Integrated Annual Report 2022

NOTICE OF

ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE FORTY SIXTH ("46TH") ANNUAL GENERAL MEETING ("AGM") OF KUMPULAN PERANGSANG SELANGOR BERHAD ("KPS BERHAD" OR "THE COMPANY") WILL BE CONDUCTED VIRTUALLY THROUGH LIVE STREAMING AND ONLINE VOTING VIA THE REMOTE PARTICIPATION AND ELECTRONIC VOTING ("RPEV") FACILITIES AT HTTPS://MEETING.BOARDROOMLIMITED.MYFROM THE BROADCAST VENUE AT KPS BERHAD CORPORATE OFFICE, 17TH FLOOR, PLAZA PERANGSANG, PERSIARAN PERBANDARAN, 40000 SHAH ALAM, SELANGOR DARUL EHSAN ON TUESDAY, 30 MAY 2023 AT 10.00 A.M. FOR THE FOLLOWING PURPOSES:

ORDINARY BUSINESS:

1.

To receive the Audited Financial Statements for the financial year ended

(Please refer to

31 December 2022 together with the Reports of the Directors and

Explanatory Note 1)

Auditors thereon.

2.

To approve a single tier final dividend of 2.5 sen per share in respect of

Please refer to

the financial year ended 31 December 2022.

Explanatory Note 2

(Ordinary Resolution 1)

3.

To re-elect YBhg Datuk Syed Izuan bin Syed Kamarulbahrin ("Datuk Syed

Please refer to

Izuan") who retires pursuant to Clause 78 of the Company's Constitution

Explanatory Note 3

and who being eligible offer himself for re-election.

(Ordinary Resolution 2)

4.

To re-elect the following Directors who retire pursuant to Clause 76(3) of

Please refer to

the Company's Constitution and who being eligible offer themselves for

Explanatory Note 4

re-election:

i. YBhg Dato' Ikmal Hijaz bin Hashim ("Dato' Ikmal")

(Ordinary Resolution 3)

ii. Puan Norliza binti Kamaruddin ("Puan Norliza")

(Ordinary Resolution 4)

5.

To approve the payment of Directors' Remuneration to the Directors up to

Please refer to

an amount of RM1,782,200 for the period immediately after the 46th AGM

Explanatory Note 5

until the next AGM of the Company.

(Ordinary Resolution 5)

6.

To re-appoint Messrs BDO PLT ("BDO") as Auditors of the Company for the

Please refer to

financial year ending 31 December 2023 and to authorise the Directors to

Explanatory Note 6

fix their remuneration.

(Ordinary Resolution 6)

Integrated Annual Report 2022

SPECIAL BUSINESS:

To consider and, if thought fit, to pass the following Ordinary Resolutions:

7. Proposed Renewal of Existing Shareholders' Mandate for Recurrent Related Party Transactions ("RRPT") of a Revenue or Trading Nature with KPS and its Subsidiaries ("KPS Berhad Group")

"THAT subject always to the provisions of the Companies Act 2016 ("CA2016") and pursuant to Paragraph 10.09 of the Main Market Listing Requirements ("MMLR") of Bursa Malaysia Securities Berhad ("Bursa Securities"), KPS Berhad Group be and is hereby authorised to enter into and give effect to the RRPT of a revenue or trading nature with the related parties as set out in Section 2.3 of the Circular to Shareholders dated 20 April 2023 ("Related Parties") provided that such transactions and/or arrangements are:

  1. recurrent transactions of a revenue or trading nature;
  2. necessary for the day-to-day operations;
  3. undertaken in the ordinary course of business at arm's length basis and are on normal commercial terms and transaction prices which are not more favourable to the Related Parties than those generally available to the public;
  4. not detrimental to the minority shareholders of the Company;

("Proposed Shareholders' Mandate");

AND THAT such approval, shall continue to be in force until:

  1. the conclusion of the next AGM of the Company following the AGM at which the Proposed Shareholders' Mandate is passed, at which time it will lapse, unless the authority is renewed by a resolution passed at such AGM; or
  2. the expiration of the period within which the next AGM of the Company after that date is required to be held under Section 340(2) of the CA2016 (but must not extend to such extension as may be allowed pursuant to Section 340(4) of the CA2016); or
  3. revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting;

whichever is earlier;

AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts, deeds and things to give effect to the aforesaid Proposed Shareholders' Mandate and transactions contemplated under this resolution."

Please refer to Explanatory Note 7 (Ordinary Resolution 7)

Integrated Annual Report 2022

ANY OTHER BUSINESS:

8. To transact any other business for which due notice has been given in accordance with the Constitution of the Company and the CA2016.

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT DATE

NOTICE IS ALSO HEREBY GIVEN that a single tier final dividend of 2.5 sen per share, in respect of the financial year ended 31 December 2022 ("FY2022") if approved by shareholders at the 46th AGM, will be payable on 20 June 2023 to shareholders registered in the Records of Depositors at the close of business on 2 June 2023.

A depositor shall qualify for entitlement only in respect of:

  1. Shares transferred to the Depositor's Securities Account before 4.30 p.m. on 2 June 2023 in respect of ordinary shares.
  2. Shares bought on the Bursa Securities on a cum entitlement basis according to the Rules of the Bursa Securities.

By Order of the Board

KUMPULAN PERANGSANG SELANGOR BERHAD

SELFIA BINTI MUHAMMAD EFFENDI

Company Secretary

SSM PC No. 201908000999

MAICSA 7046782

Shah Alam

20 April 2023

Integrated Annual Report 2022

EXPLANATORY NOTES ON ORDINARY AND SPECIAL BUSINESSES

  1. Agenda Item No. 1 - Audited Financial Statements for the Financial Year Ended 31 December 2022
    The Agenda item is meant for discussion only. The provisions of Sections 248(2) and 340(1)(a) of the CA2016 only require the Audited Financial Statements and the Reports of the Directors and Auditors thereon be laid before the Company at its AGM. As such, this Agenda item is not a business which requires a resolution to be put to vote by the Shareholders.
  2. Agenda Item No. 2 - Final Dividend
    With reference to Section 131 of the CA2016, a company may only make a distribution to the shareholders out of profits of the company available if the company is solvent. On 30 March 2023, the Board had considered the amount of dividend and decided to recommend the same for the shareholders' approval at the forthcoming 46th AGM.
  3. Agenda Item No. 3 - Re-election of Directors pursuant to Clause 78 of the Company's Constitution
    Clause 78 of the Company's Constitution provides amongst others, that the Board shall have the power to appoint any person to be a Director to fill a casual vacancy or as an additional Director to the existing Board, and that any Director so appointed shall hold office until the next following AGM and shall then be eligible for re-election.
    Accordingly, Datuk Syed Izuan who was appointed on 15 August 2022 shall hold office until the conclusion of the 46th AGM and shall then be eligible for re-election pursuant to Clause 78 of the Company's Constitution.
    The Nomination and Remuneration Committee ("NRC") has determined the eligibility of the Directors standing for re-election at the 46th AGM based on the performance of the Directors, taking into account the results of their latest Annual Board Evaluation ("ABE"), contribution in the areas of Board dynamics and participation, competency and capability, time commitment, independence and objectivity together with their ability to make analytical inquiries and offer advice and guidance.
    Based on the recommendation of the NRC, the Board is satisfied with the performance, contributions and time commitment of Datuk Syed Izuan, an Independent Non-Executive Director ("INED") who retires by rotation in accordance with Clause 78 of the Company's Constitution and is eligible to stand for re-election based on the following justifications:
    • Datuk Syed Izuan has more than twenty-nine (29) years experienced in finance and investment sectors. His areas of expertise are accounting, audit, financial reporting, investment analysis and advisory.
    • He is observant as his communication skills commendable. Being a Chairman of the Board Audit Committee ("BAC"), he is meticulous and skilled in articulating his views and is able to grasp issues relevant to the integrity of the Group's financial reporting and audit process objectively.
    • Datuk Syed Izuan's expansive experience brings further valuable insight to the Company from a financial and investment perspective, providing the right fit for the Board's dynamic given KPS Berhad's investment holding business nature. He also holds directorships in two (2) other public listed companies with investment holding businesses such as Sapura Industrial Berhad and Sedania Innovator Berhad, which proves he is knowledgeable and well-versed in the investment operational business.
    • He fulfils the requirement of independence set out in the Bursa Securities MMLR and prescribed criteria under the Malaysian Code on Corporate Governance ("MCCG") and met the Fit and Proper Criteria set out in the Directors' Fit and Proper Policy of the Company.

The profile of the retiring Director is set out in the Board of Directors Profile on page 168 of the KPS Integrated Annual Report 2022 ("IAR2022").

Integrated Annual Report 2022

4. Agenda Item No. 4 - Re-election of Directors who retire in accordance with Clause 76(3) of the Company's Constitution

Clause 76(3) of the Company's Constitution provides that one-third (1/3) of the Directors of the Company for the time being shall retire by rotation at an AGM of the Company. In determining the number of Directors who are to retire by rotation at the 46th AGM, two (2) out of seven (7) Directors are to retire in accordance with Clause 76(3) of the Company's Constitution.

The NRC has determined the eligibility of each of the Directors standing for re-election at the AGM based on the performance of the Directors, taking into account the results of their latest ABE, contribution in the areas of Board dynamics and participation, competency and capability, time commitment, independence and objectivity together with their ability to make analytical inquiries and offer advice and guidance.

Based on the recommendation of the NRC, the Board is satisfied with the performance, contributions and time commitment of the following Directors who retire by rotation in accordance with Clause 76(3) of the Company's Constitution and are eligible to stand for re-election based on the following justifications:

  1. Re-electionof Dato' Ikmal as INED
    Dato' Ikmal has extensive experience in business management, corporate strategy, and sustainable development. His expertise in human capital development allows him to provide pragmatic counsel in succession planning, talent management, and remuneration benefits, while instilling a balanced working culture within the Group. His knowledge and experience in the subject matter have proven to have contributed positively to the performance of the NRC, for which he is Chair.
    In his capacity as a Member of the Sustainability Board Committee ("SBC") and Board Investment Review Committee ("BIRC"), his oversight on curating an impactful sustainability and investment agenda has contributed to a successful sustainability journey within the KPS Berhad Group. In addition, his counsel on supporting community development growth has strengthened KPS Berhad's brand equity, in particular, its relations with the communities in which KPS Berhad Group does business. Besides, being a Director of KPS Berhad for more than five (5) years has enabled Dato' Ikmal to be well-versed with the KPS Berhad Group's corporate and business strategies as well as manufacturing operating environment, guiding it on the path of sustainable growth.
    To this effect, through his oversight and counsel, he strikes the balance needed in managing work performance culture and complexity of the business, aligning them with business strategies and the long-term corporate objectives of KPS Berhad.
    He fulfils the requirement of independence set out in the Bursa Securities MMLR and prescribed criteria under the MCCG and met the Fit and Proper Criteria set out in the Directors' Fit and Proper Policy of the Company.
  2. Re-electionof Puan Norliza as INED
    The recommendation to re-elect Puan Norliza is based on her vast experience in communication strategies, being a senior communications specialist with more than 30 years of experience in Malaysia and international markets. Her vast experience covers multiple sectors, including energy, finance, banking and telecommunications. She is proficient in various communications practices, including reputation management, strategic crisis communications, strategic planning, crisis communications, Environmental, Social and Governance ("ESG"), corporate social responsibility, branding, media relations and internal communications.
    Puan Norliza's assertiveness and dynamism alongside her forte in a wide ambit of communications areas, ESG and social investments are suited for her role as the Chairman of the SBC of the Company. Her expertise has allowed her to provide guidance relating to public relations and investor relations, supporting KPS Berhad and its subsidiary companies to adopt more sustainable practices, which has led the Group committing to a long-term Sustainability Roadmap aiming at 45% reduction in greenhouse gas ("GHG") emissions by 2030 and eventually, carbon neutrality.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Kumpulan Perangsang Selangor Bhd published this content on 20 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2023 12:14:17 UTC.