AI assistant
CROPMATE BERHAD — Proxy Solicitation & Information Statement 2026
Apr 28, 2026
70461_rns_2026-04-28_74b33a9f-74a2-47ee-a3e7-f2dedd61c7ad.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
CROPMATE BERHAD
Registration No: 202301035376 (1529299-W)
(Incorporated in Malaysia)
NOTICE OF THIRD ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN “ Company ”) will be held at Crystal Crown Hotel Harbour View Port Klang, 217, Persiaran Raja Muda Musa, 42000 Pelabuhan Klang, Selangor, THAT the Third Annual General Meeting (“ 3rd AGM ” or “ Meeting ”) of Cropmate Berhad (“ Cropmate ” or the Malaysia on Thursday, 11 June 2026 at 10.00 a.m. or at any adjournment thereof, for the purpose of transacting the following businesses:
AGENDA
AS ORDINARY BUSINESS:
-
To receive the Audited Financial Statements for the financial year ended 31 December 2025 together with the Reports of the Directors and Auditors thereon.
-
To approve the payment of a Final Single-Tier Dividend of 0.6 sen per ordinary share for the financial year ended 31 December 2025.
-
To approve the increase and payment of Directors’ fees and benefits of up to RM400,000.00 from 12 June 2026 until the next Annual General Meeting of the Company (2025: RM210,000.00).
-
To re-elect Lau Yoon Kwai as Director of the Company, who retires in accordance with Clause 107 of the Constitution of the Company and being eligible, has offered himself for re-election.
-
To re-elect Lee Cheng Seng as Director of the Company, who retires in accordance with Clause 107 of the Constitution of the Company and being eligible, has offered herself for re-election.
-
To re-appoint Messrs Kreston John & Gan as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration.
Please refer to Explanatory Note 1 Ordinary Resolution 1 Ordinary Resolution 2 Ordinary Resolution 3 Ordinary Resolution 4 Ordinary Resolution 5
AS SPECIAL BUSINESS:
To consider and if thought fit, to pass the following Resolutions with or without modifications:
- AUTHORITY FOR DIRECTORS TO ISSUE AND ALLOT SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016 (“THE ACT”) AND WAIVER OF PRE-EMPTIVE RIGHTS OVER NEW ORDINARY SHARES IN THE COMPANY UNDER SECTION 85 OF THE ACT READ TOGETHER WITH CLAUSE 66 OF THE CONSTITUTION OF THE COMPANY
Ordinary Resolution 6
- “THAT subject always to the Act, the ACE Market Listing Requirements (“AMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Constitution of the Company and approvals of the relevant governmental/ regulatory authorities, where such approval is required, the Directors of the Company be and are hereby authorised to issue and allot shares in the capital of the Company, grant rights to subscribe for shares in the Company, convert any securities into shares in the Company, or allot shares under an agreement or option or offer (“New Shares”) from time to time, at such price, to such persons and for such purposes and upon such terms and conditions as the Directors may in their absolute discretion deem fit, provided that the aggregate number of such New Shares to be issued, to be subscribed under any rights granted, to be issued from conversion of any security, or to be issued and allotted under an agreement or option or offer, pursuant to this resolution, when aggregated with the total number of any such shares issued during the preceding 12 months does not exceed ten percent (10%) of the total number of issued shares (excluding any treasury shares) of the Company for the time being (“Proposed General Mandate”);
THAT such approval on the Proposed General Mandate shall be in force until:
-
a. the conclusion of the next Annual General Meeting (“AGM”) of the Company held after the approval was given;
-
b. the expiration of the period within which the next AGM of the Company is required to be held after the approval was given; or
-
c. revoked or varied by resolution passed by the shareholders of the Company in a general meeting; whichever is the earlier;
THAT the Directors be and are hereby also empowered to obtain the approval from Bursa Securities for the listing of and quotation for such New Shares on the ACE Market of Bursa Securities;
THAT authority be and is hereby given to the Directors of the Company to give effect to the Proposed General Mandate with full powers to assent to any conditions, modifications, variations, and/or amendments as they may deem fit in the best interest of the Company and/or as may be imposed by the relevant authorities; 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;
AND THAT in connection with the above, pursuant to Section 85 of the Act read together with Clause 66 of the Constitution of the Company, approval be and is hereby given to the Company to waive and disapply the statutory pre-emptive rights conferred upon the shareholders of the Company AND THAT the Directors are exempted from the obligation to offer New Shares first to the existing shareholders of the Company arising from any issuance of the New Shares pursuant to the Proposed General Mandate.”
- To transact any other ordinary business of which due notice shall have been given.
NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT
NOTICE IS HEREBY GIVEN THAT subject to the approval of the shareholders at the Third Annual General Meeting, a Final Single-Tier Dividend of 0.6 sen per ordinary share for the financial year ended 31 December 2025, if approved, will be paid on 24 July 2026 to shareholders whose names are registered in the Record of Depositors and the Register of Members of the Company at the close of business on 10 June 2026, 5.00 p.m..
A depositor shall qualify for entitlement to the dividend only in respect of:
(a) Securities transferred into the Depositor’s Securities Account before 4:30 p.m. on 10 July 2026 in respect of transfers; and
(b) Securities bought on the Bursa Malaysia Securities Berhad (“Bursa Securities”) on a cum entitlement basis according to the Rules of the Bursa Securities.
By Order of the Board
Foo Siew Loon
(MAICSA 7006874) (SSM PC No.: 202008002104)
Company Secretary
Kuala Lumpur 30 April 2026
-
Notes: 1. A member of the Company who is entitled to attend, participate, speak and vote at the 3rd AGM shall be entitled to appoint more than one (1) proxy to attend, participate, speak and vote at the Meeting in his/her stead. Where a member appoints more than one (1) proxy, he/ she shall specify the proportion of his/her shareholdings to be represented by each proxy.
-
- A proxy may but need not be a member of the Company. A member may appoint any person to be his proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as the member to speak and vote at the Meeting.
-
- Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
-
- Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) 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. The appointment of multiple proxies shall not be valid unless the proportion of its shareholdings represented by each proxy is specified.
-
The instrument appointing a proxy shall be in writing signed by the appointor or his attorney duly authorised in writing. If the appointor is a corporation, either under the seal or signed by an officer or attorney duly authorised.
-
To be valid, the instrument appointing a proxy must be deposited with the Share Registrar of the Company at Tricor Investor & Issuing House Services Sdn Bhd at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, or alternatively, the drop-in box located at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, or submit the Form of Proxy electronically via Vistra Share Registry and IPO (MY) portal (“The Portal”) at https://srmy.vistra.com, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting as the case may be, or in the case of a poll, not less than twenty-four (24) hours before the time appointed for taking the poll, at which the person named in the instrument proposes to vote and in default, the instrument of proxy shall not be treated as valid. Please ensure ALL the particulars as required in the Form of Proxy are completed, signed and dated accordingly.
-
For the purpose of determining a member who shall be entitled to attend the Meeting, the Company will be requesting Bursa Malaysia Depository Sdn. Bhd. in accordance with clause 77 of the Constitution of the Company to issue a General Meeting Record of Depositors as at 3 June 2026. Only members whose name appear in the General Meeting Record of Depositors as at 3 June 2026 shall be regarded as members and entitled to attend, participate, speak and vote at the Meeting.
-
Pursuant to Rule 8.31A(1) of the AMLR of Bursa Securities, all the resolutions set out in this Notice of Meeting will be put to vote by way of poll.
Explanatory Notes on Ordinary Business:
Board was satisfied with the assessment performed and reported by the ARMC and had approved the ARMC’s recommendation to the shareholders of the Company for approval on the re-appointment of Messrs Kreston John & Gan as the Company’s external auditors for the financial year 2026.
- Explanatory Notes to Special Business:
Ordinary Resolution 6 - Authority for Directors to Issue and Allot Shares Pursuant to Sections 75 and 76 of the Act and Waiver of Pre-Emptive Rights
6.
The Company had at its 2nd AGM held on 5 June 2025 (“2nd AGM”), obtained a general mandate pursuant to Sections 75 and 76 of the Act from its shareholders, to empower the Directors to issue and allot shares in the Company from time to time, at such price, upon such terms and conditions and for such purpose as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares to be issued does not exceed 10% of the total number of issued shares of the Company (excluding treasury shares) at any point in time (“Proposed General Mandate”). This Proposed General Mandate will expire at the conclusion of this AGM.
As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the last AGM held on 5 June 2025 which will lapse at the conclusion of the 3rd AGM.
The Ordinary Resolution 6 proposed under item 7 of the agenda, is to seek a general mandate for issuance of shares. The Ordinary Resolution 6, if passed, will provide flexibility to the Directors to undertake fund raising activities, including but not limited to placement of shares for the purpose of funding the Company’s current and/or future investment project(s), working capital and/or acquisitions, by the issuance of shares in the Company to such persons at any time as the Directors may deem fit provided that the aggregate number of the shares issued pursuant to the mandate does not exceed 10% of the total number of issued shares (excluding treasury shares) of the Company for the time being, without having to convene a general meeting. This authority, unless revoked or varied by the Company in a general meeting, will expire at the conclusion of the next AGM of the Company (“Proposed General Mandate”).
This is also to approve the disapplication of statutory pre-emptive rights under Section 85 of the Act, to allot New Shares (or to grant rights over shares) without first offering them to existing shareholders in proportion to their holdings pursuant to the General Mandate. The proposed ordinary resolution 6, if passed, will exclude your pre-emptive rights over all New Shares to be issued under the Authority for Directors to issue and allot shares.
Members Entitled to Attend the 3rd AGM
For the purpose of determining a member who shall be entitled to attend this 3rd AGM, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd in accordance with the Constitution of the Company and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991, to issue a General Meeting Record of Depositors as at 3 June 2026. Only a depositor whose name appears in the Record of Depositors as at 3 June 2026 shall be entitled to attend, participate, speak and vote at the said meeting or appoint proxies to attend, participate, speak and/or vote on his/her behalf.
1. Agenda 1
Personal Data Privacy
- Agenda 1 is meant for discussion only as the provision of Section 340(1)(a) of the Act, the Audited Financial Statements do not require a formal approval of the members and hence, will not be put forward for voting.
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.
2. Ordinary Resolution 1 – Proposed final single-tier dividend of 0.6 sen per ordinary share for the financial year ended 31 December 2025.
3. Ordinary Resolution 2 – Directors’ fees and benefits
-
Section 230(1) of the Act provides amongst others, that Directors’ fees and any benefits payable to the Directors of the listed company and its subsidiary (ies) shall be approved by the shareholders at a general meeting. In this respect, the Board of Directors (“Board”) wishes to seek shareholders’ approval at this AGM for the increase and payment of Directors’ fees and benefits payable to the Directors of the Company and its subsidiary(ies) of up to RM400,000.00 from 12 June 2026 until the next AGM. The estimated Directors’ fees and benefits proposed are calculated based on the revised Directors’ fee, estimated number of scheduled Board and Board Committees meetings and a provisional sum for appointment of additional women director on the Board. This revision will update the existing fee structure of Independent Non-Executive Directors (“INED”) to align with market rate and directors fee of listed companies. This resolution is to facilitate the payment of Directors’ fees and benefits on current financial year basis. In the event the proposed amount is insufficient, approval will be sought at the next AGM for the shortfall.
-
4. Ordinary Resolutions 3 & 4 – Re-election of Directors who retires in accordance with Clause 107 of the Constitution of the Company
STATEMENT ACCOMPANYING NOTICE OF THIRD ANNUAL GENERAL MEETING (pursuant to Paragraph 8.29(2) of the AMLR of Bursa Securities)
-
Details of individuals who are standing for election as Directors
-
No individual is standing for election as director at the forthcoming 3rd AGM of the Company.
-
Lau Yoon Kwai and Lee Cheng Seng are subject to retirement by rotation in accordance with Clause 107 of the Constitution of the Company and being eligible, have offered The information required pursuant to Practice 5.7 of the Malaysian Code on Corporate themselves for re-election as Directors of the Company at the 3rd AGM. The Board had via Governance in relation to the Directors who are standing for re-election at the 3rd AGM is the Nominating Committee of the Company assessed the performance, contributions and provided in the Profile of Directors of the Annual Report, including their latest interests in the fitness of Lau Yoon Kwai and Lee Cheng Seng and recommended for their re-appointment. shares of the Company disclosed under Analysis of Shareholdings of the Annual Report. The Board (save for the retiring Directors) had endorsed the Nominating Committee’s recommendation that they be re-appointed as Directors of the Company. 2. Statement relating to general mandate for issue of securities in accordance with Rule 6.04(3) of the AMLR of Bursa Securities.
-
5. Ordinary Resolution 5 – Re-appointment of Auditors of the Company Details of the general mandate to issue securities in the Company pursuant to Sections 75 The Board and the Audit and Risk Management Committee (“ARMC”) had assessed the and 76 of the Act are set out in Explanatory Note 6 to Special Business in the Notice of 3rd performance of Messrs Kreston John & Gan and are satisfied with the quality of services AGM of the Company. rendered and the competency and sufficiency of resources provided to the Group. The