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INNITY CORPORATION BHD Proxy Solicitation & Information Statement 2026

May 17, 2026

70774_rns_2026-05-17_53eb39ae-3983-4c3b-99da-8835e84bb4bb.pdf

Proxy Solicitation & Information Statement

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INNITY CORPORATION BERHAD

(200701006554) (764555-D)

(Incorporated in Malaysia)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of the Company will 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., for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution:-

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 commence 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"

By Order of the Board

FONG SEAH LIH (MAICSA 7062297) / (SSM PC No. 202008000973)

THAM YIN TONG (MAICSA 7049718) / (SSM PC No. 202008001314)

Company Secretaries

Kuala Lumpur

19 May 2026

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 204(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 Victos Share Registry and IPO (MY) portal (The Portal) at http://srmy.victos.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 (NIRC) (Malaysian), or
b. Police report (for loss of NIRC) / Temporary NIRC (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.

Explanatory Note to the Agenda

Ordinary Resolution - Renewal of the Existing Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

The Company obtained a Shareholders' Mandate for Recurrent Related Party Transactions ("RRP?") at the Eighteenth Annual General Meeting ("AGM") held on 6 June 2025. Subsequently, the Company changed its financial year end from 31 December 2025 to 30 June 2026. Following this change, the Company now intends to hold its next AGM tentatively in December 2026.

To date, the actual value of the RRPТ entered into by the Company and its subsidiaries ("ICB Group") with Hakuhodo DY Holdings Inc. and its subsidiaries ("Hakuhodo Group"), involving the provision of advertising and publicity-related services, has exceeded the estimated value of RRPТ disclosed in the Circular to Shareholders dated 23 April 2025 by more than 10% ("the Increase"). In this regard, the Company has made the relevant announcements to Bursa Malaysia Securities Berhad ("Bursa Securities") in accordance with Rule 10.09(2)(e) of the ACE Market Listing Requirements of Bursa Securities ("ACE Market Listing Requirements"). The Increase was primarily attributable to higher demand for advertising and publicity-related services requested by the ICB Group's clients.

In view of the expected increase in the RRPТ with the Hakuhodo Group over the next few months and to ensure that such transactions may continue to be carried out in a timely manner in compliance with the ACE Market Listing Requirements, the Company proposes to convene an Extraordinary General Meeting in June 2026 to seek shareholders' approval for the renewal of the Shareholders' Mandate for RRPТ ("Shareholders' Mandate").

The Shareholders' Mandate, if obtained, shall remain in force until the conclusion of the forthcoming Nineteenth AGM, at which time the Company will seek shareholders' approval for its renewal.

The proposed ordinary resolution, if passed, will empower ICB Group to renew the existing authorisation to enter into RRPТ involving the interest of related parties, which are of a revenue or trading nature and are necessary for the Group's day-to-day operations, subject to such transactions being carried out in the ordinary business and on terms that are not detrimental to the minority shareholders of the Company.

Please refer to the Circular to Shareholders dated 19 May 2026 for further details.


INNITY CORPORATION BERHAD
[Registration No. 200701006554 (764555-D)]
(Incorporated in Malaysia)

ADMINISTRATIVE GUIDE FOR THE EXTRAORDINARY GENERAL MEETING ("EGM")

Date : Thursday, 4 June 2026
Time : 9.30 a.m.
Venue : Greens III Sports Wing, Jalan Club Tropicana, Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor Darul Ehsan

  1. REGISTRATION

The registration will open at 8.30 a.m. on Thursday, 4 June 2026 and will remain open until the conclusion of the EGM or such time as may be determined by the Chairman of the meeting.

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).

No person will be allowed to register on behalf of another person even with the original identity card or passport of that other person.

  1. ELIGIBILITY TO ATTEND BASED ON THE RECORD OF DEPOSITORS

Only a shareholder whose name appears on the Record of Depositor as at 26 May 2026 shall be entitled to attend or appoint proxy(ies) to attend and/or vote on his/her behalf.

  1. REFRESHMENT

Light refreshment will be provided.

  1. POLL VOTING

The voting at the 2026 EGM will be conducted by poll in accordance with Rule 8.31A of ACE Market Listing Requirements of Bursa Malaysia Securities Berhad. The Company has appointed Tricor Investor & Issuing House Services Sdn Bhd as Poll Administrator to conduct the poll and AscendServ Corporate Services Sdn Bhd as Scrutineers to verify the poll results.

  1. APPOINTMENT OF PROXY

A shareholder who is unable to attend the EGM on 4 June 2026 may appoint proxy and indicate the voting instructions in the proxy form.

Only members whose names appear on the Record of Depositors as at Tuesday, 26 May 2026 shall be eligible to attend, speak and vote at the EGM or appoint a proxy(ies) and/or the Chairman of the Meeting to attend and vote on his/her behalf. A member can appoint the Chairman of the Meeting as his/her proxy and indicate the voting instruction in the Proxy form.

  • If you wish to participate in the EGM yourself, please do not submit any proxy form for the EGM. You will not be allowed to participate in the EGM together with a proxy appointed by you.
  • Accordingly, proxy forms and/or documents relating to the appointment of proxy/corporate representative/attorney for the EGM whether in hard copy or by electronic means shall be deposited or submitted in the following manner not later than Tuesday, 2 June 2026 at 9.30 a.m.

(i) In Hard copy:

In the case of an appointment made in hard copy form, the proxy form must be deposited at the Share Registrar's office 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 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;


(ii) By Electronic form:

The procedures to submit your proxy form electronically via Vistra Share Registry and IPO (MY) portal ("The Portal") are summarised below:-

Procedure Action
i. Steps for Individual Shareholders
Register as a User at The Portal • Visit the website at https://srmy.vistra.com.
• Click "Register" and select "Individual Holder" and complete the New User Registration Form.
• For guidance, you may refer to the tutorial guide available on the homepage.
• Once registration is completed, you will receive an email notification to verify your registered email address.
• After verification, your registration will be reviewed and approved within one (1) working day. A confirmation email will be sent once approved.
• Once you receive the confirmation, activate your account by creating your password.

If you are an existing user with The Portal or our TIIH Online portal previously, you are not required to register again. |
| Proceed with submission of proxy form | • After the release of the Notice of Meeting by the Company, login with your email address and password.
• Select the corporate event: “INNITY EGM 2026”.
• Navigate to the 3 dots at the end of the corporate event and choose “SUBMISSION OF PROXY FORM”.
• Read and agree to the Terms and Conditions and confirm the Declaration.
• Indicate the total number of shares assigned to your proxy(s) to vote on your behalf.
• Appoint your proxy(ies) and insert the required details of your proxy(ies) or appoint the Chairman as your proxy.
• Indicate your voting instructions – FOR or AGAINST or ABSTAIN.
• Print the proxy form for your record. |
| ii. Steps for Corporation or Institutional Shareholders | |
| Register as a User at The Portal | • Visit the website at https://srmy.vistra.com.
• Click "Register" and select "Representative of Corporate Holder" and complete the New User Registration Form.
• Complete the registration form with your personal details.
• Once registration is completed, you will receive an email notification to verify your registered email address.
• After verification, your registration will be reviewed and approval within two (2) working days. A confirmation email will be sent once approved.
• Once you receive the confirmation, activate your account by creating your password.

Note: The representative of a corporation or institutional shareholder must register as a user in accordance with the above steps before he/she can subscribe to this corporate holder electronic proxy submission. Please contact Tricor if you need clarifications on the user registration. |
| Proceed with submission of proxy form | • Login to https://srmy.vistra.com with your email address and password.
• Select the corporate event: “INNITY EGM 2026”.
• Navigate to the icon ">" at the end of the corporate event.
• Read and agree to the Terms and Conditions and confirm the Declaration.
• Select the corporate holder’s name.
• Proceed to download the submission file.
• Prepare the file for the appointment of proxy(ies) by inserting the required data.
• Proceed to upload the duly completed proxy appointment file.
• Select “Confirm” to complete your submission.
• Print the confirmation report of your submission for your record. |


  1. NO RECORDING OR PHOTOGRAPHY

No recording or photography of the EGM proceedings is allowed without prior written permission of the Company.

  1. Shareholders are also reminded to monitor the Company's website and announcements for any changes to EGM arrangements.

  2. Should you require any assistance on the above, kindly contact Tricor Investor & Issuing House Services Sdn Bhd at 603-2783 9299 or [email protected]