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SLP RESOURCES BERHAD — Proxy Solicitation & Information Statement 2026
Apr 28, 2026
71506_rns_2026-04-28_5dd9cb6f-63c3-46e8-8fbe-917302a2e1aa.pdf
Proxy Solicitation & Information Statement
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NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 21st Annual General Meeting (“AGM”) of the Company will be held at Iconic 1 & 2, Level 7, Iconic Hotel, 71, Jalan Icon City, Icon City, 14000 Bukit Mertajam, Penang on Wednesday, 10 June 2026 at 11.00 a.m. for the following purposes:
ORDINARY BUSINESS: -
| 1. To receive the Audited Financial Statements for the year ended 31 December 2025 and Reports of the Directors and Auditors thereon. 2. To re-elect the following Directors who retire pursuant to Article 88 of the Company’s Constitution: (a) Mr. Khaw Seang Chuan (b) Mr. Lee Kean Cheong |
(Resolution 1) (Resolution 2) |
|---|---|
| 3. To approve the Directors’ Fees of up to RM200,000 for the fnancial year ending 31 December 2026. |
(Resolution 3) |
| 4. To approve the payment of benefts payable to the Non-Executive Directors up to an amount of RM25,000, from 11 June 2026 until the next AGM of the Company. |
(Resolution 4) |
| 5. To re-appoint Messrs KPMG 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. |
(Resolution 5) |
| SPECIAL BUSINESS: - | |
| To consider and if thought ft, to pass the following resolution, with or without any modifcations, as Ordinary Resolutions of the Company: - 6. AUTHORITY TO ISSUE SHARES “THAT, subject always to the Companies Act 2016 (“Act”), the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), the provisions of the Constitution of the Company and approval of any relevant governmental and/or regulatory authorities, where such approval is required, the Board of Directors of the Company (“Board”) be and is hereby empowered pursuant to Section 75 and 76 of the Act, to issue and allot shares in the capital of the Company, at any time upon such terms and conditions and for such purposes as the Board may, in its absolute discretion deem ft, provided that the aggregate number of the shares issued pursuant to this resolution does not exceed ten (10) per centum of the issued share capital of the Company for the time being and the Board be and is also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad (“Mandate”) and that such authority shall continue in force until the conclusion of the next AGM of the Company; THAT pursuant to Section 85 of the Act read together with Article 10 of the Company’s Constitution, approval be and is hereby given to waive the statutory pre-emptive rights conferred upon the shareholders of the Company in respect of the allotment and issuance of new Shares pursuant to the Mandate AND THAT such new Shares when allotted shall rank pari passu in all respects with the existing class of ordinary shares; AND FURTHER THAT the Board is exempted from the obligation to offer such new Shares frst to the existing shareholders of the Company in respect of the allotment and issuance of new Shares pursuant to the Mandate.” |
(Resolution 6) |
| 7. PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE “THAT subject always to the provisions of the Act, the Constitution of the Company and Main Market Listing Requirements of Bursa Securities or other regulatory authorities, approval be and is hereby given to the Company and/or its subsidiaries to enter into the category of recurrent related party transactions of a revenue or trading nature as set out in Paragraph 2.3 of the Circular to Shareholders dated 30 April 2026 with the specifc related parties mentioned therein (“Mandate”), which are necessary for SLP Group’s day-to-day operations on an arm’s length basis and on normal commercial terms and on terms which are not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company. AND THAT such approval conferred by the shareholders’ mandate shall continue to be in force until: - (a) the conclusion of the next AGM of the Company following this AGM, at which the Mandate was passed, at which time it will lapse, unless b lti d t tht ti hb th thit i d |
(Resolution 7) |
| y a resouon passe a a meeng werey e auory s renewe; (b) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or (c) revoked or varied by resolution passed by the shareholders in general meeting, whichever is the earlier. |
|
| AND FURTHER THAT the Board be and is hereby authorised to complete and do all such acts and things including executing such documents as may be considered necessary or expedient to give effect to the RRPT contemplated and/or authorized by this resolution.” |
|
| 8. CONTINUING IN OFFICE AS INDEPENDENT NON-EXECUTIVE DIRECTOR “To retain the Mr. Law Cheng Lock, who has served for more than nine (9) years as Independent Non-Executive Director of the Company, pursuant to Practice 5.3 of the Malaysian Code on Corporate Governance (“Code”).” |
(Resolution 8) |
- To transact any other ordinary business for which due notice has been given in accordance with the Constitution of the Company and the Act.
NOTICE IS HEREBY GIVEN that for purpose of determining a member who shall be entitled to attend this 21st AGM, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, to issue a General Meeting Record of Depositors as at 3 June 2026. Only a depositor whose name appears on the Record of Depositors as at 3 June 2026 shall be entitled to the said meeting or appoint proxies to attend and/or vote on his/her behalf.
By Order of the Board
Ch’ng Lay Hoon (SSM PC No.: 201908000494) (MAICSA 0818580) Company Secretary Penang 30 April 2026 NOTES:
| Appointment of Proxy |
|---|
A member entitled to attend, speak and vote at this Meeting may appoint more than one (1) Proxy, who need not be a member, to attend, speak and vote in his stead. Where a member appoints more than one (1) Proxy the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy. If the appointer is a corporation, the Proxy Form must be executed under its Common Seal or under the hand of its officer or attorney duly authorised. Where a member of the Company is an exempt authorized nominee as defined under the Securities Industry (Central Depositories) Act 1991 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 authorized nominee may appoint in respect of each omnibus account it holds.
To be valid, the duly completed Proxy Form must be deposited at the Company’s registered office at Suite 12A, Level 12, Menara Northam, No. 55, Jalan Sultan Ahmad Shah, 10050 Georgetown Penang, not less than forty-eight (48) hours before the time stipulated for holding the meeting or adjournment thereof. Should you desire your Proxy to vote on the Resolutions set out in the Notice of Meeting, please indicate with an “X” in the appropriate space. If no specific direction as to voting is given, the Proxy will vote or abstain at his discretion.
Explanatory Notes On Special Business
Resolution 6
The proposed resolution is in relation to authority to allot shares pursuant to Section 75 and 76 of the Act, and if passed, will give a renewed mandate to the Directors of the Company, from the date of above AGM, authority to issue and allot shares in the Company up to and not exceeding in total ten per centum (10%) of the issued share capital of the Company for the time being, for such purposes as the Directors consider would be in the interest of the Company (“General Mandate”). This General Mandate, unless revoked or varied at a general meeting of the Company, will expire at the conclusion of the next AGM of the Company or the period within which the next AGM of the Company is required by law to be held whichever is the earlier. Should the need arise to issue new shares the General Mandate would avoid any delay and costs in convening a general meeting of the Company to specifically approve such issue of share. If there should be a decision to issue new shares after the General Mandate is obtained, the Company would make an announcement in respect of the purpose and utilization of the proceeds arising from such issue.
Resolution 7
The proposed resolution, if passed, will enable SLP’s Group to enter into recurrent related party transactions of a revenue or trading nature with related parties in accordance with paragraph 10.09 of Bursa Securities’ Main Market Listing Requirements. The mandate, unless revoked or varied by the Company in general meeting, will expire at the next AGM of the Company.
Detailed information of the Proposed Shareholders’ Mandate is set out in the Circular to Shareholders dated 30 April 2026.
Resolution 8
The Board of Directors via the Nominating Committee assessed the independence of Mr. Law Cheng Lock, who has served on the Board as Independent NonExecutive Director of the Company for a cumulative of more than nine (9) years and the Board has recommended that the approval of the shareholders be sought to re-appoint Mr. Law Cheng Lock, based on the following justifications: -
-
(a) He has met the criteria on the independence guidelines set out in Chapter 1 of the Main Market Listing Requirements of Bursa Securities and therefore able to give independent opinion to the Board;
-
(b) Being director for more than nine (9) years has enabled him to contribute positively during deliberations/discussions at meetings as he is familiar with the operations of the Company and possess tremendous knowledge of the Company’s operations;
-
(c) He has the caliber, qualifications, experiences and personal qualities to challenge management in an effective and constructive manner; and (d) He has contributed sufficient time and exercised due care during his tenure as Independent Non-Executive Director and carried out his fiduciary duties in the interest of the Company and minority shareholders.
STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING
[Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Securities Malaysia Berhad]
- 1) Save for re-election of the retiring Directors, there were no directors standing for election at the 21st AGM.
The Board through its Nominating Committee has conducted and assessed the retiring Directors based on their character and integrity, experience and competence as well as time and commitment, in determining the eligibility of the Directors to stand for re-election at the 29th AGM. These two (2) retiring Directors have abstained from deliberation and decision on their respective eligibility to stand for re-election at the Board meeting. The retiring Directors also provided the fit and proper declarations and have confirmed that they do not have any conflict of interest or potential conflict of interest that arise, or might arise, where they have interest, whether direct or indirect financial interest as well as non-financial interest or competing loyalties or interests which are in conflict with the Company or its subsidiaries. 2) The proposed Ordinary Resolution 6 for the general mandate for issue of securities is a renewal mandate. As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors of the Company at last AGM held on 11 June 2025.
CDS ACCOUNT NO.
PROXY FORM
NO. OF SHARES HELD
I/We, _______________
(Full name of a member in BLOCK LETTERS as per Identity Card(“MYKAD”)/Passport/Certificate of Incorporation)
MYKAD/PassportNo./Company No.______ of _________
____________________(Address in full, telephone no. & email address)
telephone no. ______, being a member of SLP RESOURCES BERHAD (“the Company”) hereby appoint ______________
(Full name of proxy in BLOCK LETTERS as per MYKAD/Passport)
MYKAD/Passport No. ______ of _________
____________________(Address in full, telephone no. & email address)
And/or failing him _______________
(Full name of proxy in BLOCK LETTERS as per MYKAD/Passport)
MYKAD/Passport No. ________ of _______
(Address in full, telephone no. & email address)
or failing the abovenamed proxies, the Chairman of the Meeting, as my/our proxy to vote for me/us on my/our behalf at the 21st Annual General Meeting of the Company, to be held Iconic 1 & 2, Level 7, Iconic Hotel, 71, Jalan Icon City, Icon City, 14000 Bukit Mertajam, Penang on Wednesday, 10 June 2026 at 11.00 a.m. and at any adjournment thereof. My/our proxy/ proxies is to be vote as indicated below:
| Resolution | For | Against | |
|---|---|---|---|
| 1. | To re-elect Mr. Khaw Seang Chuan as Director | ||
| 2. | To re-elect Mr. Lee Kean Cheong as Director | ||
| 3. | To approve payment of Directors’ fees for year ending 31 December 2026 |
||
| 4. | To approve payment of benefts payable to Non-Executive Directors | ||
| 5. | To re-appoint Auditors | ||
| 6. | To empower Directors to issue and allot shares pursuant to Section 75 & 76 of the Companies Act 2016 |
||
| 7. | Shareholders’ Mandate on Recurrent Related Party Transactions |
||
| 8. | Continuing in Offce as Independent Non-Executive Director for Mr. Law Cheng Lock |
(Please indicate with “X” in the spaces on how you wish your votes to be cast for or against the resolutions. In the absence of specific directions, your proxy will vote or abstain from voting at his discretion.)
| Dated this _ day of ______ 2026 | The proportions of my/ourproxies are |
my/our holding to be as follows: - |
represented by |
|---|---|---|---|
| No. of Shares | Percentage | ||
| First Proxy | |||
| Second Proxy | |||
| _________ | Total | 100% |
| _________ Signature(s)/Common Seal of Member(s) |
|---|
NOTES:
1. A member entitled to attend and vote at this meeting may appoint more than one (1) proxy, who need not be a member, to attend and vote in his stead. Where a member appoints more than one (1) proxy the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy. 2. If the appointer is a corporation, the form of proxy must be executed under its Common Seal or under the hand of its officer or attorney duly authorised. 3. Where a member of the Company is an exempt authorized nominee as defined under the Securities Industry (Central Depositories) Act 1991 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 authorized nominee may appoint in respect of each Omnibus Account it holds.
4. To be valid, the duly completed form of proxy must be deposited at the Company’s registered office at Suite 12A, Level 12, Menara Northam, No. 55, Jalan Sultan Ahmad Shah, 10050 Georgetown Penang, not less than forty-eight (48) hours before the time stipulated for holding the meeting or adjournment thereof.
5. For the purpose of determining a member who shall be entitled to attend this 21st AGM, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, to issue a General Meeting Record of Depositors as at 3 June 2026. Only a depositor whose name appears on the Record of Depositors as at 3 June 2026 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his/her behalf.
Personal Data Privacy:
By submitting the duly executed proxy form, the member and his/her proxy consent to the Company and/or its agents/service providers to collect, use and disclose the personal data therein in accordance with the Personal Data Protection Act 2010, for the purpose of the Annual General Meeting of the Company and any adjournment thereof.
Stamp here
THE COMPANY SECRETARY SLP RESOURCES BERHAD Registration No. 200401025355 (663862-H)
Suite 12-A, Level 12, Menara Northam No. 55, Jalan Sultan Ahmad Shah 10050 George Town, Penang, Malaysia