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AGX GROUP BERHAD — Proxy Solicitation & Information Statement 2026
Jan 8, 2026
70218_rns_2026-01-08_760434bf-fc4e-4263-90bd-9040f19c4e5a.pdf
Proxy Solicitation & Information Statement
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NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting (“ EGM ” or “ Meeting ”) of AGX Group Berhad (“ AGB ” or “the Company ”) will be held at WORQ Subang, Nazrin Hassan Event Hall, Unit 2-1, Level 2, The Podium, Tower 3, UOA Business Park, No. 1, Jalan Pengaturcara U1/51A, Seksyen U1, 40150 Shah Alam, Selangor Darul Ehsan, Malaysia on Tuesday, 27 January 2026 at 10.00 a.m. or at any adjournment thereof, for the purpose of considering and, if thought fit, passing the following resolution with or without any modifications:
AGX GROUP BERHAD (REGISTRATION NO. 201901042663 (1351993-K)) (INCORPORATED IN MALAYSIA)
ORDINARY RESOLUTION
PROPOSED BONUS ISSUE OF UP TO 108,216,531 WARRANTS (“WARRANT(S)”) IN AGB ON THE BASIS OF ONE (1) WARRANT FOR EVERY FOUR (4) EXISTING ORDINARY SHARES IN THE COMPANY HELD BY THE SHAREHOLDERS WHOSE NAMES APPEAR IN THE RECORD OF DEPOSITORS OF THE COMPANY ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER (“PROPOSED BONUS ISSUE OF WARRANTS”)
THAT subject to the approvals of all relevant regulatory authorities or parties having been obtained, where required, the Board of Directors of the Company (“ Board ”) be and is hereby authorised to issue and allot up to 108,216,531 Warrants in registered form and constituted by a deed poll to be executed by the Company constituting the Warrants (“ Deed Poll ”), by way of bonus issue to the shareholders of the Company whose names appear on the Record of Depositors of the Company as at the close of business at 5.00 p.m. on the entitlement date to be determined and announced later by the Board (“ Entitlement Date ”), on the basis of 1 Warrant for every 4 existing Shares held on the Entitlement Date;
THAT the Board be and is hereby authorised to fix the exercise price of the Warrants at a later date and that the Board be and is hereby authorised to issue and allot the new AGB Shares arising from the exercise of the Warrants by the holders of the Warrants in accordance with the Deed Poll and such new AGB Shares shall, upon allotment and issuance, rank equally in all aspects with the existing Shares, save and except that the new AGB Shares will not be entitled to any dividends, rights, allotments and/or other forms of distribution where the entitlement date precedes the relevant date of allotment and issuance of the new AGB Shares;
THAT all fractional entitlements arising from the Proposed Bonus Issue of Warrants, if any, shall be disregarded and the Board be and is hereby authorised to deal with any fractional entitlements of the Warrants that may arise from the Proposed Bonus Issue of Warrants, if any, in such manner as the Board shall in its absolute discretion deem fit and expedient and in the best interests of the Company;
THAT the proceeds arising from the exercise of the Warrants, if any, be utilised for the purposes set out in the circular to shareholders dated 12 January 2026 in relation to the Proposed Bonus Issue of Warrants, and the Board be authorised with full power to vary the manner and/or purpose of utilisation of such proceeds in such manner as the Board may deem fit, necessary and/or expedient, subject to the approval of the relevant authorities, where required;
THAT approval be and is hereby given to the Board to issue and allot such appropriate number of Warrants in accordance with the provisions of the Deed Poll, including any additional Warrants as may be required or permitted to be issued as a consequence of any adjustments in accordance with the terms and conditions of the Deed Poll and to adjust from time to time the exercise price and/or number of the Warrants to which the holders of the Warrants are entitled to be issued as a consequence of the adjustments under the provisions of the Deed Poll and to issue and allot further new Shares as may be required or permitted to be issued pursuant to such adjustments and upon any exercise by the holders of such additional Warrants;
THAT the Board be and is hereby authorised to finalise, enter into, execute and deliver for and on behalf of the Company the Deed Poll with full power to assent to any conditions, modifications, variations and/or amendments in any manner as may be imposed, required or permitted by the relevant authorities or as may be deemed necessary by the Board, and to take all steps as the Board may deem fit or expedient in order to implement, finalise and give full effect to the Deed Poll (including, without limitation, the affixation of the Company’s common seal, where necessary);
THAT the Board be and is hereby authorised to sign and execute all documents, do all things and acts as may be required to give effect to the Proposed Bonus Issue of Warrants with full power to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or permitted by any relevant authorities and to deal with all matters relating thereto and to take all such steps and to do all acts and things in any manner as the Board may deem necessary or expedient to implement, finalise and give full effect to the Proposed Bonus Issue of Warrants;
AND THAT this Ordinary Resolution constitutes a specific approval for the issuance of securities of the Company as contemplated herein which is made pursuant to an offer, agreement or option and shall continue in full force and effect until all Warrants, additional Warrants (if any) and new Shares to be issued pursuant to or in connection with the Proposed Bonus Issue of Warrants have been duly allotted and issued in accordance with the terms of the Proposed Bonus Issue of Warrants.
By Order of the Board AGX GROUP BERHAD
WONG YOUN KIM
(SSM PC No. 201908000410) (MAICSA 7018778) Company Secretary
Notes
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(1) A member of the Company may appoint proxy and/or representative of member to attend, participate, speak and vote in his/her stead. A proxy may but need not be a Member of the Company. There shall be no restriction as to the qualification of the proxy.
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(2) For the purpose of determining a member who shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd in accordance with Clause 55 of the Company’s Constitution and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a General Meeting Record of Depositors as at 20 January 2026. Only depositors whose names appear in the Record of Depositors as of 20 January 2026 will be eligible to participate, speak, and vote at the meeting or appoint proxies to act on his/her behalf.
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(3) Where a member of the Company is an exempt authorised nominee who 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 whom the exempt authorised nominee may appoint in respect of each omnibus account it holds.
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(4) A member of the Company may appoint up to two (2) proxies to attend and vote at the same meeting. Where a member of the Company appoints two (2) proxies, the appointment shall be invalid unless the members specify the proportions of his/her shareholding to be represented by each proxy.
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(5) If the appointor is a corporation, the Proxy Form must be executed under the corporation’s common seal or under the hand of an officer or attorney duly authorised.
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(6) 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 under the hand of an officer or attorney duly authorised in writing.
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(7) The original instrument appointing a proxy must be deposited at the Company’s Share Registrar’s Office at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than fortyeight (48) hours before the time set for holding the EGM or at any adjournment thereof. Alternatively, the instrument appointing a proxy may be electronically submitted to the Company’s Share Registrar via Boardroom Smart Investor Portal at https://investor.boardroomlimited.com. Please refer to the Administrative Guide for further information on electronic submission of Proxy Forms.
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(8) Pursuant to Rule 8.31A of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the resolution set out in the Notice of EGM will be put to vote by way of electronic voting (“ e-Voting ”). Poll administrator and Independent Scrutineers will be appointed to conduct the polling process and verify the results of the poll respectively.
Selangor Darul Ehsan 12 January 2026