Techfast : Notice of the 20th AGM

FAST ENERGY HOLDINGS BERHAD

[Registration No. 200401009317 (647820-D)]

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Twentieth ("20th") Annual General Meeting ("AGM") of Fast Energy Holdings Berhad ("Fast Energy" or "the Company") will be conducted on a virtual basis through live streaming via Remote Participation and Voting ("RPV") Facilities as provided by InsHub Sdn Bhd via Webex Events platform through the link https://rebrand.ly/FastEnergyAGMfrom the Broadcast Venue at Boardroom, Suite 11.1, Level 11, Menara 1 Dutamas, No. 1, Jalan Dutamas 1, 50480 Kuala Lumpur, Malaysia on Friday, 28 June 2024 at 3.00 p.m. or at adjourment thereof for the transaction of the following businesses:

	A G E N D A
AS ORDINARY BUSINESS:
1.	To receive the Audited Financial Statements for the financial year	Please refer to
	ended 31 December 2023 together with the Reports of the Directors	Explanatory Note 1
	and Auditors thereon.
2.	To approve the payment of Directors' fees and other benefits payable	Ordinary Resolution 1
	of up to RM450,000 from the conclusion of 20th AGM up to the
	conclusion of the next AGM of the Company.
3.	To re-elect Tan Wye Chuan who is retiring by rotation in accordance	Ordinary Resolution 2
	with Clause 104(1) of the Company's Constitution and being eligible,
	has offered himself for re-election.

4. To re-elect the following Directors, who are retiring in accordance with Clause 113 of the Company's Constitution and being eligible, have offered themselves for re-election:

(a)	Leong Lup Yan;	Ordinary Resolution 3
(b)	Ho Whye Shen;	Ordinary Resolution 4
(c)	Tan Su Ning; and	Ordinary Resolution 5
(d)	Dr. Chan Jee Peng.	Ordinary Resolution 6
5. To re-appoint Messrs Tai, Yapp & Co PLT as Auditors of the Group and	Ordinary Resolution 7
Company for the ensuing year and to authorise the Directors to fix
their remuneration.
AS SPECIAL BUSINESS:
To consider and, if thought fit, to pass the following Resolutions:
6. AUTHORITY TO ISSUE AND ALLOT SHARES PURSUANT TO	Ordinary Resolution 8

SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016

"THAT approval be and is hereby given to waive the statutory preemptive rights to be offered new shares ranking equally to the existing issued shares of the Company pursuant to Section 85 of the Companies Act, 2016 ("the Act") read together with Clause 62 of the Company's Constitution.

THAT pursuant to Sections 75 and 76 of the Act and subject to the approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby empowered to issue shares in the capital of the Company from time to 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 issued pursuant to this resolution does not exceed 10% of the total number of issued shares of the Company or such higher percentage as Bursa Malaysia Securities Berhad ("Bursa Securities") allowed for the time being and that the Directors be and are hereby also empowered to obtain approval from Bursa Securities for the listing and quotation of the additional shares so issued.

AND THAT such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company."

7. To transact any other business for which due notice shall have been given.

BY ORDER OF THE BOARD

Tan Tong Lang (MAICSA 7045482 / SSM PC No. 202208000250)

Company Secretary

Kuala Lumpur

Dated this 30 April 2024

Notes:

1. Please refer to the Administrative Guide for the procedures to register, participate and vote remotely at this virtual AGM using RPV Facilities provided by InsHub Sdn Bhd via Webex Events platform through the linkhttps://rebrand.ly/FastEnergyAGM.
2. A member of the Company entitled to participate, speak and vote at the meeting is entitled to appoint not more than two (2) proxies to participate, speak and vote in his/ her stead. A proxy need not be a member of the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to participate and vote at a meeting of the Company shall have the same rights as the member to speak at the meeting.
3. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy but not more than two (2) proxies in respect of each securities account it holds which is credited with ordinary shares of the Company. The appointment of two (2) proxies in respect of any particular securities account shall be invalid unless the authorized nominee specifies the proportion of its shareholding to be represented by each proxy.
4. Where a member is an exempt authorized nominee ("EAN") as defined under the Securities Industry (Central Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one securities account, there is no limit to the number of proxies which the EAN may appoint in respect of each omnibus account it holds. The appointment of two (2) or more proxies in respect of any particular Omnibus Account shall be invalid unless the EAN specifies the proportion of its shareholding to be represented by each proxy.
5. The instrument appointing a proxy shall be in writing under the hand of the appointor or his/ her attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or the hand of an office or attorney duly authorised.
6. The appointment of a proxy may be made in a hard copy form or by electronic form in the following manner and must be received by the Company not less than forty-eight (48) hours before the time appointed for holding this AGM at which the person named in the appointment proposes to vote:
7. 1. In hard copy form
      In the case of an appointment made in hard copy form, this proxy form must be deposited with the Company's Share Registrar at No. 2-1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur, Malaysia.
   2. By electronic means
      The proxy form can be electronically submitted with the Share Registrar of the Company at [e-mail]
8. Any authority pursuant to which such an appointment is made by a power of attorney must be deposited at the Share Registrar of the Company at No. 2-1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur, Malaysia not less than forty-eight (48) hours before the time appointed for holding this AGM at which the person named in the appointment proposes to vote. A copy of 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.
9. For a corporate member who has appointed an authorised representative, please deposit the ORIGINAL certificate of appointment of authorised representative with the Share Registrar of the Company at No. 2-1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur, Malaysia not less than forty-eight (48) hours before the time appointed for holdings this AGM. The certificate of appointment of authorised representative should be executed in the following manner:
10. 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.

1. Only members registered in the Record of Depositors as at 20 June 2024 shall be eligible to participate, speak and vote at the meeting or appoint a proxy to participate, speak and/ or vote on his/ her behalf.
2. Pursuant to Rule 8.31A of the ACE Market Listing Requirement of Bursa Securities, all resolutions set out in this Notice of 20th AGM will be put to vote by way of poll.
3. The Personal Data Protection Act 2010, which regulates the processing of personal data in commercial transactions, applies to the Company. By providing to us or our agents your personal data which may include your name, contact details and mailing address, you hereby consent, agree and authorise the processing and/ or disclosure of any personal data of or relating to you for the purposes of issuing the notice of this meeting and convening the meeting, including but not limited to preparation and compilation of documents and other matters, whether or not supplied by you. You further confirm to have obtained the consent, agreement and/or authorisation of all persons whose personal data you have disclosed and/or processed, in connection with the foregoing.

EXPLANATORY NOTES TO ORDINARY BUSINESS:

1. Audited Financial Statements for the Financial Year Ended 31 December 2023
   This Agenda No.1 is meant for discussion only as Section 340(1)(a) of the Act provide that the audited financial statements are to be laid in the general meeting and does not require a formal approval of the shareholders. Hence, this Agenda item is not put forward to the shareholders for voting.
2. Ordinary Resolution 1: To Approve the Payment of Directors' Fees and Other Benefits Payable
   Pursuant to Section 230(1) of the Act, fees and benefits payable to the Directors of public company or a listed company and its subsidiaries shall be approved by shareholders at a general meeting. The Directors' benefits payable comprises of meeting attendance allowances and other claimable benefits.
   In determining the estimated total amount of Directors' benefits, the Board has considered various factors, among others, the estimated claimable benefits and estimated number of meetings for the Board and Board Committees held for the period commencing from the conclusion of 20th AGM up to the conclusion of the next AGM of the Company.
   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 additional fees to meet the shortfall.
3. Ordinary Resolution 2: Re-election of Director who retires in accordance with Clause 104(1) of the Company's Constitution
   Clause 104(1) of the Company's Constitution states that an election of Director shall take place each year at the annual general meeting of the Company, where one-third of the Director for the time being, or, if their number is not three (3) or a multiple of three (3), then the number nearest to one-third shall retire from office and be eligible for re-election, PROVIDED ALWAYS that Director shall retire from office once at least in each three (3) years but shall be eligible for re-election. A retiring Director shall retain office until the close of the meeting at which he retires.
   Mr. Tan Wye Chuan is standing for re-election as Director of the Company and being eligible, has offered himself for re-election.
   For the purpose of determining the eligibility of the Directors to stand for re-election at the 20th AGM, the Board through its Nomination Committee ("NC") had assessed and considered the following:-
4. 1. The Directors' performance and contribution;
   2. The Directors' skills, experience and strength in qualities; and
   3. The Directors' ability to act in the best interests of the Company in decision-making.

Upon deliberation, Mr. Tan Wye Chuan had met the criteria of character, experience, integrity, competence and time commitment to effectively discharge his respective roles as Director of the Company.

Therefore, the NC has considered and recommended, and the Board has endorsed Mr. Tan Wye Chuan who is seeking re-election at the forthcoming 20th AGM of the Company.

4. Ordinary Resolutions 3 to 6: Re-election of Directors who retire in accordance with Clause 113 of the Company's Constitution

Clause 113 of the Company's Constitution states that any Directors so appointed shall hold the office only until the next following AGM and shall then be eligible for re-election but shall not taken into account in determining the Directors who are to retire by rotation at that meeting.

The date of the appointment of Directors for re-election under Clause 113 of the Company's Constitution are as below:-

No.	Name of Directors	Appointment Date	Position
(a)	Leong Lup Yan	13 September 2023	Executive Director
(b)	Ho Whye Shen	12 October 2023	Independent Non-Executive Director
(c)	Tan Su Ning	9 January 2024	Independent Non-Executive Director
(d)	Dr. Chan Jee Peng	9 January 2024	Independent Non-Executive Director

1. Ordinary Resolution 7: Re- appointment of Auditors
   The Board, through its Audit & Risk Management ("ARMC") conducted an assessment on the suitability, objectivity and independence of Messrs Tai, Yapp & Co PLT ("Tai, Yapp") during the financial year ended 31 December 2023 and was satisfied the performance and independence of Tai, Yapp. The Board has therefore recommended the re-appointment of Tai, Yapp as external auditors of the Company for the financial year ending 31 December 2024.
2. Ordinary Resolution 8: Authority to Issue and Allot Shares pursuant to Sections 75 and 76 of the Companies Act 2016
   The Ordinary Resolution 8, if passed, will empower the Directors of the Company to allot and issue new shares in the Company at any time, to such person or persons, upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit ("General Mandate"), provided that the number of shares issued pursuant to this General Mandate, when aggregated with the total number of any such shares issued during the preceding twelve (12) months, does not exceed 10% of the total number of issued shares of the Company at the time of issue. This General Mandate, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company.
   The general mandate will provide flexibility to the Company for any possible fund-raising activities, including but not limited to further placing of shares, for the purpose of funding future investment project(s) workings capital and/or acquisitions at any time without convening a general meeting as it would be both costs and time consuming to organise a general meeting.
   As at the date of this Notice, no new shares were issued by the Company pursuant to the General Mandate granted to the Directors at the 19th AGM held on 29 May 2023 and which will be lapsed at the conclusion of the 20th AGM of the Company.
   Pursuant to Section 85 of the Companies Act 2016 read together with Clause 62 of the Company's Constitution, shareholders have pre-emptive rights to be offered any new shares in the Company which rank equally to the existing issued shares in the Company or other convertible shares.
   Section 85(1) of the Companies Act 2016 provides as follows:

"85. Pre-emptive rights to new shares

1. Subject to the Constitution, where a company issue shares which rank equally to existing shares as to voting or distribution rights, those shares shall first be offered to the holders of existing shares in a manner which would, if the offer were accepted, maintain the relative voting and distribution rights of those shareholders.

Clause 62 of the Company's Constitution provides as follows:

"62. Subject to any direction to the contrary that may be given by the Company in general meeting, all new shares or other convertible Securities shall, before they are issued, be offered to such persons as at the date of the offer are entitled to receive notices from the Company of general meeting in proportion, as nearly as the circumstances admit, to the amount of the existing shares or Securities to which they are entitled. The offer shall be made by notice specifying the number of shares or Securities offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and, after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares or Securities offered, the Directors may dispose of those shares or Securities in such manner as they think most beneficial to the Company. The Directors may, likewise, also dispose of any new shares or Securities which (by reason of the ratio which the new shares of Securities bear to shares or Securities held by persons entitled to an offer of new shares or Securities) cannot, in the opinion of the Directors, be conveniently offered under this Clause.

The proposed Ordinary Resolution 8, if passed, will exclude your pre-emptive right to be offered new shares and/or convertible securities to be issued by the Company pursuant to the said Ordinary Resolution.