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INNITY CORPORATION BHD — Proxy Solicitation & Information Statement 2026
May 18, 2026
70774_rns_2026-05-18_89ec9bf5-8192-476e-946c-2ec7a1cf76b5.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad has not perused the contents of this Circular before its issuance and takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular
innity
INNITY CORPORATION BERHAD
(Company No. 200701006554)(764555-D)
(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
The Extraordinary General Meeting ("EGM") of Innity Corporation Berhad will be held at Greens III Sports Wing, Jalan Club Tropicana, Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor Darul Ehsan on 4 June 2026 at 9.30 a.m. The Notice of EGM together with the Form of Proxy, Administrative Guide and this Circular can be downloaded from the Company website at https://investor.innity.com/extraordinary-general-meetings/ or Bursa Malaysia website at www.BursaMalaysia.com
If you are unable to attend or vote in person at the EGM, you may appoint proxy(ies) by completing, sign and deposit the Proxy Form in accordance with the instructions therein, to the Company's Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the drop-in box provided at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, not less than forty-eight (48) hours before the date and time set for holding the EGM or any adjournment thereof. You may also submit the Proxy Form electronically via Vistra Share Registry and IPO (MY) portal (The Portal) at http://srmy.vistra.com before the proxy appointment cut off time. For further information on electronic lodgement of Proxy Form, please follow the procedures set out in the Administrative Guide. The lodging of the Proxy Form will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.
Last date and time to lodge the Form of Proxy : Tuesday, 2 June 2026 at 9.30 a.m.
Date and time of Annual General Meeting : Thursday, 4 June 2026 at 9.30 a.m.
This Circular is dated 19 May 2026
Except where the context otherwise requires, the following definitions shall apply throughout this Circular: -
Act : The Companies Act 2016
AGM : Annual General Meeting
ARMC : Audit and Risk Management Committee
Appspioration : Appspioration Sdn. Bhd. (201101012645) (940785-T), a 74%-owned subsidiary of ISB and 1%-owned by PassionCo
Board : Board of Directors of INNITY
Bursa Securities : Bursa Malaysia Securities Berhad (635998-W)
CMSA : Capital Market and Services Act 2007, including all amendments made from time to time and any re-enactment thereof
Director(s) : Shall have the meaning given in Section 2 (I) of the CMSA and includes any person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, a Director of INNITY or any other company which is its subsidiary or holding company or a Chief Executive Officer of INNITY, its subsidiary or its holding company
DoMedia : DoMedia Asia Sdn. Bhd. (201001018873) (902580-D), a wholly-owned subsidiary of ISB
Dynamic : Dynamic Outdoor Media Sdn. Bhd. (201001040705) (924630-D), a wholly-owned subsidiary of ISB
EGM : Extraordinary General Meeting
Hakuhodo DY Holdings : Hakuhodo DY Holdings Inc.
Hakuhodo DY Group : Hakuhodo DY Holdings and its subsidiaries
Hakuhodo DY Media Partners : Hakuhodo DY Media Partners Inc, a wholly-owned subsidiary of Hakuhodo DY Holdings
Hakuhodo : Hakuhodo Inc., a wholly-owned subsidiary of Hakuhodo DY Holdings
Hakuhodo DY ONE : Hakuhodo DY ONE Inc (formerly known as D.A.Consortium Holdings Inc.), a wholly-owned subsidiary of Hakuhodo DY Holdings
ICCL : Innity China Co., Limited (1667420), a 80%-owned subsidiary of ISB
INNITY or Company : Innity Corporation Berhad (200701006554) (764555-D)
INNITY Group or Group : INNITY and its subsidiaries
Innity Cambodia : Innity (Cambodia) Co., Ltd., a wholly-owned subsidiary of ISB
Innity Ltd : Innity Limited (1059459), a wholly-owned subsidiary of ISB
Innity Myanmar : Innity Myanmar Co., Limited., a 65%-owned subsidiary of ISB
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DEFINITIONS (Cont'd)
Except where the context otherwise requires, the following definitions shall apply throughout this Circular: -
Innity Shanghai : Innity Shanghai Ltd., a wholly-owned subsidiary of ISB
Innity Singapore : Innity Singapore Pte. Ltd. (200618409E), a 72%-owned subsidiary of ISB and 28%-owned by Innity Ltd
Innity Taiwan : Innity Taiwan Ltd, a 100%-owned subsidiary of Innity China Co., Ltd
Innity Thailand : Innity Digital Media (Thailand) Co., Ltd., an associate of INNITY Group
IPI : Innity Philippines Inc., a 100%-owned subsidiary of ISB
IREP : IREP Inc. an affiliate Company to Hakuhodo DY Holdings
ISB : Innity Sdn Bhd (199901025800) (500700-X), a wholly-owned subsidiary of INNITY
ISACL : Innity Software and Advertising Co., Ltd (411022000498), a 90%-owned subsidiary of IVCL
IVCL : Innity Vietnam Co., Ltd. (411022000122), a 88%-owned subsidiary of Innity Limited
JCBNEXT : JcbNext Berhad (200401002875) (641378-W)
Listing Requirements : ACE Market Listing Requirements of Bursa Securities, including any amendments made in respect thereof from time to time
LPD : 24 April 2026, the latest practicable date prior to printing of this Circular
Major Shareholder : A person who has an interest or interests in one or more voting shares in a corporation and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is: -
(a) 10% or more of the aggregate of the nominal amounts of all the voting shares in the company; or
(b) 5% or more of the aggregate of the nominal amounts of all the voting shares in the company where such person is the largest shareholder in the company
For the purpose of this definition, "interest in shares" shall have the meaning given in Section 8 of the Act.
It also includes any person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, a major shareholder of INNITY as defined under Paragraph 1.01 of the Listing Requirements or any other company which is its subsidiary or holding company.
MMRD : Myanmar Marketing and Research Development Co., Ltd
OfferStation : Offerstation Sdn. Bhd. (200501033322) (715462-X), a 60%-owned subsidiary of ISB and 40%-owned by Appsploration
PassionCo : PassionCo Sdn. Bhd. (200901009941) (852955-U), a wholly-owned subsidiary of INNITY
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DEFINITIONS (Cont'd)
Except where the context otherwise requires, the following definitions shall apply throughout this Circular: -
Passionation (HK) : Passionation (Hong Kong) Limited (2874625), a 100%-owned subsidiary Innity China Co., Ltd
Person(s) connected : Shall have the same meaning as in Chapter 1 of the Listing Requirements
Proposal : Proposed Renewal Mandate, collectively
Proposed Renewal : The proposed renewal of shareholders' mandate for recurrent related party transactions of a revenue or trading nature
PTM : PT Media Innity (AHU-06947.AH.01.01.TH.2010), a 51%-owned subsidiary of ISB
Related Parties : Directors, Major Shareholders or persons connected with such Directors or Major Shareholders
RM and sen : Ringgit Malaysia and sen, respectively
RRPT : Recurrent related party transaction of the Group which is of a revenue or trading nature that are necessary for the day-to-day operations and is in the ordinary course of business of the Group
104 Corporation : 104 Corporation (Taiwan)
CONTENTS
LETTER TO THE SHAREHOLDERS OF INNITY CONTAINING:
- INTRODUCTION 1 – 2
- DETAILS OF THE PROPOSAL 2 – 14
- RATIONALE AND BENEFITS OF THE PROPOSAL 14
- INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM 14 – 16
- DIRECTORS' RECOMMENDATION 16
- APPROVALS REQUIRED 16
- AGM 16-17
- ADDITIONAL INFORMATION 17
APPENDICES
I ADDITIONAL INFORMATION 18
II EXTRACT OF THE ORDINARY RESOLUTIONS 19
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In nity
INNITY CORPORATION BERHAD
(Company No. 200701006554)(764555-D)
(Incorporated in Malaysia)
Registered Office:
Unit 30-01, Level 30
Tower A, Vertical Business Suite
Avenue 3, Bangsar South
No. 8, Jalan Kerinchi
59200 Kuala Lumpur.
19 May 2026
Board of Directors:
- Phang Chee Leong (Executive Chairman)
- Looa Hong Tuan (Managing Director)
- Wong Kok Woh (Executive Director)
- Seah Kum Loong (Executive Director)
- Fung Kam Foo (Independent Non-Executive Director)
- Cheong Chee Yun (Independent Non-Executive Director)
- Norliza Binti Rasool Khan (Independent Non-Executive Director)
- Gregory Charles Poarch (Non-Independent Non-Executive Director)
- Liong Wei Li (Alternate Director to Gregory Charles Poarch)
- Michihiko Suganuma (Non-Independent Non-Executive Director)
- Mina Kitamura (Alternate Director to Michihiko Suganuma)
To: The Shareholders of Innity Corporation Berhad
Dear Sir / Madam,
PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
1. INTRODUCTION
The Company had at its AGM held on 6 June 2025 obtained a shareholder mandate for the Company and its subsidiaries to enter into RRPT in the ordinary course of business based on commercial terms which are not more favourable to the Related Parties than those generally available to the public. The authority conferred by the shareholder mandate shall, in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming EGM unless authority for its renewal is obtained from the shareholders of the Company at the EGM ("Existing Mandate").
The Company had on 7 May 2026 announced to Bursa Securities that the Company will be seeking its shareholders' approval for the Proposed Renewal of Shareholders' Mandate for recurrent related party transactions of a revenue or trading nature.
The purpose of this Circular is to provide you with information on the Proposal and to seek your approval for the ordinary resolution pertaining to the Proposal to be tabled at the forthcoming EGM of the Company. The Notice of the EGM (under "Special Business") detailing the relevant resolution for the proposed renewal of shareholders' mandate is available on Company's website at https://investor.innity.com/extraordinary-general-meetings/
SHAREHOLDERS ARE ADVISED TO READ THE CONTENT OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTION TO GIVE EFFECT TO THE PROPOSAL
2. DETAILS OF THE PROPOSAL
2.1 The Listing Requirements
Pursuant to Rule 10.09(2) of the Listing Requirements, the Company may seek shareholders' mandate to enter into RRPTs subject to the following: -
(a) the transactions are in the ordinary course of business and are on terms not more favourable to the related parties than those generally available to the public;
(b) the shareholders' mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders' mandate during the financial year where the aggregate value is equal to or more than the threshold below in relation to a listed corporation with a share capital of RM60 million and below: -
(i) the consideration, value of assets, capital outlay or costs of the RRPT is equal to or exceeds RM1 million; or
(ii) the percentage ratio of such aggregated transactions is equal to or exceeds 1% whichever is the lower;
(c) the listing corporation's circular to shareholders for the shareholder mandate includes the information as may be prescribed by Bursa Securities. The draft circular must be submitted to Bursa Securities together with a checklist showing compliance with such information;
(d) in a meeting to obtain a shareholders' mandate, the relevant related parties must comply with the requirements set out in Paragraph 10.08(7); and
(e) the listed corporation immediately announces to Bursa Securities when the actual value of a RRPT entered into by the listed corporation, exceeds the estimated value of the RRPT disclosed in the circular by 10% or more and must include the information as may be prescribed by Bursa Securities in its announcement.
2.2 Validity Period of the Proposal
The Proposal are subject to annual renewal and if approved shall only continue to be in force until: -
(a) the conclusion of the next AGM of the Company following the general meeting at which such mandate was passed, at which time the authority shall lapse unless renewed by ordinary resolution passed at the meeting;
(b) the expiration of the period within which the next AGM after the date it 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.
2.3 Information on the INNITY Group
The Company is principally an investment holding company whilst its subsidiaries are principally engaged in the businesses of providing technology-based online advertising solutions and other related internet services.
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2.3 Information on the INNITY Group (Cont'd)
The subsidiaries of INNITY and their respective principal activities as at LPD are as follows: -
| Name | Date and place of incorporation | Effective equity interest (%) | Principal activities |
|---|---|---|---|
| ISB | 8 December 1999 | ||
| Malaysia | 100 | Provision of technology-based online advertising solutions and other internet related services | |
| PassionCo | 9 April 2009 | ||
| Malaysia | 100 | Dormant | |
| Subsidiaries of ISB | |||
| Innity Ltd | 14 July 2006 | ||
| Hong Kong | 100 | Investment holding | |
| PTM | 10 February 2010 | ||
| Indonesia | 51 | Provision of technology-based online advertising solutions and other internet related services | |
| DoMedia | 27 May 2010 | ||
| Malaysia | 100 | Provision of technology-based online advertising solutions and other internet related services | |
| Innity Shanghai | 24 October 2013 | ||
| China | 100 | Dormant |
The Company is principally an investment holding company whilst its subsidiaries are principally engaged in the businesses of providing technology-based online advertising solutions and other related internet services. (cont'd)
The subsidiaries of INNITY and their respective principal activities as at LPD are as follows: - (cont'd)
| Name | Date and place of incorporation | Effective equity interest (%) | Principal activities |
|---|---|---|---|
| Subsidiaries of ISB (Cont'd) | |||
| ICCL | 26 September 2011 | ||
| Hong Kong | 80 | Provision of technology-based online advertising solutions and other internet related services | |
| IPI | 17 July 2012 | ||
| Philippines | 100 | Provision of technology-based online advertising solutions and other internet related services |
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2.3 Information on the INNITY Group (Cont'd)
| Dynamic | 9 December 2010
Malaysia | 100 | Dormant |
| --- | --- | --- | --- |
| Appspioration | 15 April 2011
Malaysia | 75# | Develop computer and mobile software application |
| OfferStation | 21 November 2005
Malaysia | 90 | Operate promotional and sales event information website |
| Innity Cambodia | 3 October 2017
Cambodia | 100 | Dormant |
| Innity Myanmar | 20 October 2017
Myanmar | 65 | Dormant |
| Innity Singapore | 8 December 2006
Singapore | 100@ | Provision of technology-based online advertising solutions and other internet related services |
| Subsidiaries of Innity Ltd
IVCL | 5 October 2007
Vietnam | 88 | Software production house |
The Company is principally an investment holding company whilst its subsidiaries are principally engaged in the businesses of providing technology-based online advertising solutions and other related internet services. (cont'd)
The subsidiaries of INNITY and their respective principal activities as at LPD are as follows: - (cont'd)
| Name | Date and place of incorporation | Effective equity interest (%) | Principle activities |
|---|---|---|---|
| Subsidiary of ICCL | |||
| Passionation (HK) | 18 September 2019 | ||
| Hong Kong | 80 | Develop content and influencer marketing | |
| Innity Taiwan | 13 February 2014 | ||
| Belize | 80 | Dormant | |
| Subsidiary of IVCL | |||
| ISACL | 11 February 2010 | ||
| Vietnam | 79 | Provision of technology-based online advertising solutions and other internet related services |
The associated companies of INNITY and the principal activities as at the LPD are as follows:
| Innity Thailand | 16 July 2008
Thailand | 49 | Provision of technology-based online advertising solutions and other internet related services |
| --- | --- | --- | --- |
ISB and PassionCo held 74% and 1% equity interest respectively in Appspioration
@ ISB and Innity Limited held 72% and 28% equity interest respectively in Innity Singapore
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2.4 Classes of Related Parties
The Proposal will apply to the following classes of Related Parties:
(a) Directors or Major Shareholders; and
(b) Persons connected to the Directors or Major Shareholders.
The details of the Related Parties with whom the INNITY Group will be transacting with are as follows:
JCBNext's Subsidiary and Associate
| Related Parties | Nature of relationship | Principal activities |
|---|---|---|
| Autoworld.com.my | Autoworld.com.my is a wholly-owned subsidiary of JCBNEXT. | Automobile internet advertising business and other related businesses |
| 104 Corporation | JCBNEXT has a direct holding of 8.22% equity interest in 104 Corporation. | Online recruitment and human resource management services |
The details of the Related Parties with whom the INNITY Group will be transacting with are as follows: (Cont'd)
Corporations connected to a major shareholder
| Related Parties | Nature of relationship | Principal activities |
|---|---|---|
| Hakuhodo DY Group | Hakuhodo DY Group consists of Hakuhodo DY Holdings and its subsidiaries. Hakuhodo DY Holdings is the ultimate holding company of Hakuhodo DY ONE (formerly known as DAC Holdings) by virtue of its 100% direct equity interest through Hakuhodo DY Group | The Group carries out advertising operations in various media, primarily newspapers, magazines, radio, television, digital media, provides planning, production, marketing, public relations, and other services related to the presentation of advertising. |
Corporations connected with a director
| Innity Thailand | Innity Thailand is a 49%-owned associate of ISB through Innity Ltd. | Provision of technology-based online advertising solutions and other internet related services. |
|---|---|---|
| MMRD | MMRD has a direct shareholding of 35% equity interest in Innity Myanmar. | Provision of technology-based online advertising solutions and other internet related services and purchase of advertisement space |
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2.5 Nature of the RRPT
The Proposal in respect of all RRPTs entered into by the INNITY Group from the forthcoming EGM to the date of the next AGM of the Company, and the shareholders' mandate will allow INNITY Group, in the normal course of business, to enter into the RRPTs referred to below with Related Parties, provided that such transactions are made on arms' length basis, on the INNITY Group's normal commercial terms transaction prices and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment to the minority shareholders of INNITY.
2.5.1 Proposed renewal of existing mandate
The details of the RRPTs with Related Parties set out below that had at its AGM held on 6 June 2025 obtained shareholders' mandate: -
| Transacting party within INNITY Group | Related Party | Nature of transactions | Interested Related Parties | Estimated value as disclosed in the Circular to Shareholders dated on 25 April 2025 (RM) | Actual value transacted from last AGM to LPD (RM) | Estimated aggregate value from the date of the forthcoming EGM to next AGM (RM) | |
|---|---|---|---|---|---|---|---|
| 1. | Our Company and/or our subsidiaries (Provider of services) | Hakuhodo DY Group (Recipient of services) | Provision of advertising and publicity related services | Major shareholder Hakuhodo DY One | |||
| Corporations connected with major shareholder Hakuhodo DY Holdings | |||||||
| Director Michihiko Suganuma | |||||||
| Mina Kitamura | 2,000,000 | 2,270,217 | 6,000,000 | ||||
| 2. | Our Company and/or our subsidiaries (Provider of services) | Innity Thailand (Recipient of services) | Sales of advertisement space | Director Looa Hong Tuan | 500,000 | 54,766 | 500,000 |
| 3. | Our Company and/or our subsidiaries (Provider of services) | MMRD (Recipient of services) | Provision of advertising and publicity related services | Major shareholder MMRD | |||
| Director U Moe Kyaw | 100,000 | - | 100,000 |
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2.5.1 Proposed renewal of existing mandate (Cont'd)
The details of the RRPTs with Related Parties set out below that had at its AGM held on 6 June 2025 obtained shareholders' mandate: - (cont'd)
| Transacting party within INNITY Group | Related Party | Nature of transactions | Interested Related Parties | Estimated value as disclosed in the Circular to Shareholders dated on 25 April 2025 (RM) | Actual value transacted from last AGM to LPD (RM) | Estimated aggregate value from the date of the forthcoming EGM to next AGM (RM) | |
|---|---|---|---|---|---|---|---|
| 4. | Our Company and/or our subsidiaries (Provider of services) | Innity Thailand (Recipient of services) | Management fee in relation to backend support staff costs charge back which include Corporate Strategy, Finance, Business Development, Operation and Creative Team based on time allocation of each individual | Director Looa Hong Tuan | 600,000 | 237,964 | 600,000 |
| 5. | Our Company and/or our subsidiaries (Provider of services) | Innity Thailand (Recipient of services) | Royalty fee | Director Looa Hong Tuan | 500,000 | 39,954 | 500,000 |
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2.5.1 Proposed renewal of existing mandate (Cont'd)
The details of the RRPTs with Related Parties set out below that had at its AGM held on 6 June 2025 obtained shareholders' mandate: - (cont'd)
| Transacting party within INNITY Group | Related Party | Nature of transactions | Interested Related Party | Estimated value as disclosed in the Circular to Shareholders dated on 25 April 2025 (RM) | Actual value transacted from last AGM to LPD (RM) | Estimated aggregate value from the date of the forthcoming EGM to next AGM (RM) | |
|---|---|---|---|---|---|---|---|
| 6. | Our Company and/or our subsidiaries (Recipient of services) | Hakuhodo DY Group (Provider of services | Purchase of advertising and publicity related services | Major shareholder Hakuhodo DY ONE | |||
| Corporations connected with major shareholder Hakuhodo DY Holdings | |||||||
| Director Michihiko Suganuma Mina Kitamura | 400,000 | - | 400,000 | ||||
| 7. | Our Company and/or our subsidiaries (Recipient of services) | Innity Thailand (Provider of services) | Purchase of advertisement space | Director Looa Hong Tuan | 600,000 | 203,330 | 600.000 |
| 8. | Our Company and/or our subsidiaries (Recipient of services) | 104 Corporation (Provider of services) | Online recruitment services | Major shareholder JCBNext | |||
| Director Gregory Charles Poarch Liong Wei Li | 30,000 | - | 30,000 |
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2.5.1 Proposed renewal of existing mandate (Cont'd)
The details of the RRPTs with Related Parties set out below that had at its AGM held on 6 June 2025 obtained shareholders' mandate: - (cont'd)
| Transacting party within INNITY Group | Related Party | Nature of transactions | Interested Related Party | Estimated value as disclosed in the Circular to Shareholders dated on 25 April 2025 (RM) | Actual value transacted from last AGM to LPD (RM) | Estimated aggregate value from the date of the forthcoming EGM to next AGM (RM) | |
|---|---|---|---|---|---|---|---|
| 9. | Our Company and/or our subsidiaries (Recipient of services) | Autoworld.com.my (Provider of services) | Purchase of advertisement space | Major shareholder JCBNext | |||
| Director | |||||||
| Gregory Charles Poarch | |||||||
| Liong Wei Li | 10,000 | - | 10,000 | ||||
| 10. | Our Company and/or our subsidiaries (Recipient of services) | MMRD (Provider of services) | Purchase of advertisement space | Major shareholder MMRD | |||
| Director | |||||||
| U Moe Kyaw | 100,000 | - | 100,000 | ||||
| Total | 4,840,000 | 2,806,231 | 8,840,000 |
The variation between the actual transaction value from the last AGM to the LPD and the estimated value for transactions between Innity Group and Hakuhodo DY Group is mainly attributable to higher-than-anticipated demand for Innity's services, which led to a transaction volume exceeding the original estimate.
2.6 Amount due and owing to RRPT
The breakdown of the principal sum (without interest) for the total outstanding amount due and owing to INNITY Group under the RRPT as per Section 2.5.1 of this circular which exceeded the credit term as at 31 December 2025 are as follows:
| Related Party | Nature of recurrent transactions | Outstanding amount (RM) | ||||
|---|---|---|---|---|---|---|
| 1 year or less | More than 1 to 3 years | More than 3 to 5 years | More than 5 years | |||
| 1. | Hakuhodo DY Group | Provision of advertising and publicity related services | 1,547,820 | 15,552 | - | - |
| 2. | Innity Thailand | Provision of advertising space and publisher invoices paid on behalf | 24,637 | 49,155 | 4,435 | 42 |
| Management fee in relation to backend support staff costs charge back which include Corporate Strategy, Finance, Business Development and Creative Team based on time allocation of each individual | Principal sum | |||||
| 296,036 | Principal sum | |||||
| 443,106 | - | - | ||||
| Interest | ||||||
| 13,283 | Interest | |||||
| 6,885 | - | - | ||||
| Principal sum | ||||||
| 63,792 | Principal sum | |||||
| 96,472 | - | - | ||||
| Interest | ||||||
| 10,179 | Interest | |||||
| 5,230 | - | - | ||||
| Total | 1,955,747 | 616,400 | 4,435 | 42 |
There were no late payment charges imposed by INNITY Group on the trade outstanding amount owing by Hakuhodo DY Group and Innity Thailand as INNITY Group has decided not to impose any late payment charges as the related parties are long-outstanding customers of our Group. However, INNITY Group has imposed late payment interest as the related party went into an agreement with Innity Thailand which states that late payment interest was imposed on non-trade outstanding amount. The management has sent out monthly statement and will continuously follow up closely with the debtors to recover the outstanding amount due within the credit term. The Board is of the opinion that there will be no recoverability issues as the debtors are related parties and with good business relationship.
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2.7 Methods and the procedures
The Company has implemented review and the disclosure procedures for the RRPTs to ensure that the RRPTs are conducted on arm's length basis and are based on normal commercial terms consistent with the Company's usual business practices and are undertaken on transaction prices and terms that are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company.
To monitor the RRPTs, the following methods and the procedures have been implemented: -
(i) the management of INNITY will ensure that the RRPTs will only be entered into after taking into account the pricing, expertise and other related factors. The transaction prices will be determined by market forces and the availability of the amounts/resources to be transacted, similar to those prices for transactions with unrelated third parties;
(ii) a register will be maintained by the Company to record all the RRPTs and will be made available to the Audit and Risk Management Committee ("ARMC") for its quarterly review;
(iii) the ARMC will undertake a periodic review of the RRPTs to ensure that such transactions are undertaken at arm's length, on normal commercial terms, on terms not more favourable to the Related Parties than those generally available to the public and are not, in the Company's opinion, detrimental to the minority shareholders of the Company. In its review and approval of such transactions, the ARMC may, as it deems fit, request for additional information pertaining to the RRPTs;
(iv) In the case of RRPTs where any of the Director has a direct or indirect interest, he shall abstain from all deliberations and voting in respect of the said transaction. Where any members of the ARMC are interested in any transactions, that member shall abstain from voting in any matter relating to any decision to be taken by the ARMC with respect to such transactions.
(v) The thresholds for the approval of RRPTs within INNITY Group are as follows: -
(a) RRPTs up to RM1 million each in value will be reviewed and approved by the Group Managing Director;
(b) RRPTs above RM1 million each in value will be recommended by the Group Managing Director and approved by the Board; and
(vi) At least two contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, wherever possible, to determine whether the price and terms offered to/by the related parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities.
In the event that quotation or comparative pricing from unrelated third parties cannot be obtained, the transaction price will be determined by the Group based on the usual business practices of the Group to ensure that the RRPTs are not detrimental to the Group.
2.8 Statement by the Audit and Risk Management Committee ("ARMC")
The ARMC of the Company has seen and reviewed the procedures mentioned in Section 2.7 above and is of the view that the said procedures are sufficient to ensure that the RRPTs are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company. INNITY Group has in place adequate procedures and processes to monitor, track and identify RRPTs in a timely and orderly manner, which procedures and processes are reviewed on a quarterly basis by the ARMC.
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2.8 Statement by the ARMC (Cont'd)
The ARMC is in the opinion that the Proposal are in the best interest of the listed corporation. The RRPTs will be carried out in an arm's length and normal commercial terms and are not to the detriment of the minority shareholders interest of the Company. Any member of the ARMC who is interested in any RRPTs shall not be involved in the review of the said transaction.
Furthermore, the ARMC of the Company shall also have the discretion to request for additional procedures to be followed if it considers such a request to be appropriate.
2.9 Disclosure in the Annual Report
Disclosure shall be made in the Company's annual report of the aggregate value of the RRPTs during the financial year, stating: -
(i) the types of the RRPTs made; and
(ii) the names of the Related Parties involved in each type of the RRPTs made and their relationships with the Company,
and in the annual report for the subsequent year that the Proposal continue to be in force.
3. RATIONAL AND BENEFITS OF THE PROPOSAL
The RRPTs are in the ordinary course of business of the Group and are undertaken at arm's length on normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public. They are likely to occur to some degree of frequency and arise at any time and from time to time.
The Proposal, subject to annual review, will enhance the ability of the Group to pursue business opportunities which are time-sensitive in nature and will eliminate the need for INNITY to announce and convene separate general meetings on each occasion to seek prior approval of the shareholders of the Company for the RRPTs. This will substantially reduce the expenses associated with convening general meetings on an ad hoc basis, improve administrative efficiency considerably and allow resources and time to be channelled towards attaining corporate objectives.
The Group should have access to all available markets, including the Related Parties. The RRPTs are intended to meet the business needs of the Group at the best possible terms. By transacting with the Related Parties, the Group would have an advantage of familiarity with the background, financial wellbeing and management of the Related Parties, thus enabling more informed commercial decisions to be made. In most dealings with the Related Parties, the Group and the Related Parties have a good understanding of each other's business needs and expectations thus providing a platform where all parties can benefit from conducting the RRPTs.
4. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM
Based on INNITY's Register of Substantial Shareholders and Register of Directors' Shareholdings, the direct and indirect shareholdings of Major Shareholders and Interested Directors and/or persons connected to them in INNITY as at the LPD are as follows:
| Direct | Indirect | |||
|---|---|---|---|---|
| No. of shares | % | No. of shares | % | |
| INNITY Major Shareholders | ||||
| JCBNEXT | 29,250,040 | 20.982 | - | - |
| Hakuhodo DY ONE | 34,735,500 | 24.917 | - | - |
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4. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM (CONT'D)
| Direct | Indirect | |||
|---|---|---|---|---|
| No. of shares | % | No. of shares | % | |
| INNITY Interested Directors | ||||
| Gregory Charles Poarch | - | - | - | - |
| Liong Wei Li | - | - | - | - |
| Looa Hong Tuan | 12,374,685 | 8.876 | - | - |
| Michihiko Suganuma | - | - | - | - |
| Mina Kitamura | - | - | - | - |
| Interested Corporations Connected with INNITY Major Shareholder | ||||
| Hakuhodo DY Holdings | 34,735,500(1) | 24.917 |
Notes:
1) By virtue of its 24.917% indirect equity interest in INNITY, through 100% equity interest in Hakuhodo DY ONE.
(i) JCBNEXT, Hakuhodo DY ONE our major shareholders of INNITY who has 20.982% and 24.917% direct equity interest in INNITY, are deemed interested in the Proposal will abstain from voting in resolution pertaining to the Proposal in respect of their direct shareholdings in INNITY, if any, on the resolution approving the Proposal at the forthcoming EGM. JCBNEXT, Hakuhodo DY ONE, have also undertaken to ensure that persons connected to them will abstain from voting, in respect of their direct and/or indirect shareholdings (if any) in INNITY, deliberating or approving, the resolution pertaining to the Proposal at our forthcoming WGM.
(ii) Gregory Charles Poarch the Chief Financial Officer of JCBNEXT and a Director of INNITY. Liong Wei Li is the Chief Executive Officer of JCBNEXT and an Alternate Director to Gregory Charles Poarch in INNITY. Gregory Charles Poarch (alternately Liong Wei Li) is the corporate representative of JCBNEXT on INNITY's Board of Directors.
Looa Hong Tuan is the Director and a shareholder of INNITY and a Director of Innity Thailand.
Michihiko Suganuma is the Senior Executive Officer and Head of Global Business Group at Hakuhodo DY ONE. Mina Kitamura is the General Manager of Strategic Alliance Division Global Business Group at Hakuhodo DY ONE., and also an Alternate Director to Michihiko Suganuma. Michihiko Suganuma (alternately Mina Kitamura) is the corporate representative of DAC on INNITY's Board of Directors.
MMRD and U Moe Kyaw do not have direct and indirect shareholdings in INNITY.
MMRD is the major shareholder of Innity Myanmar and MMRD director namely U Moe Kyaw is Innity Myanmar director.
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- INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM (CONT'D)
(ii) Gregory Charles Poarch the Chief Financial Officer of JCBNEXT and a Director of INNITY. Liong Wei Li is the Chief Executive Officer of JCBNEXT and an Alternate Director to Gregory Charles Poarch in INNITY. Gregory Charles Poarch (alternately Liong Wei Li) is the corporate representative of JCBNEXT on INNITY's Board of Directors. (Cont'd)
Accordingly, Gregory Charles Poarch, Liong Wei Li, Looa Hong Tuan, Michihiko Suganuma and Mina Kitamura (collectively referred to as the "Interested Directors"), where applicable, have abstained and will continue to abstain from deliberation and voting at the relevant Board meetings on the resolution in respect of the Proposal.
(iii) As such, the Interested Directors will abstain from voting in respect of their direct and/or indirect shareholdings, if any, on the resolution approving the Proposal at the forthcoming EGM and have also undertaken to ensure that persons connected to them will abstain from voting in respect of their direct and/or indirect shareholdings on the resolution approving the Proposal at the forthcoming EGM.
Save as disclosed above, none of the other Directors or Major Shareholders of INNITY or person connected to them have any interest, direct or indirect, in the Proposal.
- DIRECTORS' RECOMMENDATION
After due consideration of all aspects of the Proposal, the Directors (with the exception of the Interested Directors who have abstained from making any opinions and recommendations in respect of the Proposal), are of the opinion that the Proposal are in the best interest of the Company and recommend that shareholders vote in favour of the ordinary resolution pertaining to the Proposal to be tabled at the Company's forthcoming EGM.
- APPROVALS REQUIRED
The Proposal are subject to the approval of the shareholders of INNITY at the forthcoming EGM. Save for the approval of the shareholders of INNITY, there are no other approvals required for the Proposal.
- EGM
The ordinary resolution pertaining to the Proposed Renewal of Shareholders' Mandate is set out in the Notice on Company website at https://investor.innity.com/ or Bursa Malaysia website at www.BursaMalaysia.com. The EGM will be held at Greens III Sports Wing, Jalan Club Tropicana, Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor Darul Ehsan on 4 June 2026 at 9.30 a.m. for the purpose of considering and if thought fit, passing the resolution to give effect to the Proposal.
The Notice of the EGM, Proxy Form and the Administrative Guide are available on the Company website at https://investor.innity.com/extraordinary-general-meetings/
Members who wish to appoint a proxy or proxies to participate in the EGM are required to complete and return the Forms of Proxy through either one of the avenues no later than Tuesday, 2 June 2026 at 9.30a.m.
(a) Lodgement of Form of Proxy in hardcopy – To deposit proxy form to Tricor's office at unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively the drop-in box provided at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia; or
(b) Electronic lodgement of Form of Proxy – The Form of Proxy can be lodged electronically via
Vistra Share Registry and IPO (MY) portal (The Portal) at http://srmy.vistra.com. Please refer to the Administrative Guide for the EGM on the procedures for electronic lodgement of Form of Proxy via Vistra Share Registry and IPO (MY) portal (The Portal).
8. ADDITIONAL INFORMATION
Shareholders are advised to refer to Appendices in this Circular for additional information.
Yours faithfully,
For and on behalf of the Board of Directors
INNITY CORPORATION BERHAD
Cheong Chee Yun
Independent Non-Executive Director
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APPENDIX I: ADDITIONAL INFORMATION
- DIRECTORS' RESPONSIBILITY STATEMENT
This Circular has been seen and approved by the Board and they collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm that, after having made all reasonable enquiries and to the best of their knowledge and belief, there are no false or misleading statements in this Circular or other facts, the omission of which would make any statement in this Circular false or misleading.
- MATERIAL CONTRACTS
As at the date of this Circular, neither the Company nor its subsidiary companies have entered into any material contracts (not being contracts entered into in the ordinary course of business) within the two (2) years preceding the date of this Circular.
- MATERIAL LITIGATION
As at the date of this Circular, neither the Company nor its subsidiary companies are engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, and the Directors of INNITY are not aware of any proceedings, pending or threatened against the Company and/or its subsidiary companies or of any fact likely to give rise to any proceeding which may materially and adversely affect the financial position or business of INNITY and/or its subsidiary companies.
- DOCUMENTS AVAILABLE FOR INSPECTION
The following documents are available for inspection at the Registered Office of INNITY during office hours from the date of this Circular up to and including the date of the forthcoming EGM: -
(i) The Constitution of INNITY;
(ii) Audited financial statements of INNITY for the financial years ended 31 December 2023 and 31 December 2024;
(iii) Unaudited quarterly report on consolidated results of INNITY for the financial period ended 31 December 2025.
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APPENDIX II: EXTRACT OF THE RESOLUTION
EXTRACT OF THE ORDINARY RESOLUTION TO BE TABLED AT THE EGM OF INNITY IN RELATION TO THE PROPOSAL
ORDINARY RESOLUTION
- RENEWAL OF THE EXISTING SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
"THAT subject always to the provisions of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") ("Listing Requirements"), the Company and/or its subsidiary companies ("the Group") be and are hereby authorised to enter into and give effect to the recurrent related party transactions of a revenue or trading nature with the related parties as set out in Section 2.5.1 of the Circular to Shareholders dated 19 May 2026 ("the Related Parties"), provided that such transactions are:-
i. necessary for the day-to-day operations;
ii. undertaken in the ordinary course of business on an arm's length basis and on normal commercial terms and transaction prices, which are not more favourable to the Related Parties than those generally available to the public; and
iii. not detrimental to the minority shareholders of the Company,
("Proposed Renewal of Shareholders' Mandate").
THAT the authority for the Proposed Renewal of Shareholders' Mandate shall commerce immediately upon the passing of this ordinary resolution and shall remain in force until:-
(a) the conclusion of the next Annual General Meeting of the Company following the general meeting at which such mandate was passed, at which time the authority shall lapse unless renewed by ordinary resolution passed at the meeting;
(b) the expiration of the period within which the next Annual General Meeting after that date is required to be held pursuant to Section 340(2) of the Companies Act 2016 (but must not extend to such extension as may be allowed pursuant to Section 340(4) of the Companies Act 2016); or
(c) revoked or varied by a resolution passed by the shareholders of the Company in a general meeting.
whichever is earlier.
AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the Proposed Renewal of Shareholders' Mandate"
INNITY CORPORATION BERHAD
(200701006554) (764555-D)
(Incorporated in Malaysia)
PROXY FORM
CDS Account No.
No. of shares held
Telephone no. (During office hours)
I/We ________ NRIC (New)/ Company No. ________
(PLEASE USE BLOCK CAPITAL)
of _________
(FULL ADDRESS)
being member(s) of INNITY CORPORATION BERHAD, hereby appoint:
| Full Name (in Block) | NRIC/Passport No. | Proportion of Shareholdings | |
|---|---|---|---|
| No. of Shares | % | ||
| Address |
and / or (delete as appropriate)
| Full Name (in Block) | NRIC/Passport No. | Proportion of Shareholdings | |
|---|---|---|---|
| No. of Shares | % | ||
| Address |
or failing him, the Chairperson of the Meeting, as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at Greens III, Sports Wing, Jalan Club Tropicana, Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor Darul Ehsan on Thursday, 4 June 2026 at 9.30 a.m. or any adjournment thereof, and to vote as indicated below:
| Special Business | Resolution | For | Against |
|---|---|---|---|
| Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature | Ordinary Resolution |
(Please indicate with an "X" in the space provided whether you wish your votes to be cast for or against the resolutions. In the absence of specific direction, your proxy will vote or abstain as he thinks fit.)
Signed this __ day of __ 2026
Signature of Member(s) or/ Common Seal
- Manner of execution:
(a) If you are an individual member, please sign where indicated.
(b) If you are a corporate member which has a common seal, this proxy form should be executed under seal in accordance with the constitution of your corporation.
(c) If you are a corporate member which does not have a common seal, this proxy form should be affixed with the rubber stamp of your company (if any) and executed by:
(i) at least two (2) authorised officers, of whom one shall be a director; or
(ii) any director and/or authorised officers in accordance with the laws of the country under which your corporation is incorporated.
Notes:
(1) For the purpose of determining who shall be entitled to attend this General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company, a Record of Depositors as at Tuesday, 26 May 2026. Only a member whose name appears on this Record of Depositors shall be entitled to attend this General Meeting or appoint a proxy to attend, speak and vote on his/her/its behalf.
(2) A member entitled to attend and vote at this General Meeting 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 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 a General Meeting 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) If two (2) proxies are appointed, the entitlement of those proxies to vote on a show of hands shall be in accordance with the listing requirements of the stock exchange.
(5) 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 each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.
(6) 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 each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the Central Depositories Act which is exempted from compliance with the provisions of Section 25A(1) of the Central Depositories Act.
(7) Where a member appoints more than one (1) proxy, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.
(8) The appointment of a proxy may be made in a hard copy form 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 General Meeting or adjourned General Meeting at which the person named in the appointment proposes to vote:
(i) In hard copy form
The proxy form must be deposited at the share registrar of the Company situated at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, or alternatively, drop-in box provided at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.
(ii) By electronic means via Vistra Share Registry and IPO (MY) portal (The Portal) at http://army.vistra.com. Please refer to the Administrative Guide for further information on electronic lodgement of proxy form.
(9) Any authority pursuant to which such an appointment is made by a power of attorney must be deposited at the share registrar of the Company situated at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, or alternatively, drop-in box provided at Unit G-3, Ground Floor, Vertical Podium, 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 General Meeting or adjourned General Meeting at which the person named in the appointment 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.
(10) Please ensure ALL the particulars as required in the proxy form are completed, signed and dated accordingly.
(11) Last date and time for lodging the proxy form is Tuesday, 2 June 2026 at 9.30 a.m.
(12) Please bring an ORIGINAL of the following identification papers (where applicable) and present it to the registration staff for verification:
a. Identity card (NRIC) (Malaysian), or
b. Police report (for loss of NRIC) / Temporary NRIC (Malaysian), or
c. Passport (Foreigner).
(13) For a corporate member who has appointed a representative instead of a proxy to attend this meeting, please bring the ORIGINAL certificate of appointment executed in the manner as stated in the proxy form if this has not been lodged at the Company's share registrar earlier.
(14) Pursuant to Rule 8.31A(1) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the resolution set out in the Notice of the Extraordinary General Meeting will be put to a vote by way of poll.