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OPENMOVE AI BERHAD — Proxy Solicitation & Information Statement 2026
Apr 28, 2026
71194_rns_2026-04-28_58ae9ecb-cb8c-4143-88ad-660577443ead.pdf
Proxy Solicitation & Information Statement
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NOTICE OF ANNUAL GENERAL MEETING
OPENMOVE AI BERHAD
(Formerly known as Rexit Berhad) Registration No. 200401029606 (668114-K)
(Incorporated in Malaysia)
NOTICE IS HEREBY GIVEN that the Twenty First (21st) Annual General Meeting (“AGM”) of the Company will be held at View on Eleven Hall, Level 11, Royale Chulan The Curve, 6 Jalan PJU 7/3, Mutiara Damansara, 47800 Petaling Jaya, Selangor Darul Ehsan on Tuesday, 9 June 2026 at 9.00 a.m. for the following purposes: -
AGENDA
AS ORDINARY BUSINESS:
| 1. To receive the Audited Financial Statements for the fnancial year ended 31 December 2025 together with the Reports of the Directors and Auditors thereon. |
Please refer to Explanatory Note (1) |
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| 2. To elect the following Directors who retire pursuant to Article 131 of the Company’s Constitution and being eligible, offer themselves for re-election:- (a) Chua Oou Chuan (b) Wong Tack Heng |
Resolution 1 Resolution 2 |
| 3. To approve the payment of Directors’ fees of up to RM660,000 and Directors’ benefts of up to RM28,800 from 10 June 2026 until the next AGM of the Company. |
Resolution 3 |
| 4. To re-appoint Nexia SSY PLT as Auditors of the Company for the ensuing year and to authorise the Directors to determine their remuneration. |
Resolution 4 |
| AS SPECIAL BUSINESS: | |
| To consider and if thought ft, to pass the following resolutions:- | |
| 5. Ordinary Resolution – Authority to Issue and Allot Shares Pursuant to Section 75 and Section 76 of the Companies Act 2016 |
Resolution 5 |
| “THAT, subject always to the Companies Act 2016 (“the Act”), the Constitution of the Company and the approvals from Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other relevant governmental and/or regulatory authorities, the Directors of the Company be and are hereby empowered pursuant to the Act, to issue and allot shares in the capital of the Company from time to time at such price and upon such terms and conditions, for such purposes and to such person or persons whomsoever the Directors of the Company may in their absolute discretion, deem ft, provided always that the aggregate number of shares issued pursuant to this resolution does not exceed ten percent (10%) of the total number of issued shares of the Company (excluding treasury shares) for the time being and that such authority shall commence immediately upon the passing of this resolution and continue to be in force until the conclusion of the next AGM of the Company. |
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| AND THAT the Directors of the Company be and are also empowered to obtain the approval for the listing of and quotation on Bursa Securities for the additional shares so issued; |
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| AND FURTHER THAT the new shares to be issued shall, upon allotment and issuance, rank equally in all respects with the existing shares of the Company, save and except that they shall not be entitled to any dividends, rights, allotments and/or any other forms of distribution that which may be declared, made or paid before the date of allotment of such new shares.” |
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| 6. Ordinary Resolution – Proposed Renewal of Authority for the Purchase by the Company of its own Shares |
Resolution 6 |
| “THAT subject to compliance with all applicable rules, regulations and orders made pursuant to the Act, provisions in the Company’s Constitution, the Listing Requirements of Bursa Securities and any other relevant authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of the Company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem ft and expedient in the interest of the Company provided that: |
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| (a) the aggregate number of shares purchased or held does not exceed 10% of the total number of issued shares of the Company as quoted on Bursa Securities at the time of purchase; and |
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| (b) the maximum fund to be allocated by the Company for the purpose of purchasing such number of shares shall not exceed the total retained profts of the Company at the time of the said purchase; |
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| THAT, upon completion of the purchase(s) of the ordinary shares of the Company, the Directors of the Company be and are hereby authorised to deal with the ordinary shares so purchased in the following manner:- |
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| (a) to cancel all or part of the ordinary shares so purchased; or |
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| (b) to retain all or part of the ordinary shares so purchased as treasury shares; or |
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| (c) to distribute the treasury shares as dividend to shareholders and/or resell on Bursa Securities or subsequently cancelled; or |
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| (d) in any other manner prescribed by the Act, rules, regulations and orders made to the Act, the Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force. |
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| THAT the authority conferred by this resolution will commence immediately upon passing of this resolution and will continue to be in force until:- | |
| (a) at the conclusion of the next AGM of the Company at which time the authority shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed either unconditionally or subject to conditions; or |
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| (b) the expiration of the period within which the next AGM is required by law to be held; or |
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| (c) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting; |
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| whichever occurs frst, but not so as to prejudice the completion of purchase by the Company before the aforesaid expiry date and in any event, in accordance with the provisions of the guidelines issued by Bursa Securities and any other relevant authority; |
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| AND THAT, authority be and is hereby given to the Directors of the Company and/or any one of them to take all such steps as are necessary or expedient to implement, fnalise or to effect the aforesaid share buy-back with full powers to assent to any conditions, modifcations, variations, and/or amendments as may be required or imposed by the relevant authorities and to do all such acts and things (including executing all documents) as the Board may deem ft and expedient in the best interest of the Company.” 7. To transact any other business for which due notice shall have been given. |
By Order of the Board
WONG MEE KIAT (MAICSA 7058813) (PC NO. 202008001958) LIM LI HEONG (MAICSA 7054716) (PC NO. 202008001981) LIM YEN TENG (LS 0010182) (PC NO. 201908000028) Company Secretaries
Dated: 30 April 2026
Company is requesting shareholders’ approval for the payment of fees and benefits for the period commencing 10 June 2026 up till the next AGM of the Company in 2027. The benefits comprise of meeting allowances payable to Directors.
Notes:-
- (i) Only members whose names appear in the Record of Depositors as at 3 June 2026 will be entitled to attend and vote at the Meeting.
4. Resolution 4 – Re-appointment of Auditors
- (ii) A member of the Company entitled to attend and vote at the meeting is entitled to appoint not more than two (2) proxies to attend and vote in his stead. Where a member appoints two proxies, the appointment shall be invalid unless the member specifies the proportion of his holdings to be represented by each proxy.
Nexia SSY PLT has met the criteria prescribed under the Rule 15.21 of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad and indicated their willingness to continue their services for the next financial year. The Board and Audit and Risk Management Committee had recommended the re-appointment of Nexia SSY PLT for the financial year ending 31 December 2026.
- (iii) Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991 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.
5. Resolution 5 – Authority to Issue and Allot Shares Pursuant to Section 75 and
76 of the Companies Act 2016
The Company had during its 20th AGM held on 27 May 2025 obtained from its shareholders, a general mandate pursuant to Sections 75 and 76 of the Act to issue and allot shares in the Company up to 10% of the total number of issued shares of the Company and this mandate had not been exercised by the Company.
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(iv) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or the hand of its officer or its duly authorised attorney.
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(v) The instrument appointing a proxy shall be deposited at the Share Registrar of the Company at E-10-4, Megan Avenue 1, 189, Jalan Tun Razak, 50400 Kuala Lumpur not less than forty-eight (48) hours before the time for holding the meeting or at any adjournment thereof.
The proposed Resolution 5 is a renewal mandate of the general mandate for the issuance of shares by the Company under Sections 75 and 76 of the Act. Pursuant to Section 85 of the Act and Article 76 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. This Proposed Resolution 5, if passed, will exclude the shareholders’ pre-emptive right to be offered new shares to be issued by the Company.
- (vi) Pursuant to Rule 8.31A(1) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in this Notice will be put to a vote by way of a poll.
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. This mandate would provide the Company with the flexibility to raise funds, including but not limited to placing of shares to finance future investment(s), project(s), acquisition(s) and/or working capital without having to convene a general meeting.
Explanatory Notes
1. Agenda 1 – Audited Financial Statements and the Reports of the Directors and Auditors
- Agenda item no. 1 is meant for discussion only. The provisions of Section 340(1) (a) of the Act and the Constitution of the Company require that 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 shareholders.
6. Resolution 6 – Proposed Renewal of Authority for Share Buy-Back
This resolution will empower the Directors of the Company to purchase the Company’s shares up to 10% of the total number of issued shares of the Company by utilising the funds allocated which shall not exceed the total retained profits 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 Renewal of Authority for Share Buy-Back is set out in the Statement to Shareholders dated 30 April 2026, which can be downloaded from www.openmove.ai.
2. Resolutions 1 to 2 – Re-election of Directors
- Article 131 of the Company’s Constitution provides that an election of Directors shall take place each year at the AGM of the Company where one third (1/3) of the Directors 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 (1/3) shall retire from office and be eligible for re-election. Provided always that all Directors shall retire from office once at least in each three (3) years but shall be eligible for re-election. Mr. Chua Oou Chuan and Mr. Wong Tack Heng are standing for re-election as Directors of the Company by rotation in accordance with Article 131 of the Company’s Constitution, and being eligible, have offered themselves for re-election.
Personal data privacy:
By submitting an instrument appointing proxy(ies) and/or representative(s) to attend, speak and vote at the annual general meeting and/or any adjournment thereof, a member of the Company:
(a) consents to the collection, use and disclosure of the shareholder’s personal data by the Company (or its agents) for the purpose of processing and administration by the Company (or its agents) of proxies and representatives appointed for the annual general meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the annual general meeting (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”); and/or guidelines (collectively, the “Purposes”);
- The Board through its Nominating Committee had assessed the Directors and agreed that they meet the criteria as prescribed by Rule 2.20A of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad on character, experience, integrity, competence and time to effectively discharge their roles as Directors.
The profiles of the Directors standing for re-election and their nature and extent of any conflict of interest or potential conflict of interest, including interest in any Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”); competing business, that they have with the Company or its subsidiaries are set out in the Annual Report 2025. (b) warrants that where the shareholder discloses the personal data of the shareholder’s proxy(ies) and/or representative(s) to the Company (or its agents), the shareholder The details of their interest in the securities of the Company are set out in the Analysis has obtained the prior consent of such proxy(ies) and/or representative(s) for the of Shareholdings of the Annual Report. Purposes; and 3. Resolution 3 – Payment of Directors’ fees and benefits (c) agrees that the shareholder will indemnify the Company in respect of any penalties, Pursuant to Section 230(1) of the Act, fees and benefits payable to the Directors of liabilities, claims, demands, losses and damages as a result of the shareholder’s the Company will have to be approved by the shareholders at a general meeting. The breach of warranty.
(b) warrants that where the shareholder discloses the personal data of the shareholder’s proxy(ies) and/or representative(s) to the Company (or its agents), the shareholder has obtained the prior consent of such proxy(ies) and/or representative(s) for the Purposes; and