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SALUTICA BERHAD Proxy Solicitation & Information Statement 2026

Jun 17, 2026

71385_rns_2026-06-17_46924b10-ccba-443a-8f9f-5a1bd551b486.pdf

Proxy Solicitation & Information Statement

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SALUTICA

SALUTICA BERHAD

(Registration No.: 201201040303 (1024781-T))

(Incorporated in Malaysia)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting ("EGM") of Salutica Berhad ("Salutica" or the "Company") will be held at No. 3, Jalan Zarib 6, Kawasan Perindustrian Zarib, 31500 Lihat, Ipoh, Perak, Malaysia on Monday, 15 July 2026 at 10.30 a.m., or any adjournment thereof, for the purpose of considering and if thought fit, passing with or without modifications the following resolution:

SPECIAL RESOLUTION

PROPOSED REDUCTION OF RM100.00 MILLION OF THE ISSUED SHARE CAPITAL OF SALUTICA PURSUANT TO SECTION 116 OF THE COMPANIES ACT 2016 ("ACT") ("PROPOSED CAPITAL REDUCTION")

THAT, subject to all approvals being obtained from the relevant authorities and/or parties, if applicable, and the confirmation by the High Court of Malaya pursuant to Section 116 of the Act, approval be and is hereby given for the Board of Directors of Salutica ("Board") to implement the Proposed Capital Reduction and reduce the share capital of the Company via the cancellation of RM100.00 million of the issued share capital of the Company and that the credit arising from such share capital reduction shall be used to eliminate the accumulated losses of the Company and its subsidiary ("Salutica Group" or the "Group");

THAT, the balance credit, if any, after the elimination of the Group's accumulated losses pursuant to the Proposed Capital Reduction, shall be credited to a capital reserves account of the Company, which may serve as additional credit buffer for the Company to set off future losses and/or utilised in such manner as the Board deems fit and in the best interest of the Company, as permitted by relevant and applicable laws, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad as well as the Constitution of the Company;

AND THAT, the Board be and is hereby authorised to sign and execute all documents, do all things and acts as may be required to give effect to the Proposed Capital Reduction with full power to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or permitted by any relevant authorities and to deal with all matters relating thereto and to take all such steps and do all such acts and things in any manner as they deem fit, necessary and/or expedient to implement, finalise and give full effect to the Proposed Capital Reduction?

By Order of the Board,

SALUTICA BERHAD

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)

Company Secretaries

Kuala Lumpur

19 June 2026

Notes:

  1. For the purpose of determining who shall be entitled to attend the EGM, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company, a Record of Depositors as at 6 July 2026. Only a member whose name appears on this Record of Depositors shall be entitled to attend the EGM or appoint a proxy to attend, speak and vote on his/her/its behalf.

  2. A member who is entitled to attend the EGM 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 EGM of the Company may appoint not more than two (2) proxies to attend, participate, speak and vote instead of the member at the EGM.

  4. Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories) Act 1991 ("Central Depositories Act"), it may appoint not more than two (2) proxies in respect of such 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 beneficial 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 such omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the Central Depositors Act which is exempted from compliance with the provisions of Section 25A(1) of the Central Depositories Act.

  6. Where a member appoints more than one (1) proxy, the proportion of shareholdings to be represented by such proxy must be specified 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 EGM 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 Registrar at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangyar South, No. 8, Jalan Kerinchi, 39200 Kuala Lumpur, Malaysia, or alternatively, at the drop box located at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangyar South, No. 8, Jalan Kerinchi, 39200 Kuala Lumpur, Malaysia.

ii. By electronic means

The Form of Proxy can be electronically lodged with the Company's Share Registrar via Viatra Share Registry and IPU (MY) portal ("The Portal") at https://www.viatra.com. Kindly refer to the Administrative Guide on the procedure for electronic lodgement of Form of Proxy via The Portal.

  1. 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, Bangyar South, No. 8, Jalan Kerinchi, 39200 Kuala Lumpur, Malaysia or with the name of the applicant (48) hours before the time appointed for holding the EGM 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 certified notarially and/or in accordance with the applicable legal requirements in the relevant jurisdiction in which it is executed.

  2. Please ensure ALL the particulars as required in the Form of Proxy are completed, signed and dated accordingly.

  3. Last date and time for lodging the Form of Proxy is Saturday, 11 July 2026 at 10.30 a.m.

  4. For a corporate member who has appointed an authorised representative, please deposit the ORIGINAL certificate 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, Bangyar South, No. 8, Jalan Kerinchi, 39200 Kuala Lumpur, Malaysia. The certificate of appointment of authorised representative should be executed in the following manner:

a. If the corporate member has a common seal, the certificate 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 certificate of appointment of authorised representative should be affixed with the rubber stamp of the corporate member (if any) and executed by:

a. at least two (2) authorised officers, of whom one shall be a director; or

b. any director and/or authorised officers in accordance with the laws of the country under which the corporate member is incorporated.

  1. Shareholders are advised to check the Company's website at www.salutica.com and announcements from time to time for any changes to the administration of the EGM.