Parkwood : PARKWD-Notice of 53rd AGM

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Fifty-Third Annual General Meeting ("53rd AGM") of Parkwood Holdings Berhad (Registration No. 196901000692 (9118-M)) ("the Company") will be held at Level 3, Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur on Wednesday, 19 June 2024 at 11.00 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 Directors' and Auditors' Reports thereon.
	(Please refer to Explanatory Note to the Agenda)
2.	To approve the payment of Directors' fees of RM155,145 for the financial year
	ended 31 December 2023.	Ordinary Resolution 1
3.	To approve the payment of Directors' benefits (other than	Directors' fees) to Non-
	Executive Directors up to an amount of RM69,300 for the period from 20 June
	2024 until the conclusion of the next AGM of the Company.
		Ordinary Resolution 2
4.	To re-elect Mr. Lim Chin Sean who retires by rotation pursuant to Clause 123 of
	the Company's Constitution.	Ordinary Resolution 3
5.	To re-elect Ms. Jessica Low May-Teng who retires pursuant to Clause 121 of the
	Company's Constitution.	Ordinary Resolution 4
6.	To re-elect Mr.Chin Kok Siong who retires pursuant to Clause 121 of the
	Company's Constitution.	Ordinary Resolution 5

7. To re-appoint Crowe Malaysia PLT as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration.

Ordinary Resolution 6

SPECIAL BUSINESS:-

To consider and, if thought fit, pass with or without modifications, the following ordinary resolutions:

8. Authority for Directors to allot and issue shares in the Company pursuant to Sections 75 and 76 of the Companies Act, 2016 ('the Act")

Ordinary Resolution 7

"THAT pursuant to Sections 75 and 76 of the Act, the Directors be and are hereby authorized to allot and issue shares in 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 ten per centum (10%) of the total number of issued shares of the Company for the time being, subject always to the Constitution of the Company and approval of all relevant regulatory bodies being obtained for such allotment and issuance.

THAT pursuant to Section 85 of the Act and Clause 12 of the Constitution of the Company, approval be and is hereby given to waive the statutory preemptive rights of the shareholders of the Company to be offered new shares ranking equally to the existing issued shares arising from issuance of new shares pursuant to this mandate.

AND THAT the new shares to be issued shall, upon allotment and issuance, rank equally in all respects with the existing 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."

9. To transact any other business of which due notice shall have been given in accordance with the Company's Constitution and the Companies Act, 2016.

BY ORDER OF THE BOARD

CHEN BEE LING (MAICSA 7046517)

(SSM Practising Certificate No. 202008001623)

NURLY SALMI BINTI RUHAIZA (MAICSA 7073753)

(SSM Practising Certificate No. 202008000293)

Company Secretaries

Kuala Lumpur

30 April 2024

Notes: -

1. In regard of deposited securities, only members whose names appear in the Record of Depositors as at 12 June 2024 ("General Meeting Record of Depositors") shall be eligible to attend and vote at the Meeting.
2. If a member is unable to attend and vote at the Meeting, he/she may appoint a proxy to attend and vote at the Meeting on his/her behalf. The proxy may but need not be a member of the Company. A member may appoint any person to be his proxy without limitation and there shall be no restrictions as to the qualification of the proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as the member to speak at the Meeting.
3. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its Common Seal or under the hand of an officer or attorney duly authorised.
4. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
5. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, he may appoint at least one proxy in respect of each securities' account he holds with ordinary shares of the Company standing to the credit of the said securities account.
6. Where a member 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.
7. The instrument appointing a proxy must be deposited with the Company's Share Registrar, Boardroom Share Registrars Sdn Bhd at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan not less than forty- eight (48) hours before the time appointed for holding the meeting or adjourned meeting, or in the case of a poll, not less than twenty-four (24) hours before the time appointed for the taking of the poll.

Explanatory Notes to the Agenda:-

Item 1 of the Agenda

This item of the Agenda is meant for discussion only, as the provision of Section 340(1)(a) of the Companies Act, 2016 does not require a formal approval of the shareholders for the Audited Financial Statements. Hence, this item of the Agenda is not put forward for voting.

Item 2 of the Agenda - Ordinary Resolution 1

The Proposed Ordinary Resolution 1 is to facilitate the payment of Directors' Fees for the financial year ended 31 December 2023 to the Directors of RM116,778.00 and Ex-Directors of RM38,367.00.

Pursuant to Section 230(1) of the Act, the Company shall at every AGM approve the fees of the Directors of the Company and its subsidiaries. The Directors' fees payables to the Directors and Ex-Directors have been reviewed by the Remuneration Committee and the Board of Directors of the Company.

Item 3 of the Agenda - Ordinary Resolution 2

Payment of Directors' benefits (other than Directors' fees)

In compliance with Section 230(1) of the Companies Act, 2016, the Company is seeking for shareholders' approval for payment of Directors' benefits (other than Directors' fees) to Non- Executive Directors up to an amount of RM69,300 for the period from 20 June 2024 until the conclusion of the next Annual General Meeting of the Company.

The calculation is based on the estimated number of scheduled and/or special Board and Board Committees' meetings and on the assumption that all the Directors will remain in office until the next AGM.

Item 4, 5 & 6 of the Agenda - Ordinary Resolutions 3, 4 and 5

Pursuant to Clause 123 of the Company's Constitution, Mr. Lim Chin Sean is standing for re-election by rotation at the 53rd AGM and being eligible, has offered himself for re-election as Director of the Company.

Pursuant to Clause 121 of the Company's Constitution, Ms. Jessica Low May-Teng and Mr. Chin Kok Siong standing for re-election at the 53rd AGM and being eligible, have offered themselves for re-election as Directors of the Company.

The Board of Directors has through the Nomination Committee carried out the necessary assessment on the aforesaid Directors are concluded that they met the criteria as prescribed under Paragraph 2.20A of the Main Market Listing Requirements on character, experience, integrity, competence, and time commitment to effective discharged the roles as Directors.

The Profile of the Directors standing for re-election are provided on pages 3 to 5 in the Annual Report 2023.

Item 7 of the Agenda - Ordinary Resolution 6

The Audit and Risk Management Committee ("ARMC") had at the meeting held on 25 April 2024 assessed the suitability, objectivity and independence of the External Auditors of the Company, Crowe Malaysia PLT for the financial year ending 31 December 2024 and recommended the reappointment Crowe Malaysia PLT. The Board had in turn reviewed the recommendation of the ARMC and recommended the same be tabled to the shareholders for approval of the 53rd AGM of the Company.

Item 8 of the Agenda - Ordinary Resolution 7

Authority for Directors to allot and issue shares in the Company pursuant to Section 75 and 76 of the Companies Act 2016 ("the Act")

The Ordinary Resolution 7 is to seek for the shareholders' approval of a general mandate for issuance of shares by the Company under Section 75 and 76 of the Act.

The mandate, if passed, will provide flexibility for the Company and empower the Directors to allot and issue new shares speedily in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for purpose of funding the working capital or strategic development of the Group. This would eliminate any delay arising from and cost involved in convening a general meeting to obtain approval of the shareholders for such issuance of shares.

This authority, unless revoked or varied by the Company at a general meeting, will expire at the next AGM. At this juncture, there is no decision to issue new shares, but the Directors consider it desirable to have the flexibility permitted to respond to market developments and to enable allotments to take place to finance business opportunities without making a pre-emptive offer to existing shareholders. If there should be a decision to issue new shares after the general mandate is sought, the Company will make an announcement in respect thereof.

The Company did not allot and issue any shares pursuant to the general mandate granted by the shareholders at the previous AGM.

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

1. Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad

No notice in writing has been received by the Company nominating any candidate for election as Directors at the 53rd AGM of the Company.

The Directors who are due for retirement and seeking for re-election pursuant to the Company's Constitution are as set out in the Notice of the 53rd AGM and their profile are set out in the Directors' Profile in the Annual Report 2023.

2. Authority for Directors to issue and allot shares in the Company pursuant to Section 75 and 76 of the Companies Act, 2016

This is a renewal of the mandate obtained from the shareholders of the Company at the AGM of 14 June 2023 and if passed, will empower the Directors of the Company to issue and allot shares up to an aggregate amount not exceeding 10% of the issued share capital of the Company for the time being for such purposes as the Directors consider would be in the best interest of the Company.

This authority unless revoked or varied by the Company at a general meeting will expire at the next AGM.

The renewal of this mandate would provide flexibility to the Company for any possible fund-raising exercise, including but not limited for further placing of shares, for purpose of funding future investment projects, working capital and/or acquisitions. This authority is to avoid any delay and cost involved in convening a general meeting to approve such issuance of shares.

As at the date of the Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the 52nd AGM held on 14 June 2023 and which will lapse at the conclusion of the 53rd AGM to be held on 19 June 2024.

Personal Data Policy

By registering for the remote participation and electronic voting meeting and/or submitting the instrument appointing a proxy(ies) and/or representative(s), the member of the Company has consented to the use of such data for purposes of processing and administration by the Company (or its agents); and to comply with any laws, listing rules, regulations and/or guidelines. The member agrees that he/she will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the shareholder's breach of warranty.