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CITAGLOBAL BERHAD Proxy Solicitation & Information Statement 2026

May 17, 2026

70429_rns_2026-05-17_b17d88c5-f041-49ed-845d-bc4f105f4420.pdf

Proxy Solicitation & Information Statement

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CITAGLOBAL
Employers' The Future
CITAGLOBAL BIOHEAD
(Registration No. 200401027590 (666098-X))
(Incorporated in Malaysia)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting ("EGM") of Citaglobal (Central "Citaglobal" or the "Company") will be held at Spectrum & Priors, Level 2A, Nexus, Conversion Conference & Event Centre, Bangsar South City, No. 7, Jalan Kemrich, 55050 Kuala Lumpur on Wednesday, 3 June 2026 at 10:30 a.m. or at any adjournment thereof, for the purpose of considering and, if thought fit, passing with or without modifications the following resolutions:

ORDINARY RESOLUTION 1

PROPOSED PRIVATE PLACEMENT OF 46,760,006 NEW ORDINARY SHARES IN CITAGLOBAL ("SHARES") ("SUBSCRIPTION SHARES") TO BERJANX SECURITIES SDN BHD (FORMERLY KNOWN AS INTER-PACIFIC SECURITIES SDN BHD) AT THE SUBSCRIPTION PRICE OF RM0.90 PER SUBSCRIPTION SHARE ("PROPOSED PRIVATE PLACEMENT").

THAT subject to all relevant approvals being obtained from all relevant parties and/or authorities (if required), approval be and is hereby given to the Board of Directors of Citaglobal ("Board") to issue and after 46,760,000 Subscription Shares by way of private placement to Bangsa Securities Sdn Bhd (formerly known as Inter-Pacific Securities Sdn Bhd) ("Subscriber") in the manner as set out in Section 2.1, Part A of the circular to shareholder dated 19 May 2026 ("Circular") at the subscription price of RM0.90 per Subscription Share in accordance with the terms and conditions as set out in the subscription agreement executed between Citaglobal and the Subscriber dated 26 February 2026.

THAT the Board be and is hereby authorised to utilise the proceeds arising from the Proposed Private Placement for such purposes as set out in the Circular and the Board be and is hereby authorised with full power to vary the manner and/or purpose of the utilisation of such proceeds from the Proposed Private Placement in the manner at the Board may deem fit, necessary and/or expedient, subject (where required) to the approval of the relevant authorities and or the shareholders of the EGM to be convened, and in the best interest of the Company.

THAT such Subscription Shares shall, upon allotment, issuance and full payment of the issue price, rank pari passu in all respects with the then existing issued Shares, save and except that the holders of such Subscription Shares shall not be entitled to any dividend, rights, allotments and/or other distributions which may be declared, made or paid to the Shareholders, the entitlement date of which is prior to the date of allotment and issuance of the Subscription Shares.

THAT the Ordinary Resolution 1 constitutes specific approval for the issuance of securities in the Company as contemplated herein and approval is hereby given for the Company to enter into, make or grant any agreement, option or offer for the Subscription Shares and for such Subscription Shares to be allotted and issued;

AND THAT the Board be and is hereby empowered and authorised to do all acts, deeds and things and to execute, sign, deliver and cause to be delivered on behalf of the Company all such documents and/or arrangements as may be necessary to give effect to and complete the Proposed Private Placement and to assent to any conditions, modifications, variations and/or amendments in any manner as may be required by the relevant authorities or as the Directors may deem necessary in the best interest of the Company and to take such steps as they may deem necessary or expedient in order to implement, finalise, give full effect and to complete the Proposed Private Placement.

ORDINARY RESOLUTION 2

PROPOSED JOINT VENTURE BETWEEN CITAGLOBAL PROPERTY DEVELOPMENT SDN BHD (FORMERLY KNOWN AS SINERG DATORS SDN BHD) ("CITAGLOBAL PROPERTY DEVELOPMENT"), AN INDIRECT WHOLE-OWNED SUBSEQUENT OF THE COMPANY, AND VARIA CRIST SDN BHD ("VARIA CRIST"), AN INDIRECT WHOLE-OWNED SUBSEQUENT OF VARIA BERNAD, FOR A PROPOSED MIXED DEVELOPMENT ON A PERIOD, OF LEASEHOLD LAND HELD UNDER TITLE NUMBER PALIWAN NEGERI 27027, LOT 147 SEKSYEN 87, BANDAR KUALA LUMPUR, SAIDIAN KUALA LUMPUR, MEASURING KJHU SIDIAN MEETERS (APPROXIMATELY 1.58 ACRES), TO BE KNOWN AS THE CITAGLOBAL TOWER DEVELOPMENT ("PROPOSED JF").

THAT subject to the approvals of all the relevant authorities and/or parties being obtained, where required, and the fulfilment or waiver (as the case may be) of the conditions precedent as set out in the joint venture agreement dated 24 November 2025 entered into between Citaglobal Property Development and Varia Cried in relation to the Proposed JV ("JM) 2, approval be and is hereby given to the Board, through Citaglobal Property Development, to undertake the Proposed JV in accordance with the terms and conditions of the JV.

AND THAT the Board be and is hereby authorised to sign and execute all documents, agreements and/or instruments and to do all acts and things as may be necessary, expedient or appropriate to give full effect to the Proposed JV with full power to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or permitted by the relevant authorities and/or as the Board may deem necessary or desirable in connection with the Proposed JV, and to take all such steps and actions as the Board may consider necessary or expedient to implement, finalise and give full effect to the Proposed JV.

BY ORDER OF THE BOARD

CHUA SIEW CHUAN (MACSA 0777689) (SSM PC NO. 201908002648)

FAU JYE YEE (MACSA 1559233) (SSM PC NO. 202008000733)

Company Secretaries

Kuala Lumpur

19 May 2026

Notes:

(a) A member who is entitled to attend, participate, speak and vote at the EGM shall be entitled to appoint more than one (1) proxy to attend and vote at the EGM in his/her stead. Where a member appoints more than one (1) proxy, he/she shall specify the proportion of his/her shareholdings to be represented by each proxy.

(b) A proxy may, but need not, be a member of the Company. A member may appoint any person to be his proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as the member to speak and vote at the Meeting.

(c) In the case of a corporate member, the instrument appointing a proxy must be either under its common seal or under the hand of an officer or attorney duly authorised.

(d) Where a member of the Company is an exempt authorised member which holds ordinary shares in the Company for multiple beneficial owners in one securities account ("envelope assignee"), there is no limit to the number of proxies which the exempt authorised member may appoint in respect of each omnibus account if holds.

(e) Appointment of proxy and registration for voting.

The instrument appointing a proxy and the power of attorney or other authority (if any), under which it is signed or a duly notarised certified copy of that power or authority, must be deposited not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof through either one of the following methods:

(a) hand-page Form of Proxy

To be deposited at the office of the Share Registrar, Securities Services (Hastings) Sdn. Bhd. at Level 7, Nexus Mitexum, Jalan Semantela, Priasi Bandar Samarsara, Samarsara Heights, 55060 Kuala Lumpur, Wispati Penyelusuan, or By electronic Form of Proxy.

To be submitted via fax at +403 20949940 or +603 20950292 or email to [email protected]

(f) In respect of deposited securities, only members whose names appear in the Record of Depositors on 25 May 2026 ("General Meeting Record of Depositors") shall be eligible to attend, participate, speak and vote at the EGM.

(g) If you have submitted your proxy form(s) and subsequently decide to appoint another person or to attend and participate in the EGM yourself, please write to [email protected] to revoke the earlier appointed proxy at least forty-eight (48) hours before this Meeting.

(h) All resolutions are but in this Notice of Meeting will be put to vote by poll.

(i) The members are advised to refer to the Administrative Notes for details on the registration and voting process for the Meeting.

Personal Data Privacy:

By submitting an instrument appointing a proxy(es) and/or representative(s) to attend, participate, speak and vote at the EGM and/or any adjournment thereof, a member of the Company (is consents to the collection, use and disclosure of the member's personal data by the Company) or to agents for the purpose of the processing and administration by the Company, or to agents of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance data, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company to be agent of a network of persons (including the Office of the Acting rules, regulations and/or agreements, respectively, the "Proposed"), (i) warrants that where the member discloses the personal data of the member's proxy(es) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(es) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(es) and/or representative(s) for the Purposes, and (ii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.