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MMS VENTURES BERHAD — Proxy Solicitation & Information Statement 2026
Apr 21, 2026
71096_rns_2026-04-21_1a6beb73-379b-4fe7-a525-f16d3a6f8195.pdf
Proxy Solicitation & Information Statement
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NOTICE IS HEREBY GIVEN that the Twenty Second Annual General Meeting (“AGM”) of the Company will be held at Plot 84A, Lintang Bayan Lepas 9, Bayan Lepas Industrial Park, Phase 4, 11900 Bayan Lepas, Pulau Pinang on Friday, 22 May 2026, at 10.00 a.m. for the following purposes: -
A G E N D A
| ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the fnancial year ended 31 December 2025 together with the Reports of th Dirtr nd Aditr thrn |
(Please refer to |
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| e ecos a uos eeo. 2. To approve the payment of Directors’ Fees of up to RM370,000.00 for the fnancial year ending 31 December 2026. 3. To re-elect the following Directors retiring under the provisions of Clause 87 of the Constitution of the Company, and who being eligible had offered themselves for re-election: i) Mr. Foo Kee Fatt |
Note A) Resolution 1 Resolution 2 |
| ii) Ms. Khor Meow Ling 4. To re-appoint Messrs. BDO PLT as Auditors of the Company for the fnancial year ending 31 December 2026 and to authorise the Board of Directors to determine their remuneration. SPECIAL BUSINESS |
Resolution 3 Resolution 4 |
| To consider and, if thought ft, to pass with or without modifcations, the following Ordinary Resolutions:- 5.Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature |
Resolution 5 |
| “THAT subject to the Companies Act 2016 (“Act”), provisions of the Constitution of the Company and the requirements of the Bursa Malaysia Securities Berhad and other relevant governmental and regulatory authorities where such authority shall be necessary, approval be and is hereby given to the Company and/or its subsidiaries (“the Group”) to enter into and to give effect to the recurrent related party transactions as specifed in Part 1 Section 1.1 of the Circular to the Shareholders dated 23 April 2026 provided that such transactions which are necessary for the Group’s day to day operations are undertaken in the ordinary course of business, at arm’s length basis, on normal commercial terms which are not more favorable to the Mandated Related Parties than those generally available to the public and are not detrimental to the minority shareholders “ ’ ” |
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| of the Company (Proposed Renewal of Shareholders Mandate). AND THAT the Proposed Renewal of Shareholders’ Mandate shall continue to be in force until:- (a) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time it will lapse, unless by an ordinary resolution passed at the said AGM, the authority is renewed; or (b) the expiration of the period within which the next AGM after that date is required to be held pursuant to Section 340(2) of the Act (but must not extend to such extension as may be allowed pursuant to Section 340(4) of Act); or (c) revoked or varied by an ordinary resolution passed by the shareholders in a general meeting, whichever is earlier |
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| . AND FURTHER THAT the Directors of the Company be authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the ’ ” |
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| Proposed Renewal of Shareholders Mandate. 6.Proposed Authority to Issue and Allot Shares and Waiver of Pre-Emptive Rights “THAT subject always to the Companies Act 2016 (“Act”), the Constitution of the Company and the approvals of the relevant governmental/regulatory authorities, if applicable, the Board of Directors be and is hereby authorised to issue and allot shares in the Company from time to time until the conclusion of the next Annual General Meeting (“AGM”) and upon such terms and conditions and for such purposes as the Board of Directors may, in its absolute discretion, deem ft provided that the aggregate number of shares to be issued shall not exceed ten per centum (10%) of the total number of issued shares (excluding treasury shares) of the Company for the time being AND THAT pursuant to Section 85 of the Act to be read together with Clause 48(i) of the Constitution of the Company, approval be and is hereby given to waive the statutory pre-emptive rights of the shareholders of the Company to be offered new shares of the Company ranking equally to the existing issued shares arising from any issuance of new shares in the Company pursuant to Sections 75 and 76 of the Act; THAT the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malasia Securities Berhad |
Resolution 6 |
| y ; AND THAT such authority shall commence immediately upon the passing of this Resolution and continue to be in force until |
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| the conclusion of the next AGM of the Company.” 7.Proposed Renewal of Authority to Purchase its own Shares “THAT subject to the Companies Act 2016 (“Act”), provisions of the Constitution of the Company and the requirements of the Bursa Malaysia Securities Berhad (“Bursa Securities”) and other relevant governmental and regulatory authorities where such authority shall be necessary, the Board of Directors be authorised to purchase its own shares through Bursa Securities, |
Resolution 7 |
| subject to the following:- (a) the maximum number of shares which may be purchased by the Company shall not exceed ten per centum (10%) of the total number of issued shares of the Company at any point in time; |
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(b) the maximum fund to be allocated by the Company for the purpose of purchasing the Company’s shares shall not exceed the retained profts of the Company based on the latest Audited Financial Statements and/or the latest management |
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| accounts of the Company (where applicable) available at the time of the purchase(s); (c) the authority conferred by this resolution will be effective immediately upon the passing of this resolution; and shall continue to be in force until the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed either unconditionally or subject to conditions or the expiration of the period within which the next AGM is required by law to be held or unless revoked or varied by ordinary resolution passed by the shareholders in a general meeting, whichever occurs frst; |
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| (d) upon completion of the purchase(s) of the shares by the Company, the shares shall be dealt with in the following manner: - i) to cancel the shares so urchased; or |
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| p ii) to retain the shares so purchased in treasury for distribution as dividend to the shareholders and/or resell on the market of the Bursa Securities or subsequently cancelled; or |
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| iii) to retain part of the shares so purchased as treasury shares and cancel the remainder; or iv) in such other manner as the Bursa Securities and such other relevant authorities may allow from time to time. The Directors of the Company be and are hereby authorised to take all such steps as are necessary and entering into all other agreements, arrangements and guarantees with any party or parties to implement, fnalise and give full effect to the aforesaid purchase with full powers to assent to any conditions, modifcations, revaluations, variations and/or amendments, if any, as may be imposed by the relevant authorities from time to time to implement or to effect the purchase of the Company’s shares in accordance with the Act, the requirements of the Bursa Securities and any other regulatory authorities, |
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and other relevant approvals.” 8. To transact any other business for which due notice shall have been given in accordance with the Act. |
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| By Order of the Board, | |
ANGELINA CHEAH GAIK SUAN (MAICSA 7035272) |
SSM PC No. : 202008002177 LEE MEI-MEI (MAICSA 7062284) |
| Proxy 1. In respect of deposited securities, only depositors whose names appear in the Record of Depositors as at 15 May 2026 shall be entitled to attend the Meeting and to speak or vote thereat. |
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2. A member entitled to attend and vote at the meeting shall be entitled to appoint two (2) or more proxies to attend and vote in his stead, at the same meeting. Where a member appoints more than one (1) proxy, the appointments shall not be valid unless the member specifes the proportions of his shareholdings to be represented by each proxy. A proxy need not be a Member of the Company and a member may appoint any person to be his proxy. 3. Where a member is an authorised nominee as defned under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each securities account it holds which is credited with ordinary shares of the Company. |
4. Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple benefcial 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. |
| 5. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, if the appointer is a corporation, either under its Common Seal or under the hand of its offcer or attorney duly authorised. |
6. The instrument appointing a proxy and the power of attorney or other authority (if any), under which it is signed or a duly notarised certifed copy of that power or authority, shall be deposited at the Registered Offce of the Company at Suite S-21-H, 21stFloor, Menara Northam, 55 Jalan Sultan Ahmad Shah, 10050 George Town, Penang not less than forty-eight (48) hours before the time for holding the Meeting or any adjournments thereof i.e. by Wednesday, 20 May 2026 at 10.00 a.m.. |
| NOTES: |
| A. This Agenda item is meant for discussion only as the provision of Section 340(1)(a) of the Act do not require a formal approval of the shareholders and hence, is not put forward for voting. |
B. The profle of the Directors who are standing for re-election (as per Resolutions 2 & 3 stated above) at this AGM are set out in the “Profle of Directors” section from pages 4 to 7 of the Company’s Annual Report 2025. The details of any interest in securities held by the said Directors are set out in the “Analysis of Directors’ Shareholdings” section on page 117 of the Company’s Annual Report 2025 |
| . C. The proposed Ordinary Resolution 1, accordance with Clause 95 of the Constitution of the Company and Section 230(1) of the Act and if passed, will facilitate the payment of Directors’ fees on a current year basis. If the proposed Directors’ fees is insuffcient, the Board will seek the approval from the shareholders at the next AGM for additional fees to meet the shortfall. |
| EXPLANATORY NOTES ON ORDINARY AND SPECIAL BUSINESS: 1. Ordinary Resolution 2 & 3 |
| The proposed resolution is on the re-election of Mr. Foo Kee Fatt and Ms. Khor Meow Ling who will retire at the Twenty Second AGM in accordance with Clause 87 of the Company’s Constitution. The profle of the retiring Directors is set out in the Annual Report 2025. The Nomination & Remuneration Committee has taken into account the Board Performance Evaluation including the results of assessment for the retiring Directors and concurred that they have met the Board’s expectation in terms of experience, expertise, integrity, competency, commitment and individual contribution by continuously performing their duties diligently as Directors of the Company. The Board recommended them to be re-elected as Directors of the Company. 2. Ordinary Resolution 5 |
The proposed resolution, if passed, will authorise the Company and/or its subsidiaries to enter into recurrent related party transactions of revenue or trading nature. The recurrent related party transactions are in the ordinary course of business and which are not more favorable to the Mandated Related Parties than those generally available to the public. This authority, unless revoked or varied at a general meeting, will expire at the next AGM of the Company. Please refer to the Circular to Shareholders dated 23 April 2026. |
3. Ordinary Resolution 6 |
The proposed Resolution, if passed, will allow the Company to waive the statutory pre-emptive rights of the shareholders of the Company to be offered with the new shares ranking equally to the existing issued shares of the Company arising from any issuance of new shares in the Company pursuant to this mandate. |
| This is also to approve the disapplication of statutory pre-emption rights under Section 85 of the Act, to allot new shares (or to grant rights over shares) without frst offering them to existing shareholders in proportion to their holdings pursuant to the general mandate. |
| The proposed resolution, if passed, will renew the authority to empower the Directors of the Company to issue and allot shares up to an amount not exceeding in total ten per centum (10%) of the total number of issued shares (excluding treasury shares) of the Company from time to time and for such purposes as the Directors consider would be in the interest of the Company. The renewed mandate will provide fexibility to the Company for any possible fund-raising activities, including but not limited to further placing of shares, for purpose of funding future investment, working capital and/or acquisitions. In order to avoid any delay and costs involved in convening a general meeting, it is thus appropriate to seek shareholders’ approval. This authority will, unless revoked or varied by the Company in general meeting, expire at the next AGM of the Company. 4. Ordinary Resolution 7 |
The proposed resolution, if passed, will empower the Directors of the Company to purchase the Company’s own shares up to ten per centum (10%) of the total number of issued shares of the Company by utilising the funds allocated which shall not exceed the total retained profts of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company. Further information on the proposed resolution is set out in the Circular to Shareholders dated 23 April 2026. |
Personal data privacy: By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, participate, speak and vote at this meeting, 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 this meeting and the preparation and compilation of the attendance lists, minutes and other documents relating to this meeting, 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. STATEMENT ACCOMPANYING NOTICE OF AGM
DETAILS OF INDIVIDUALS WHO ARE STANDING FOR ELECTION AS DIRECTORS (EXCLUDING DIRECTORS STANDING FOR A RE-ELECTION) Pursuant to Paragraph 8.27(2) of the Bursa Securities Listing Requirements for Main Market, no individual is seeking election as a Director at the Twenty Second AGM of the Company.
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