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TRI-MODE SYSTEM (M) BERHAD — Proxy Solicitation & Information Statement 2026
Apr 28, 2026
71739_rns_2026-04-28_ab5b8689-ebed-43f8-975c-7e697df85955.pdf
Proxy Solicitation & Information Statement
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TRI-MODE SYSTEM (M) BERHAD
199101018953 (229265-X)
NOTICE OF 34TH ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 34th Annual General Meeting (“ AGM ”) of the Company will be held at Wisma Tri-Mode, No 1 (Lot 48), Jalan Sungai Chandong 24/KS11, Taman Perindustrian Pulau Indah (Fasa 3), 42920 Pulau Indah, Selangor on Thursday, 25 June 2026 at 11:00 a.m. for the transaction of the following businesses or at any adjournment thereof: -
| AGENDA As Ordinary Business: |
(Please refer to |
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| 1. To receive the audited fnancial statements for the fnancial year ended 31 December 2025 together with the Reports of the Directors and Auditors thereon. |
Explanatory Notes 1) |
| 2. To re-elect Dato’ Hew Han Seng, who retres in accordance with Clause 165 of the Consttuton of the Company. |
Ordinary Resoluton 1 |
| 3. To re-elect Dato’ Markiman Bin Kobiran, who retres in accordance with Clause 165 of the Consttuton of the Company. |
Ordinary Resoluton 2 |
| 4. To re-elect Dato’ Sim Kia Ju, who retres in accordance with Clause 156 of the Consttuton of the Company. |
Ordinary Resoluton 3 |
| 5. To approve the payment of directors’ fees to the non-executve directors up to RM120,000 for the period from 34th AGM up to the 35thAGM. |
Ordinary Resoluton 4 |
| 6. To approve the payment of directors’ benefts to the non-executve directors of the Company up to an amount of RM9,000 for the period from 34thAGM up to the 35thAGM. |
Ordinary Resoluton 5 |
| 7. To re-appoint Messrs. UHY Malaysia PLT as auditors of the Company untl the conclusion of the next AGM and to authorise the Directors to fx their remuneraton. |
Ordinary Resoluton 6 |
| As Special Business: |
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| To consider and if thought ft, with or without modifcatons to pass the following resolutons: - | |
| 8. Authority to allot and issue shares in general pursuant to Sectons 75 and 76 of the Companies Act 2016 |
Ordinary Resoluton 7 |
| “THAT subject to Sectons 75 and 76 of the Companies Act 2016 and approvals of the relevant governmental/ regulatory authorites, the Directors be and are hereby empowered to issue and allot shares in the Company, at any tme to such persons and upon such terms and conditons and for such purposes as the Directors may, in their absolute discreton, deem ft, provided that the aggregate number of shares to be issued does not exceed ten per centum (10%) of the total issued share capital of the Company or such higher percentage as Bursa Malaysia Securites Berhad allowed for the tme being AND THAT the Directors be and are also empowered to obtain the approval for the listng of and quotaton for the additonal shares so issued on Bursa Malaysia Securites Berhad; AND THAT such authority shall commence immediately upon the passing of this Resoluton and contnue to be in force untl the conclusion of the next AGM of the Company. |
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| AND THAT in connecton with the above, pursuant to Secton 85 of the Companies Act 2016 to be read together with Clause 31 of the Consttuton of the Company, the shareholders of the Company do hereby waive their pre- emptve rights over all new shares, optons over or grants of new shares or any other convertble securites in the Company and/or any new shares to be issued pursuant to such optons, grants or other convertble securites, such new shares when issued, to rank pari passu with existng issued shares in the Company.” |
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| 9. To transact any other business for which due notce shall have been given in accordance with the Companies Act 2016. |
BY ORDER OF THE BOARD
TAN TONG LANG (MAICSA 7045482) (SSM PC No. 202208000250) LAU HOOI PIN (MAICSA 7081620) (SSM PC No. 202408000447) Company Secretaries Kuala Lumpur Date: 30 April 2026
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Remarks: 1. A member of the Company is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy may but need not, be a member of the Company. Where a member/shareholder appoints more than one proxy to attend and vote at the meeting, such appointment shall be invalid unless he/ she specifies the proportion of his/her shareholdings to be represented by each proxy.
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2. Where a member of the Company is an authorised nominee defined under the Securities Industry (Central Depositories) Act, 1991 (“SICDA”), it may appoint one (1) or more proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
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3. Where a member of the Company is an exempt authorised nominee defined under the SICDA which is exempted from compliance with the provision of subsection 25A(1) of SICDA 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 each omnibus account it holds.
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4. Where the authorised nominee or an exempt authorised nominee appoints more than one (1) proxy, the proportion of the shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.
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5. 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 under the hand of an officer or attorney duly authorised.
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6. The Form of Proxy must be deposited at the Company’s Share Registrar office at Symphony Corporate Services Sdn. Bhd., S-4-04, The Gamuda Biz Suites, Jalan Anggerik Vanilla 31/99, Kota Kemuning, 40460 Shah Alam, Selangor, or email to [email protected] not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
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7. For the purpose of determining a member who shall be entitled to attend the meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company, a Record of Depositors as at 18 June 2026. Only members whose name appears on the Record of Depositors as at 18 June 2026 shall be entitled to attend, speak and vote at the said meeting or appoint proxies to attend, speak and vote on his/her stead.
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8. Pursuant to Rule 8.31A(1) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in this Notice of the 34th AGM will be put to vote by way of poll.
| EXPLANATORY NOTES:- 1. Audited Financial Statements for the Financial Year Ended 31 December 2025 |
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| The Agenda No. 1 is meant for discussion only as Secton 340(1)(a) of the Companies Act 2016 provide that the audited fnancial statements are to be laid in the general meetng and does not require a formal approval of the shareholders. Therefore, this Agenda item is not put forward for votng. |
| 2. Ordinary Resolutons 1 - 3: Re-electon of Directors |
| Clause 165 of the Consttuton of the Company provides that at every AGM, one third (1/3) of the Directors at the date of the notce convening the AGM will retre from ofce unless elected or re-elected at the AGM. The directors retring will be those longest in ofce since their last electon, If Directors were elected on the same day, the Directors to retre will either be as agreed between those Directors or by lot. If the total number of the Directors is not three (3) or a multple of it, the number nearest to one-third (1/3) will retre. |
| Clause 156 of the Consttuton of the Company provides that the Board can appoint a person as an additonal director or as a replacement for another director. A director appointed in this way automatcally retres at the frst Annual General Meetng afer their appointment in accordance with Clause 165 unless elected or re-elected at that Annual General Meetng. |
| Pursuant to Clause 165 of the Consttuton of the Company, Dato’ Hew Han Seng and Dato’ Markiman Bin Kobiran shall retre at the 34thAGM and Dato’ Sim Kia Ju, who was appointed as the Independent-Non Executve Director on 1 December 2025, is required to submit himself for re-electon at the 34th AGM pursuant to Clause 156 of the Consttuton of the Company. |
| The performance of the Directors who are recommended for re-electon has been assessed through the Board annual evaluaton. The Nominaton Commitee and the Board are satsfed with the performance and efectveness of Dato’ Hew Han Seng, Dato’ Markiman Bin Kobiran and Dato’ Sim Kia Ju who are due for retrement as Directors, and being eligible, have ofered themselves for re-electon at the 34thAGM. |
3. Ordinary Resolutons 4 and 5: To Approve the Payment of Directors’ Fees and Other Benefts Payable |
Secton 230(1) of the Companies Act 2016 provides amongst others, that “the fees” of the Directors and “any benefts” payable to the Directors of public company or a listed company and its subsidiaries, shall be approved at a general meetng. |
| The Company pays Directors’ fees and benefts to the non-executve directors. The Board wishes to seek shareholders’ approval for the payment of a maximum aggregate amount of RM120,000 for Directors’ fees and a maximum aggregate amount of RM9,000 for the payment of other benefts to the non-executve Director of the Company for the period commencing from the conclusion of the 34thAGM up to the conclusion of the 35thAGM of the Company. |
| Directors’ benefts include allowances and other claimable benefts which are calculated based on the current Board size and the number of schedule meetngs for the period commencing from the conclusion of the 34thAGM up to the conclusion of the 35thAGM of the Company. |
In the event the proposed amount is insufcient (e.g. due to more meetngs or enlarged Board size), approval will be sought at the next AGM for additonal fees to meet the shortall. |
4. Ordinary Resoluton 7: Authority to Issue Shares Pursuant to Sectons 75 and 76 of the Companies Act 2016 |
The Ordinary Resoluton 7, if passed, is a renewal of General Mandate to empower the Directors to issue and allot shares up to an amount not exceeding 10% of the issued share capital of the Company for the tme being for such purposes as the Directors consider would be in the best interest of the Company. This authority, unless revoked or varied by the Company at a General Meetng, will expire at the next AGM. |
The General Mandate will provide fexibility to the Company for any possible fund-raising actvites, including but not limited to further placing of shares, for the purpose of funding future investment project(s) workings capital and/or acquisitons at any tme without convening a general meetng as it would be both costs and tme consuming to organize a general meetng. |
There is no ordinary share issued pursuant to the general mandate granted to the Directors at the 33rdAGM held on 19 June 2025 and which will lapse at the conclusion of the 34thAGM. |
| Pursuant to Secton 85 of the Companies Act 2016 read together with Clause 31 of the Consttuton of the Company, shareholders have pre-emptve rights to be ofered any new shares in the Company which rank equally to the existng issued shares in the Company or other convertble securites. |
| The proposed Ordinary Resoluton, if passed, will exclude your pre-emptve right to be ofered new shares and/or convertble securites to be issued by the Company pursuant to the said Ordinary Resoluton. |