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ROHAS TECNIC BERHAD Proxy Solicitation & Information Statement 2026

Apr 28, 2026

71377_rns_2026-04-28_9678ead9-601c-4ae7-a603-be2f64f41bbe.pdf

Proxy Solicitation & Information Statement

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ROHAS TECNIC BERHAD (Registration No. 199401016997 (302675-A)) (Incorporated in Malaysia)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Thirty-Second (32nd ) Annual General Meeting (“ AGM ”) (“ 32nd AGM ”) of Rohas Tecnic Berhad (the “ Company ”) will be held at Topas Room, Ground Floor, The Saujana Hotel Kuala Lumpur, Saujana Resort, Jalan Lapangan Terbang SAAS, 40150 Shah Alam, Selangor Darul Ehsan, Malaysia (“ Meeting Venue ”) on Thursday, 11 June 2026 at 10:00 a.m. for the following purposes:

AS ORDINARY BUSINESS:

  1. To receive the Audited Financial Statements of the Company for the financial year ended 31 December 2025 together with the Reports of the Directors and Auditors thereon. (Please refer Explanatory Note A)

  2. To re-elect the following Directors, each of whom retires in accordance with Clause 139 or Clause 144 (where applicable) of the Company’s Constitution and being eligible, offers himself or herself for re-election: -

  3. (i) Sia Bun Chun (Clause 139) (Ordinary Resolution 1) (ii) Wan Afzal-Aris Wan Azmi (Clause 144) (Ordinary Resolution 2) (iii) Amylia Azlan (Clause 144) (Ordinary Resolution 3)

Dr. Ir. Jeyanthi Ramasamy who also retires by rotation in accordance with Clause 139 of the Company’s Constitution, has expressed her intention not to seek re-election. Hence, she will retain office until the conclusion of the 32nd AGM. 3. To approve the Directors’ fees and benefits payable to the Non-Executive Directors of up to RM845,600.00 from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company. (Ordinar y Resolution 4)

  1. To re-appoint BDO PLT as Auditors of the Company for the financial year ending 31 December 2026 and to authorise the Directors to fix their remuneration. (Ordinary Resolution 5) AS SPECIAL BUSINESS: To consider and if thought fit, to pass the following Resolution as Ordinary Resolution: -

Notes:

  • (1) In respect of deposited securities, only members whose names appear in the Record of Depositors on 3 June 2026 (General Meeting Record of Depositors) shall be eligible to attend and vote at this Annual General Meeting (“AGM” or “Meeting”), or appoint a proxy to attend and vote on his behalf. A proxy may but need not be a member of the Company.

  • (2) A member who is an authorised nominee may appoint not more than two (2) proxies in respect of each securities account he holds with ordinary shares of the Company standing to the credit of the said securities account. A member other than an authorised nominee shall be entitled to appoint not more than two (2) proxies to attend and vote at the same meeting. For a member who 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 the member holds.

  • (3) Where a member appoints more than one (1) proxy, the appointment shall be invalid unless the member specifies the proportions of the member’s shareholding to be represented by each proxy.

  • (4) The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if the appointor is a corporation either under Common Seal or under the hand of an officer or attorney duly authorised.

(5) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the office of the Share Registrar, Securities Services (Holdings) Sdn. Bhd. at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan not less than forty-eight (48) hours before the time for holding the Meeting or any adjournment thereof. All resolutions set out in this notice of meeting are to be voted by poll.

The Administrative Guide for the Conduct of a General Meeting is available for download at rohastecnic.com.

EXPLANATORY NOTES: -

5. ORDINARY RESOLUTION

AUTHORITY FOR DIRECTORS TO ISSUE SHARES

“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 governmental and/or regulatory authorities, where such approval is necessary, the Directors of the Company be and are hereby authorised and empowered, pursuant to Sections 75 and 76 of 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 and for such purposes and to such person or persons whomsoever the Directors of the Company may in their absolute discretion deem fit 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 for the time being to be utilised before the conclusion of the next Annual General Meeting (“ AGM ”) of the Company (hereinafter referred to as the “ General Mandate ”).

THAT in connection with the above, pursuant to Section 85 of the Act to be read together with Clauses 16 and 17 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 ranking equally to the existing issued shares arising from any issuance of new shares pursuant to the General Mandate;

AND THAT the Directors of the Company be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued pursuant to the General Mandate.

Note A - Audited Financial Statements

The Audited Financial Statements laid at this Meeting pursuant to Section 340(1)(a) of the Companies Act 2016 are meant for discussion only. It does not require shareholders’ approval, and therefore, shall not be put for voting.

Ordinary Resolution 1 to 3 – Re-election of Directors

In accordance with Clause 139 of the Constitution of the Company, an election of Directors shall take place each year during the AGM. Each director shall retire from office at least once in every three (3) years but shall be eligible for re-election. A Director appointed or confirmed by ordinary resolution shall retire at the AGM in the subsequent year. 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 yearly at the conclusion of the AGM. A retiring Director shall retain office until the close of the meeting at which he or she retires.

In accordance with Clause 144, a person who is appointed as a Director shall hold office only until the next AGM and shall then be eligible for re-election.

At the 32nd AGM, the following Directors are standing for re-election as Directors of the Company, and being eligible, have offered themselves for re-election:-

  • (i) Sia Bun Chun (Clause 139)

  • (i) Wan Afzal-Aris Wan Azmi (Clause 144)

AND FURTHER 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.” (Ordinary Resolution 6)

6. ORDINARY RESOLUTION PROPOSED SHARE BUY-BACK AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES (“PROPOSED SHARE BUY-BACK AUTHORITY”)

“THAT subject to the Companies Act, 2016 (“ the Act ”), rules, regulations and orders made pursuant to the Act, the provisions of the Company’s Constitution, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“ Bursa Securities ”) and any other relevant authorities, the Directors of the Company be and are hereby authorised to purchase such number of ordinary shares of the Company as may be determined by the Directors through Bursa Securities at any time, upon such terms and conditions as the Directors shall in their absolute discretion deem fit and expedient in the best interest of the Company provided that:

  • (a) the aggregate number of ordinary shares which may be purchased and/or held by the Company does not exceed ten percent (10%) of the total number of issued shares of the Company at any point of time; and

  • (b) the maximum amount of funds to be allocated by the Company for the purchase of its own ordinary shares shall not exceed the Company’s retained profits at the time of such purchase.

THAT the Directors be and are hereby further authorised to deal with the ordinary shares so purchased in their absolute discretion (which may be distributed as dividends, resold, transferred, cancelled and/or in any other manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act, the provisions of the Company’s Constitution, the Main Market Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force);

THAT such authority conferred by this resolution will commence immediately upon the passing of this resolution and shall continue to be in force until:

  • (a) the conclusion of the next Annual General Meeting (“ AGM ”) of the Company, at which time the authority will lapse unless by ordinary resolution passed at the meeting, the authority is renewed, either unconditionally or subject to conditions; or

  • (b) the expiration of the period within which the next AGM is required by law to be held; or

  • (c) revoked or varied by an ordinary resolution passed by the shareholders in a general meeting,

  • (i) Amylia Azlan (Clause 144)

(items (i) to (iii) collectively refers as “Retiring Directors”)

Dr. Ir. Jeyanthi Ramasamy who also retires by rotation in accordance with Clause 139 of the Company’s Constitution, has expressed her intention not to seek re-election. Hence, she will retain office until the conclusion of the 32nd AGM. The Board has endorsed the recommendation from the Nomination and Remuneration Committee (“ NRC ”) to re-elect the Retiring Directors as they have met all criteria as set forth in the Directors’ Fit and Proper Policy of the Company and based on the satisfactory outcome of their Individual Directors Performance Evaluation, where applicable. Further, they possess the required skill set to facilitate and contribute to the Board’s effectiveness and value.

The profile of the Retiring Directors are set out of in the Profiles of the Board of Directors of the Annual Report 2025.

Ordinary Resolution 4 – Directors’ Fees and Benefits Payable

Pursuant to Section 230(1) of the Companies Act 2016, fees and benefits payable (“ Remuneration ”) to the Directors of the Company shall be approved by the shareholders at a general meeting. The Company is requesting shareholders’ approval for the payment of Remuneration to Non-Executive Directors (“ NEDs ”) for the period from the conclusion of this Annual General Meeting up until the conclusion of the next Annual General Meeting of the Company. The Remuneration comprises Directors’ fees, meeting attendance allowances, benefits in kind and other emoluments.

The total Remuneration paid to the NEDs for the financial year ended 31 December 2025 was RM480,766.45, the details of which are published in the Corporate Governance Report on the Company’s website at rohastecnic.com.

The Remuneration payable for the NEDs for the period from the conclusion of this AGM until the conclusion of the next AGM of the Company (“ Mandate Period ”) are estimated not to exceed RM845,600.00. The calculation is based on the estimated Directors’ fees, the size of the Board and Board Committees and the number of meetings estimated to be held during the Mandate Period, travelling allowances, benefits in kind and premium for insurance coverage and/or possible claims for hospital, surgery and personal accident required. The Board will seek shareholders’ approval at the next AGM in the event the proposed Remuneration is insufficient.

Ordinary Resolution 5 – Re-Appointment of Auditors

The Audit and Risk Management Committee (“ARMC”) evaluated BDO PLT’s performance, effectiveness, independence, and objectivity. Satisfied with this assessment, the ARMC recommended to the Board the re-appointment of BDO PLT as Auditors of the Company for the financial year ending 31 December 2026, with their remuneration to be determined by the Board. The Board endorsed the ARMC’s recommendation and proposes it to the shareholders for approval at the 32nd AGM.

Ordinary Resolution 6 – Authority for Directors to issue shares

whichever is the earlier;

AND THAT the Directors of the Company be and are hereby authorised to take all such steps as are necessary or expedient to implement, finalise and give full effect to the purchase of the ordinary shares of the Company pursuant to the Proposed Share Buy-Back Authority with full powers to assent to any conditions, modification, variations and/ or amendments as may be required or imposed by the relevant authorities and with full power to do all such acts and things (including executing all such documents as may be required) as the Directors may deem fit and expedient in the best interest of the Company.” (Ordinary Resolution 7)

  1. To transact any other business of the Company of which due notice shall have been given.

BY ORDER OF THE BOARD

TAN KAH KOON (MAICSA 7066666) (SSM PC No.: 201908001500) CHONG MEI YAN (MAICSA 7047707) (SSM PC No.: 202008001961)

The Company wishes to renew the mandate on the authority to issue shares pursuant to the Act at the 32nd AGM of the Company. The Company had been granted a general mandate by its shareholders at the 31st AGM of the Company held on 10 June 2025 (hereinafter referred to as the “ Previous Mandate ”). The Previous Mandate granted by the shareholders had not been utilised and hence, no proceeds were raised therefrom.

This Proposed Resolution 6 which is an Ordinary Resolution, if passed, will grant a renewed general mandate and waiver of the statutory pre-emptive rights which will provide flexibility for the Company and will empower the Directors to issue new shares in the Company up to an amount not exceeding in total ten percent (10%) of the issued share capital of the Company for the purpose of funding current and/or future investment projects, working capital, and/or strategic development of the Group. This would eliminate any delay arising from and cost involved in convening a general meeting to obtain approval of the shareholders for such issuance of shares. This authority, unless revoked or varied at a general meeting, will be valid until the conclusion of the next AGM.

Ordinary Resolution 7 – Proposed Share Buy-Back Authority

This Proposed Ordinary Resolution 7, if passed, will allow the Company to purchase its own shares through Bursa Securities up to ten per centum (10%) of the total number of issued shares of the Company. Please refer to the Share BuyBack Statement dated 30 April 2026 for further details of the Proposed Share Buy-Back Authority.

Company Secretaries 30 April 2026

ROHAS TECNIC BERHAD Registration No. 199401016997 (302675-A) (Incorporated in Malaysia)

ADMINISTRATIVE GUIDE

for the Thirty-Second Annual General Meeting (“32nd AGM” or “Meeting”) of Rohas Tecnic Berhad (the “Company”).

Date :
Thursday, 11 June 2026 at 10:00 a.m. or any adjournment thereof
Time :
10.00 a.m.
Meeting Venue :
Topas Room, Ground Floor, The Saujana Hotel Kuala Lumpur, Saujana Resort, Jalan
Lapangan Terbang SAAS, 40150 Shah Alam, Selangor Darul Ehsan, Malaysia

1. Entitlement to Attend and Vote

  • In respect of deposited securities, only a depositor whose name appears in the Record of Depositors as at 3 June 2026 shall be eligible to attend the 32nd AGM or appoint proxy(ies) or corporate representative to attend and/or vote in his/her stead.

  • A member is entitled to appoint proxy(ies) to attend and vote in his/her stead by submitting the Form of Proxy in accordance with the notes and instructions as set out in the Notice of the AGM/Form of Proxy.

  • If you are unable to attend the 32nd AGM, you are encouraged to appoint a proxy or the Chairman of the Meeting as your proxy. Please indicate your voting instructions in the Proxy Form.

  • If you wish to attend the Meeting yourself, please do not submit any Form of Proxy. You will not be allowed to attend the Meeting together with proxy(ies) appointed by you.

  • The instrument appointing proxy(ies) must be deposited at the office of the Share Registrar, Securities Services (Holdings) Sdn. Bhd. at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan not less than forty-eight (48) hours before the time for holding the Meeting or any adjournment thereof. Alternatively, Proxy Form may be submitted to Securities Services (Holdings) Sdn. Bhd. (“ SSHSB ”) via facsimile (Fax No.: 03-2094 9940/ 03-2095 0292) or by email to [email protected], in either case, not less than forty-eight (48) hours before the time for holding the Meeting or any adjournment thereof.

2. Poll Voting

  • Pursuant to Rule 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions as set out in the Notice of the AGM will be put to vote by poll.

  • The polling processes shall be managed by SSHSB as the Share Registrar and Commercial Quest Sdn Bhd as the independent scrutineers (“Scrutineers”) to verify and validate the results of the poll of the AGM.

3. Result of the Voting

The resolutions proposed at the 32nd AGM and the results of the voting will be announced at the 32nd AGM and subsequently via an announcement made by the Company through Bursa Securities at www.bursamalaysia.com.

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Rohas Tecnic Berhad [Registration No. 199401016997 (302675-A)] Administrative Guide for the Thirty-Second Annual General Meeting (“32nd AGM”)

4. Annual Report 2025 and other AGM Documents

The following documents are available on the Company’s website at https://rohastecnic.com/annual-reports/ :-

  • Annual Report 2025

  • Corporate Governance Report 2025.

  • Share Buy-Back Statement

  • Notice of 32st AGM, Proxy Form, Letter to Shareholders and Administrative Guide for the 32nd AGM.

We encourage viewing the e-versions of the above documents. However, if you require a printed copy of the Annual Report 2025, you may request a printed copy of the Annual Report 2025 by log on to the weblink provided by the Company’s Share Registrar as follows:-

Step 1 - Visit https://www.sshsb.com.my/new/requestarep.aspx Step 2 - Key in “Rohas Tecnic Berhad” and complete the online request form Step 3 - Click the “Send” button to submit your request

Should you have any queries on the foregoing, please do not hesitate to contact the Company’s Share Registrar at their general line +603-2084 9000 to speak with Puan Norhasliliwati or Cik Nur Suhaila.

The printed copy of the Annual Report 2025 will be sent to you by ordinary post within four (4) market days from the date of receipt of your request. Please note that printed copy of the Annual Report 2025 will be available only upon request. * There may be delays in Annual Report delivery by ordinary post and responses to queries by mail.

5. Communication Guide

Shareholders are reminded to monitor the Company’s website and announcements for any changes relating to the 32nd AGM arrangements.

6. Location

The Meeting Venue is located at The Saujana Hotel Kuala Lumpur, Jalan Lapangan Terbang SAAS, 40150 Shah Alam, Selangor, Malaysia. The venue is conveniently accessible via major highways including the New Klang Valley Expressway (NKVE), Federal Highway, and Guthrie Corridor Expressway (GCE).

For guests travelling via public transportation, the nearest station is Ara Damansara LRT Station on the Kelana Jaya Line. From the station, the resort is approximately 3 kilometres away, which is about a short e-hailing ride to the hotel. Guests travelling from KL Sentral may take the Kelana Jaya Line directly to Ara Damansara LRT Station.

7. On-Site Parking

Guests attending the 32nd AGM may park their vehicles at Car Park A, B or C within The Saujana Hotel Kuala Lumpur compound. Upon entering through the main entrance of the hotel, guests may proceed straight ahead to Car Park A, with Car Park B located adjacent to it and Car Park C located further inside the resort compound. Parking is complimentary, and no parking validation is required. Please note that there are limited parking lots available and is on a first-come, first-served basis.

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Rohas Tecnic Berhad [Registration No. 199401016997 (302675-A)] Administrative Guide for the Thirty-Second Annual General Meeting (“32nd AGM”)

8. Registration

  • Registration will commence at 8:30 a.m. and will end at a time as directed by the Chairman of the Meeting.

  • Please present your original MyKad/Passport (for foreigner) at the registration counter and make sure you collect your MyKad/Passport thereafter.

  • Once registered, you will be given a wristband for entry to the AGM venue. No person will be allowed to enter the venue without wearing the wristband.

  • There will be no replacement of wristband in the event that you lose or misplace the wristband.

  • No person will be allowed to register on behalf of another person even with the original MyKad/Passport of that other person.

  • The registration counter will only handle your registration. If you have any enquiry, please proceed to the Help Desk. The Help Desk will be located next to the registration counter in the same area.

9. Refreshment and door gift(s)

  • Light refreshment will be served before the commencement of the 32nd AGM.

  • There will be no distribution of door gift(s) or vouchers at the 32nd AGM.

10. Other Information

  • Strictly NO RECORDING OR PHOTOGRAPHY of the 32nd AGM proceedings is allowed.

  • The Company reserves the right to deny entry to any individual who does not comply with the above standard operating procedures.

11. Enquiries

If you have any enquiries prior to the Meeting, please contact the following persons during office hours, Mondays to Fridays from 8:30 a.m. to 12:15 p.m. and from 1:15 p.m. to 5:30 p.m. (except on public holidays):-

Securities Services (Holdings) Sdn. Bhd.

General Line : 603 - 2084 9000 Fax : 603 - 2094 9940 / +603 2095 0292 Email : [email protected]

Contact Person

  • Puan Norhasliliwati (DID: +603 20849163)

  • Cik Nur Suhaila (DID: +603 2084 9169)

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