Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sign up Log in

SALUTICA BERHAD Proxy Solicitation & Information Statement 2025

Oct 22, 2025

71385_rns_2025-10-22_bd5741cc-4188-49af-9f54-f1a74fd184ac.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

SALUTICA BERHAD

NOTICE OF ANNUAL GENERAL MEETING

(Registration No. 201201040303 (1024781-T))

NOTICE IS HEREBY GIVEN that the Thirteenth Annual General Meeting (“13th AGM”) of SALUTICA BERHAD (“ Salutica ” or the “ Company ”) will be held at No. 3, Jalan Zarib 6, Kawasan Perindustrian Zarib, 31500 Lahat, Ipoh, Perak Darul Ridzuan on Monday, 24 November 2025 at 10.30 a.m. to transact the following business:-

BY ORDER OF THE BOARD

CHAN SHOOK LING (SSM PC NO. 202008004150 (MIA 17167) KHAW TEIK THYE (SSM PC NO. 202208000728) (MIA 11616) CHONG LAY KIM (SSM PC NO. 202008001920) (LS 0008373)

AGENDA

Ordinary Business

Company Secretaries

1.
To receive the Audited Financial Statements for the fnancial year ended 30 June 2025 together with the Directors’ and
the Auditors’ Reports thereon.		 Please refer to Note 1
of Explanatory Notes
2.
To approve the payment of Directors’ fees of RM418,000.00 for the fnancial year ended 30 June 2025.		 Ordinary Resolution 1
3.
To re-elect the following Directors who are retiring pursuant to Clause 76(3) of the Constitution of the Company (“the
Constitution”):-
(i)
Mr. Low Teng Lum		 Ordinary Resolution 2
(ii)
Mr. Joshua Lim Phan Yih		 Ordinary Resolution 3
4.
To re-appoint Messrs PKF PLT as Auditors of the Company for the fnancial year ending 30 June 2026 and to authorise
the Directors to fx their remuneration.
Special Business
To consider and, if thought ft, to pass with or without modifcations, the following Ordinary Resolutions:-		 Ordinary Resolution 4
5.
Authority to Issue and Allot Shares of the Company Pursuant to Sections 75 and 76 of the Companies Act
2016		 Ordinary Resolution 5
“THATpursuant to Sections 75 and 76 of the Companies Act 2106 (the “Act”), Main Market Listing Requirements
of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing Requirements”) and the approval of the relevant
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 ft, 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 10% of the total number of issued shares (excluding
any treasury shares) of the Company for the time being (“Proposed General Mandate”).

Kuala Lumpur 24 October 2025

Notes:-
1.
For the purpose of determining who shall be entitled to attend the 13thAGM, the Company shall be requesting Bursa Malaysia Depository Sdn
Bhd to make available to the Company, a Record of Depository as at 17 November 2025. Only a member whose name appears on this Record of
Depositors shall be entitled to attend the 13thAGM or appoint a proxy to attend, speak and vote on his/her/its behalf.
2.
A member who is entitled to attend the 13thAGM is entitled to appoint a proxy or attorney or in the case of a corporation, to appoint a duly
authorised representative to attend, participate, speak and vote in his/her place. A proxy may but need not be a member of the Company.
3.
A member of the Company who is entitled to attend and vote at the 13thAGM of the Company may appoint not more than two (2) proxies to attend,
participate, speak and vote instead of the member at the general meeting.
4.
Where a member of the Company is an authorised nominee as defned in the Securities Industry (Central Depositories) Act 1991 (“Central
Depositories Act”), it may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company
standing to the credit of the said securities account.
5.
Where a member of the Company 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. An exempt authorised nominee refers to an authorised nominee defned under the Central Depositors
Act which is exempted from compliance with the provisions of Section 25A(1) of the Central Depositors Act.
6.
Where a member appoints more than one (1) proxy, the proportion of shareholdings to be represented by each proxy must be specifed in the
instrument appointing the proxies.
7.
The appointment of a proxy may be made in a hard copy or by electronic means in the following manner and must be received by the Company
not less than forty-eight (48) hours before the time appointed for holding the 13thAGM or any adjournment at which the person named in the
appointment proposes to vote:
i.
In hard copy form

In the case of an appointment made in hard copy form, the form of proxy must be deposited with the Company’s Share Register at Tricor
Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan
Kerinchi, 59200 Kuala Lumpur, Malaysia, or alternatively, at the drop box located at Unit G-3, Ground Floor, Vertical Podium, Avenue 3,
Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.
ii.
By electronic means

The form of proxy can be electronically lodged with the Company’s Share Registrar via Vistra Share Registry and IPO (MY) portal (“The Portal”)
athttps://srmy.vistra.com.Kindly refer to the Administrative Guide on the procedures for electronic lodgement of proxy form via The Portal.
8.
Any authority pursuant to which such an appointment is made by a power of attorney must be deposited with the Company’s Share Registrar
at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No.
8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia not less than forty-eight (48) hours before the time appointed for holding the 13thAGM or any
adjournment at which the person named in the appointed proposes to vote. A copy of the power of attorney may be accepted provided that it is
certifed notarially and/or in accordance with the applicable legal requirements in the relevant jurisdiction in which it is executed.
9.
Please ensure ALL the particulars as required in the form of proxy are completed., signed and dated accordingly.
10. Last date and time for lodging the form of proxy is Saturday, 22 November 2025 at 10.30 a.m.

11. For a corporate member who has appointed an authorised representative, please deposit ORIGINAL certifcate of appointment of authorised

representative with the Share Registrar of the company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower
A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. The certifcate of appointment of
authorised representative should be executed in the following manner:-
i.
If the corporate member has a common seal, the certifcate of appointment of authorised representative should be executed under seal in
accordance with the Constitution of the corporate member.
ii.
If the corporate member does not have a common seal, the certifcate of appointment of authorised representative should be affxed with the
rubber stamp of the corporate member (if any) and executed by:-
a. at least two (2) authorised offcers, of whom one shall be a director; or
b. any director and/or authorised offcers in accordance with the laws of the laws of the county under which the corporate member is
incorporated.
12. Shareholders are advised to check the Company’s website atwww.salutica.comand announcements from time to time for any changes to the
th
administration of the 13AGM.
Explanatory Notes on the Ordinary Business
1.
Agenda item no. 1 is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act 2106 does not require a formal approval
of shareholders for the Audited Financial Statements. Hence, this item on the Agenda is not put forward for voting.
2.
Ordinary Resolution 1
The proposed Ordinary Resolution 1 is to facilitate the payment of Directors’ fees for the Group for the fnancial year ended 30 June 2025.

3.
Ordinary Resolutions 2 and 3

Mr. Low Teng Lum and Mr. Joshua Lim Phan Yih who are standing for re-election as Directors of the Company and being eligible, have offered
themselves for re-election at the Thirteenth Annual General Meeting.
The Board of Directors (the “Board”) has through the Nomination and Remuneration (“NRC”), considered the performance and contribution of each
of the retiring Directors and collectively agreed that they meet the criteria prescribed by Paragraph 2.20A of the Main Market Listing Requirements
of Bursa Malaysia Securities Berhad (“MMLR”) on skill, expertise, experience, professionalism, commitment, integrity, character, competence and
the time to effectively discharge their role as Directors.

THAT such approval on the Proposed General Mandate shall continue to be in force until:

  • a. the conclusion of the next Annual General Meeting of the Company held after the approval was given; b. the expiration of the period within which the next Annual General Meeting 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 general meeting,

  • whichever is the earlier.

THAT the Directors of the Company 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 Main 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. AND FURTHER 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.”

  1. Proposed Renewal of Share Buy-Back Authority Ordinary Resolution 6 “ THAT , subject always to the Companies Act 2016 (the “Act”), the Constitution of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing Requirements”) and all other applicable laws, guidelines, rules and regulations, the Company be and is hereby authorised, to the fullest extent permitted by law, to purchase such number of issued shares in 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 fit and expedient in the best interest of the Company provided that:

  2. i. the aggregate number of issued shares in the Company (“Shares”) purchased (“Purchased Shares”) and/or held as treasury shares pursuant to this ordinary resolution does not exceed ten per cent (10%) of the total number of issued shares of the Company as quoted on Bursa Securities as at the point of purchase; and

  3. ii. the maximum fund to be allocated by the Company for the purpose of purchasing the shares shall not exceed the aggregate of the retained profits of the Company based on the latest audited financial statements and/or the latest management accounts (where applicable) available at the time of purchase;

  4. (“Proposed Share Buy-Back”)

  5. AND THAT the authority to facilitate the Proposed Share Buy-Back will commence immediately upon passing of this Ordinary Resolution and will continue to be in force until:-

  6. i. the conclusion of the next Annual General Meeting of the Company following at which time the authority shall lapse unless by ordinary resolution passes at the meeting, the authority is renewed, either unconditionally or subject to conditions;

  7. ii. the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or

  8. iii. revoked or varied by ordinary resolution passed by the shareholders of the Company at a general meeting,

  9. whichever occurs first, but shall not prejudice the completion of purchase(s) by the Company of its own Shares before the aforesaid expiry date and, in any event, in accordance with the Listing Requirements and any applicable laws, rules, regulations, orders, guidelines and requirements issued by any relevant authorities.

The Board has endorsed the NCR’s recommendation to seek shareholders’ approval for the re-election of retiring Directors. The details and profiles of Directors seeking re-election are set out in the Profile of Directors section of the Company’s Annual Report 2025 at pages 7 and 9.

AND THAT the Directors of the Company be and are authorised, at their discretion, to deal with the Purchased Shares until all the Purchased Shares have been dealt with by the Directors in the following manner as may be permitted by the Act, listing Requirements, applicable laws, rules, regulations, guidelines, requirements and/or orders of any relevant authorities for the time being in force:

  1. Ordinary Resolution 4

The Board and the Audit and Risk Management Committee had considered the experience, fee and engagement proposal, the suitability and independence of the auditors and recommended the re-appointment of Messrs PKF PLT as Auditors of the Company.

  • i. To cancel all or part of the Purchased Shares;

  • Ordinary Resolution 5

  • ii. To retain all or part of the Purchased Shares as treasury shares as defined in Section 127 of the Act;

This proposed resolution is proposed pursuant to Sections 75 and 76 of the Companies Act 2016, and if passed, will give the Directors of the Company, from the date of the above AGM, authority to allot shares in the Company up to and not exceeding in total ten per cent (10%) of the total number of issued shares (excluding treasury shares) of the Company for such purposes as the Directors deem fit and in the best interest 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.

  • iii. To distribute all or part of the treasury shares as dividends to the shareholders of the Company;

  • iv. To resell all or part of the treasury shares;

  • v. To transfer all or part of the treasury shares for the purposes of or under the employees’ shares scheme established by the Company and/or its subsidiaries;

The proposed Resolution 5 is a renewal
without convening a separate general me
general mandate is for possible fund-rais
or future investment projects, working ca
application as the Directors may deem ft
As the date of this Notice, the Company
which was approved by the shareholder
following an extension of time granted by
Details of the total proceeds amounting t		 of the previous year’s man
eting for shareholders’ ap
ing exercise including but
pital, acquisition and/or fo
in the best interest of the
has issued and allotted 42
s at the 12thAGM held on
Bursa Securities via its let
o RM7,062,400.00 raised		 date. This mandate gr
proval, thereby saving
not limited to further pl
r issuance of shares a
Company.
,350,000 new ordinar
22 November 2024.
ter dated 18 July 2025
pursuant to the Propos		 ants the Company the fe
time and avoiding additio
acement of shares for pu
s settlement of purchase
y shares of the Company
The private placement w
to complete the impleme
ed General Mandate are		 xibility to issue new securities
nal costs. The purpose of this
rpose of funding current and/
consideration, or such other
under the private placement,
ill lapse on 6 February 2026,
ntation.
as follows:-
Details of utilisation Intended utilisation
RM’000		 Actual utilisation
RM’000		 Balance Unutilised
RM’000		 Intended timeframe for
utilisation (from date of
receipts of proceeds)
Capital Expenditure(1) 5,000.00 – 5,000.00 Within 12 months
Working Capital Requirements(2) 1,862.40 – 1,862.40 Within 12 months
Estimated expenses in relation to the
private placement		 200.00 – 200.00 Upon completion of the
private placement
Total 7,062.40 0 7,062.40
Notes:
  • vi. To transfer all or part of the treasury shares as purchase consideration; vii. To sell, transfer or otherwise use the shares for such other purposes as the Minister charged with the responsibility for companies may by order prescribe; and/or
viii. To deal with the treasury shares in any other manners as allowed by the Act, Listing Requirements, applicable
laws, rules, regulations, guidelines, requirements and/or orders of any relevant authorities for the time being in
force.
AND THATthe Directors of the Company be and are authorised to take all such steps as are necessary or expedient
[including without limitation, the opening and maintaining of central depository account(s) under Securities Industry
(Central Depositories) Act, 1991, and the entering into all other agreements, arrangements and guarantee with any
party or parties] to implement, fnalise and give full effect to the Proposed Share Buy-Back with full powers to
assent to any conditions, modifcations, variations and/or amendments (if any) as may be imposed by the relevant
authorities.”
7.
Issuance and Allotment of New Ordinary Shares in the Company (“New Salutica Shares”) pursuant to the
Dividend Reinvestment Plan that provides the Shareholders of the Company with an Option to Elect to
Reinvest their Cash Dividends into New Salutica Shares (“Dividend Reinvestment Plan”)		 Ordinary Resolution 7
“THATpursuant to the Dividend Reinvestment Plan as approved by the Shareholders at the Eighth Annual General
Meeting held on 23 November 2020, and subject to the approvals of all relevant regulatory authorities or parties being
obtained, where required, approval be and is hereby given for the Company to allot and issue such number of New
Salutica Shares from time to time as may be required to be allotted and issued pursuant to the Dividend Reinvest-
ments Plan upon terms and conditions and to such persons as the Directors of the Company may, at its absolute
discretion, deem ft and in the best interest of the CompanyPROVIDED THATthe issue price of the New Salutica
Shares shall be fxed by the Directors of the Company at not more than ten per cent (10%) discount to the adjusted
fve (5)-day volume weighted average market price (“VWAMP”) of the existing ordinary shares of Salutica immediately
prior to the price-fxing date, of which the VWAMP shall be adjusted ex-dividend before applying the aforementioned
discount in fxing the issue price of the New Salutica SharesAND THATsuch authority to allot and issue price of the
New Salutica SharesAND THATsuch authority to allot and issue New Salutica Shares shall continue to be in force
until conclusion of the next Annual General Meeting of the Company.
AND THATthe Directors and the Secretaries of the Company be and are hereby authorised to do all such acts and
enter into all such transactions, arrangements and agreements and to execute, sign and deliver for and on behalf of
the Company, all such documents and impose such terms and conditions as may be necessary or expedient in order
to give full effect to the Dividend Reinvestment Plan, with full powers to assent to any conditions, medications, vari-
ations and/or amendments (if any), including suspension and termination of the Dividend Reinvestment Plan as the
Directors may, in their absolute discretion deem ft and in the interest of the Company and/or as may be imposed or
agreed to by any relevant authorities.”
8.
Authority for Mr. Chia Chee Hoong to continue in offce as an Independent Non-Executive Director
“THATauthority be and is hereby given to Mr. Chia Chee Hoong who has served as an Independent Non-Executive
Director of the Company for a cumulative term of more than nine years, to continue to serve as an Independent Non-
Executive Director of the Company until the conclusion of the next Annual General Meeting.”		 Ordinary Resolution 8
9.
Authority for Mr. Low Teng Lum to continue in offce as a Senior Independent Non-Executive Director
“THATsubject to passing of Ordinary Resolution 2, authority be and is hereby given to Mr. Low Teng Lum who has
served as a Senior Independent Non-Executive Director of the Company for a cumulative term of more than nine
years, to continue to serve as a Senior Independent Non-Executive Director of the Company until the conclusion of
the next Annual General Meeting.”		 Ordinary Resolution 9

  • (1) Capital expenditure to support new customers and new product range.

  • (2) Working capital requirements for purchase of raw materials, upkeep & maintenance including general overheads and administrative expenses.

    1. Ordinary Resolution 6

The proposed Resolution 6, if passed, will empower the Company to purchase up to ten per cent (10%) of the issued share capital of the Company through Bursa Malaysia Securities Berhad.

For further information, please refer to the Statement to Shareholders dated 24 October 2025.

  1. Ordinary Resolution 7

This proposed Resolution 7 if passed, will give authority to the Directors to allot and issue Salutica Shares pursuant to the Dividend Reinvestment in respect of dividends declared after this AGM, and such authority shall expire at the conclusion of the next AGM of the Company.

  1. Ordinary Resolutions 8 and 9

The Board, through its Nomination and Remuneration Committee, has conducted an annual assessment of Mr Chia Chee Hoong who served as Independent Non-Executive Director with Mr. Low Teng Lum also serving as the Senior Independent Non-Executive Director, a cumulative term of more than nine years.

The Board is satisfied that they have maintained their independence and recommends their continued service as the Senior Independent NonExecutive Director and Independence Non-Executive Directors of the Company respectively, based on the following justifications:a. they fulfilled the criteria under the definition of “Independent Director” as stated in the MMLR, and are able to bring independent and objective judgement to the Board;

b. they possess vast experience in their respective industries, which provides the Board with a diverse set of experience, expertise and independent judgement;

  • c. they have an in-depth understanding of the Company’s and its subsidiary’s business operations;

d. they have devoted sufficient time and attention to their responsibilities as Independent Directors of the Company; and e. they have exercised due care during their tenure as Independent Non-Executive Directors, carrying out their duties in the best interest of the Company and its shareholders. In accordance with Practice 5.3 of the Malaysia Code on Corporate Governance, the Company will adopt a two-tier voting process when seeking shareholders’ approval for the proposed Resolutions 8 and 9.

  1. To transact any other business for which due notice is given in accordance with the Companies Act 2016 and the Constitution.

More from SALUTICA BERHAD

Legal Proceedings Report 2026
Jun 23
Proxy Solicitation & Information Statement 2026
Jun 17
Interim / Quarterly Report 2026
May 25
Share Issue/Capital Change 2026
May 20
Board/Management Information 2026
May 3
Regulatory Filings 2026
Apr 28
Director's Dealing 2026
Apr 22
Director's Dealing 2026
Apr 22
Interim / Quarterly Report 2026
Feb 26
Board/Management Information 2026
Jan 8
View all filings →