renewal of Shareholders' Mandate for the Authority to (Resolution 6)
	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:
	(a)	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;
	(b)	the expiration of the period within which the next Annual General
		Meeting of the Company is required by law to be held; or
	(c)	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."

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

BY ORDER OF THE BOARD

WONG YUET CHYN (MAICSA 7047163) (SSM PC 202008002451)

ADELINE TANG KOON LING (LS0009611)

(SSM PC NO. 2020082271) Company Secretaries

Penang

Date: 31 July 2023

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 InsHub Sdn. Bhd. at https://rebrand.ly/JADI-AGM.
   Please read these Notes carefully and follow the procedures in the Administrative Guide for the 22nd 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 2023. 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 exempted from compliance with the provisions of Section 25A(1) of the Central Depositories Act.
7. Where a member appoints more than one (1) proxy, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.
8. The appointment of a proxy may be made in a hard copy form or by electronic means via email in the following manner and must be received by the Company not less than forty- eight (48) hours before the time appointed for holding the AGM or adjourned AGM at which the person named in the appointment proposes to vote:
9. 1. In hard copy form

The proxy form must be deposited with the Company's Share Registrar at Workshire Share Registration Sdn Bhd of A3-3-8 Solaris Dutamas, No. 1, Jalan Dutamas 1, 50480 Kuala Lumpur, Malaysia.

1. By electronic means via email
   The proxy form can be electronically lodged with the Company's Share Registrar via email at [e-mail]. The Company and Share Registrar may request any member to deposit original executed proxy form to the Share Registrar's office before or on the day of meeting for verification purpose.

The certificate of appointment of authorised representative should be executed in the following manner:

1. 1. If the corporate member has a common seal, the certificate of appointment of authorised representative should be executed under seal in accordance with the Constitution of the corporate member.
   2. If the corporate member does not have a common seal, the certificate of appointment of authorised representative should be affixed with the rubber stamp of the corporate member (if any) and executed by:
   3. 1. At least two (2) authorised officers, of whom one shall be a director; or
      2. Any director and/or authorised officers in accordance with the laws of the country under which the corporate member is incorporated.
2. Any authority pursuant to which such an appointment is made by a power of attorney must be deposited with the Company's Share Registrar at Workshire Share Registration Sdn
   Bhd of A3-3-8 Solaris Dutamas, No. 1, Jalan Dutamas 1, 50480 Kuala Lumpur, Malaysia not less than forty-eight (48) hours before the time appointed for holding the AGM or adjourned AGM at which the person named in the appointment proposes to vote.The power of attorney may be accepted provided that it is certified notarially and/or in accordance with the applicable legal requirements in the relevant jurisdiction in which it is executed.
3. Please ensure ALL the particulars as required in the proxy form is completed, signed and dated accordingly.
4. Last date and time for lodging the proxy form is Tuesday, 19 September 2023 at 2:30 p.m.
5. For a corporate member who has appointed an authorised representative, please deposit the ORIGINAL certificate of appointment of authorised representative executed in the manner as stated in the proxy form with the Company's Share Registrar at Workshire Share Registration Sdn Bhd of A3-3-8 Solaris Dutamas, No. 1, Jalan Dutamas 1, 50480 Kuala Lumpur, Malaysia.

1. Audited Financial Statements for the financial year ended 31 March 2023
   The Audited Financial Statements in Agenda 1 is meant for discussion only as the approval of the shareholders is not required pursuant to the provisions of Sections 248(2) and 340(1)(a) of the Companies Act 2016. Hence, this Agenda is not put forward for voting by shareholders.
2. Resolutions 1 and 2 - Directors' Fees and Directors' Benefits
   Pursuant to Section 230(1) of the Companies Act 2016, the fees of the Directors and any benefits payable to the Directors shall be approved at a general meeting. The proposed Resolutions 1 and 2 for the Directors' Fees and Directors' Benefits are calculated based on the current Board size and number of scheduled Board and Board Committee meetings to be held from the 22nd AGM until the date of the next AGM. These resolutions are to facilitate payment of Directors' Fees and Directors' Benefits on a current financial year basis. In the event the proposed amount is insufficient, (e.g. due to more meetings or enlarged Board size), approval will be sought at the next AGM for the shortfall.