AI assistant
PUC BERHAD Proxy Solicitation & Information Statement 2026
71329_rns_2026-06-10_8e598f34-0fb1-4daf-94b7-7a1e7d91dfa5.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
THIS CIRCULAR TO SHAREHOLDERS OF PUC BERHAD ("PUC" OR THE "COMPANY") 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 advisers immediately.
This Circular has been reviewed by Berjaya Securities Sdn Bhd (formerly known as Inter-Pacific Securities Sdn Bhd), being the Principal Adviser to PUC Berhad for the Proposed Share Capital Reduction (as defined herein).
Bursa Malaysia Securities Berhad 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.
PUC BERHAD
(Registration No. 199701036234 (451734-A))
(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED REDUCTION OF RM350,000,000 OF THE ISSUED SHARE CAPITAL OF THE COMPANY PURSUANT TO SECTION 117 OF THE COMPANIES ACT, 2016 ("PROPOSED SHARE CAPITAL REDUCTION")
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Principal Adviser
BERJAYA
Berjaya Securities
BERJAYA SECURITIES SDN BHD
(formerly known as Inter-Pacific Securities Sdn Bhd)
Registration No. 197201001092 (12738-U)
(A Participating Organisation of Bursa Malaysia Securities Berhad)
The Notice of the Extraordinary General Meeting of the Company ("EGM") to be held at Dewan Presiden, Kelab Golf Negara Subang, Jalan SS7/2, 47301 Petaling Jaya, Selangor on Tuesday, 14 July 2026 at 2.00 p.m., together with the Form of Proxy are enclosed in this Circular.
As a shareholder who is entitled to attend, participate and vote at the EGM, you are entitled to appoint a proxy or proxies to attend, participate, speak and vote on your behalf. The completed and signed Form of Proxy must be deposited at Company's Share Registrar, Mega Corporate Services Sdn Bhd at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia or submit via email to [email protected] or by electronic lodgement at https://www.equiti.my, not less than 48 hours before the time set for convening the EGM or at any adjournment thereof. The completion and lodging of the Form of Proxy shall not preclude you from attending and voting in person at the EGM should you subsequently wish to do so and in such an event, your Form of Proxy shall be deemed to have been revoked.
Last date and time for lodging the Form of Proxy : Sunday, 12 July 2026 at 2.00 p.m.
Date and time of the EGM : Tuesday, 14 July 2026 at 2.00 p.m.
This Circular is dated 11 June 2026
DEFINITIONS
Except where the context otherwise requires, the following definitions shall apply throughout this Circular:-
Act
- Companies Act 2016, as amended from time to time and any re-enactment thereof
Board
- Board of Directors of PUC
Berjaya Securities or the Principal Adviser
- Berjaya Securities Sdn Bhd (formerly known as Inter-Pacific Securities Sdn Bhd)
Bursa Securities
- Bursa Malaysia Securities Berhad
Circular
- This circular to shareholders of PUC dated 11 June 2026 in relation to the Proposed Share Capital Reduction
COVID-19
- Coronavirus disease 2019
Directors
- Directors of the Company, and shall have the meaning given in subsection 2(1) of the Capital Markets and Services Act 2007
EGM
- Extraordinary general meeting
EPS
- Earnings per Share
FPE
- Financial period ended
FYE
- Financial year ended / ending
GP
- Gross profit
LAT
- Loss after taxation
LBT
- Loss before taxation
Listing Requirements
- ACE Market Listing Requirements of Bursa Securities
LPD
- 11 May 2026, being the latest practicable date before the printing of this Circular
LPS
- Loss per Share
NA
- Net assets
PAT
- Profit after taxation
PUC or the Company
- PUC Berhad
PUC Group or Group
- Collectively, PUC and its subsidiaries
PUC Shares or Shares
- Ordinary shares in PUC
Proposed Share Capital Reduction
- Proposed reduction of the issued share capital of PUC pursuant to Section 117 of the Act
RM and sen
- Ringgit Malaysia and sen, respectively
Shareholders
- Shareholders of the Company
VWAP
- Volume-weighted average price
DEFINITIONS (CONT'D)
Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include corporations, unless otherwise specified. All references to "you" in this Circular are to the Shareholders.
Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise stated.
Certain statements in this Circular may be forward-looking in nature, which are subject to uncertainties and contingencies. Forward-looking statements may contain estimates and assumptions made by the Board after due enquiry, which are nevertheless subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in such forward-looking statements. In light of these and other uncertainties, the inclusion of a forward-looking statement in this Circular should not be regarded as a representation or warranty that the Company's plans and objectives will be achieved.
[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
TABLE OF CONTENTS
LETTER FROM THE BOARD TO THE SHAREHOLDERS OF PUC IN RELATION TO THE PROPOSED SHARE CAPITAL REDUCTION CONTAINING:-
PAGE
EXECUTIVE SUMMARY iv
- INTRODUCTION 1
- DETAILS OF THE PROPOSED SHARE CAPITAL REDUCTION 2
- RATIONALE FOR THE PROPOSED SHARE CAPITAL REDUCTION 4
- EFFECTS OF THE PROPOSED SHARE CAPITAL REDUCTION 5
- APPROVALS REQUIRED AND CONDITIONALITY 6
- INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF EXECUTIVE AND/OR PERSONS CONNECTED WITH THEM 6
- DIRECTORS' STATEMENT AND RECOMMENDATION 6
- ESTIMATED TIMEFRAME FOR COMPLETION 6
- CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION 7
- EGM 8
- FURTHER INFORMATION 8
APPENDIX I FURTHER INFORMATION 9
APPENDIX II HISTORICAL FINANCIAL INFORMATION 14
NOTICE OF EGM ENCLOSED
FORM OF PROXY FOR THE EGM ENCLOSED
EXECUTIVE SUMMARY
This Executive Summary highlights only the salient information of the Proposed Share Capital Reduction. Shareholders are advised to read and carefully consider the contents of this Circular in its entirety for further details and not to rely solely on this Executive Summary in forming a decision on the Proposed Share Capital Reduction before voting at the forthcoming EGM.
| Key information | Description | Reference to Circular |
|---|---|---|
| Summary of the Proposed Share Capital Reduction | The Proposed Share Capital Reduction entails the reduction of RM350.00 million of the issued share capital of the Company via the cancellation of part of its issued share capital which is substantially unrepresented by available assets pursuant to Section 117 of the Act. | Section 2 |
| Rationale for the Proposed Share Capital Reduction | The Proposed Share Capital Reduction will allow the Company and the Group to rationalise their financial positions by reducing their accumulated losses via cancellation of part of its issued share capital which is substantially unrepresented by available assets, to reflect more accurately the value of the underlying assets and financial position of the Company and the Group. |
In addition, the reduction of accumulated losses in the statements of financial position of the Company and the Group is expected to enhance their credibility with bankers, customers, suppliers, investors and other stakeholders through improved presentation of the Group's financial position with the reduction of the Company's and Group's accumulated losses.
Furthermore, the reduction of accumulated losses will also enhance the Group's ability to declare and pay dividends out of retained earnings in the future, as and when appropriate when the Group returns to profitability. In turn, this may present the Company as a better investment prospect in the eyes of potential investors, which would be useful if and when the Company embarks on future equity fund-raising exercises to fuel the Group's future growth. | Section 3 |
| Approvals required | The Proposed Share Capital Reduction is subject to the approval of the Shareholders at the forthcoming EGM. | Section 5.1 |
| Interests of Directors, major Shareholders, chief executive and/or persons connected with them | None of the Directors, major Shareholders, chief executive of the Company and/or persons connected with them has any interests, direct or indirect, in the Proposed Share Capital Reduction. | Section 6 |
| Board's recommendation | The Board recommends that you vote in favour of the resolution to give effect to the Proposed Share Capital Reduction at the forthcoming EGM. | Section 7 |
[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
PUC
PUC BERHAD
(Registration No. 199701036234 (451734-A))
(Incorporated in Malaysia)
Registered office:
Level 15-2
Bangunan Faber Imperial Court
Jalan Sultan Ismail
50250 Kuala Lumpur
Malaysia
11 June 2026
Board of Directors
Datuk Oh Chong Peng (Independent Non-Executive Chairman)
Cheong Chia Chou (Group Managing Director and Group Chief Executive Officer)
Liew Peng Chuen @ Liew Ah Choy (Non-Independent Non-Executive Director)
Raja Zafura Binti Raja Zain (Independent Non-Executive Director)
Fong Yew Meng (Independent Non-Executive Director)
Ng Say Beng (Non-Independent Non-Executive Director)
Ooi Kah Hoe (Independent Non-Executive Director)
Dato' Sri Ting Teck Sheng (Non-Independent Non-Executive Director)
Ng Yong Enn (Non-Independent Non-Executive Director)
Khoo Yen Lan (Independent Non-Executive Director)
To: The Shareholders of PUC
Dear Sir / Madam,
PROPOSED SHARE CAPITAL REDUCTION
1. INTRODUCTION
On 22 May 2026, Berjaya Securities had, on behalf of the Board, announced that the Company proposes to undertake the Proposed Share Capital Reduction.
Further details of the Proposed Share Capital Reduction are set out in ensuing sections of this Circular.
THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH RELEVANT INFORMATION ON THE PROPOSED SHARE CAPITAL REDUCTION AND TO SET OUT THE VIEWS AND RECOMMENDATION OF THE BOARD AS WELL AS TO SEEK YOUR APPROVAL FOR THE SPECIAL RESOLUTION PERTAINING TO THE PROPOSED SHARE CAPITAL REDUCTION WHICH WILL BE TABLED AT THE FORTHCOMING EGM OF THE COMPANY. THE NOTICE OF THE EGM AND THE FORM OF PROXY ARE ENCLOSED IN THIS CIRCULAR.
YOU ARE ADVISED TO READ AND CAREFULLY CONSIDER THE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDICES CONTAINED HEREIN BEFORE VOTING ON THE SPECIAL RESOLUTION TO GIVE EFFECT TO THE PROPOSED SHARE CAPITAL REDUCTION AT THE FORTHCOMING EGM.
2
2. DETAILS OF THE PROPOSED SHARE CAPITAL REDUCTION
The Proposed Share Capital Reduction entails the reduction of RM350.00 million of the issued share capital of the Company via the cancellation of part of its issued share capital which is substantially unrepresented by available assets pursuant to Section 117 of the Act.
The quantum of RM350.00 million was arrived at after taking into the consideration, amongst others, the Group's accumulated losses of RM331.22 million as at 31 December 2025, being the latest audited consolidated statements of financial position available when the Proposed Share Capital Reduction was approved by the Board.
The credit arising from the Proposed Share Capital Reduction shall be utilised to set off the accumulated losses of the Company as permitted by the relevant and applicable laws as well as the Listing Requirements and the Constitution of the Company. Any balance credit after elimination of the Company's accumulated losses will be credited to the retained earnings of the Company which shall be used in a manner to be determined by the Board at a later date and in the best interest of the Company as permitted by the relevant authorities and applicable laws as well as the Listing Requirements.
As at the LPD, the Company's issued share capital is RM467,511,997 comprising 3,048,010,710 Shares. The Company does not hold any treasury shares as at the LPD.
For avoidance of doubt, the Proposed Share Capital Reduction:-
(i) will not result in any adjustment to the reference share price of the Company;
(ii) will not give rise to any change in the total number of Shares held by the Shareholders; and
(iii) will not result in any payment to the Shareholders as well as any cash outflow or change in the NA of the Group, save for the estimated expenses to be incurred in relation to the Proposed Share Capital Reduction.
For illustrative purposes, the pro forma effects of the Proposed Share Capital Reduction on the accumulated losses of the Company and the Group based on the latest audited financial statements for the 18-month FPE 31 December 2025 are as follows:-
| Audited as at 31 December 2025 | ||
|---|---|---|
| Company | Group | |
| RM'000 | RM'000 | |
| Accumulated losses | (413,873) | (331,215) |
| Add:- | ||
| Credit arising from the Proposed Share Capital Reduction | 350,000 | 350,000 |
| Resultant (accumulated losses) / retained earnings | (63,873) | 18,785 |
The accumulated losses of the Company and the Group had built up over the years as a result of the continuous net losses incurred by their business operations, which were primarily driven by the administrative and selling expenses that has exceeded the Group's revenue over the last 5 financial years.
For the FYE 31 December 2021, the Group recorded revenue of RM23.27 million, while the administrative and selling expenses stood at RM54.15 million, which represented approximately 232.67% of the total revenue. These administrative and selling expenses were mainly attributable to the staff cost of RM10.62 million, the marketing expenses of RM7.91 million, as well as the amortisation of software development expenditure and intangible assets of RM13.74 million.
For the FYE 31 December 2022, the Group recorded revenue of RM19.25 million, while the administrative and selling expenses stood at RM44.44 million, which represented approximately 230.90% of the total revenue. These administrative and selling expenses were mainly attributable to the staff cost of RM8.92 million, the marketing expenses of RM4.89 million, as well as the amortisation of software development expenditure and intangible assets of RM14.52 million.
In the subsequent 18-month FPE 30 June 2024, the Group recorded an annualised revenue of RM18.03 million, which was lower than the previous financial year, but the Group incurred higher administrative and selling expenses which stood at an annualised figure of RM49.86 million as compared to the previous financial year of RM44.44 million. This has in turn resulted in an annualised LAT of RM43.77 million which was mainly due to the impairment loss on investment in associates amounting to RM30.87 million in the 18-month FPE 30 June 2024.
Although the Group's revenue increased in the 18-month FPE 31 December 2025, the administrative and selling expenses incurred by the Group during the period amounting to RM76.94 million continued to weigh on the profitability of the Group, which was mainly due to the impairment loss on software development expenditure of RM22.70 million, staff cost of RM13.71 million as well as the marketing expenses of RM12.15 million in the 18-month FPE 31 December 2025.
Further details and commentaries on the historical financial information of the Group are set out in Appendix II of this Circular.
Notwithstanding the above, the Group has undertaken and will continue to undertake various plans / actions to address the financial concerns of the Group, strengthen the Group's financial position and improve its profitability, including the following:
(a) Rationalisation of non-performing assets and investments
The Group has undertaken impairment assessments and rationalisation exercises on underperforming investments, subsidiaries and assets. As part of ongoing operational rationalisation, the Group had initiated striking-off applications for several dormant or non-core subsidiaries, amongst others, Presto Power Sdn Bhd, Presto Q-Commerce Sdn Bhd and RHM International Ltd to streamline its corporate structure. As at the LPD, the striking-off process is still ongoing and has not been completed. Upon completion, the subsidiaries will cease to be a member of the Group and the Group's future financial performance is expected to better reflect the underlying operating performance of its core businesses.
(b) Enhancement of operational performance
The Group continues to implement measures, including optimising workforce deployment and resource utilisation across its various business segments, with the aim of improving operational efficiency and enhancing profitability.
(c) Improvement of credit control management
The Group has strengthened its credit assessment and collection procedures through stricter customer credit evaluations, the implementation of credit limits, regular monitoring of receivable ageing, timely follow-up on overdue balances, and enhanced collection efforts to improve receivable recoverability and minimise future impairment losses on trade and other receivables.
(d) Strengthening revenue generation
The Group will continue to pursue business opportunities, expand its customer base and enhance its product and service offerings to drive sustainable revenue growth and improve earnings contribution.
The Group will also continually assess the viability and suitability of other investment and business opportunities to potentially reduce its reliance on its existing core businesses. In this regard, the Company may undertake future fund-raising exercises to pursue such opportunities, if required.
(e) Prudent financial management
The Group will continue to maintain prudent financial management practices including regular monitoring of investment performance, cash flow management and capital allocation to support its long-term growth objectives.
Under Section 117 of the Act, the Company may reduce its share capital by passing a special resolution. Within 7 days from the date of the special resolution, the Company is required to notify the Director General of the Inland Revenue Board of Malaysia and the Registrar of Companies of the said special resolution, as well as to advertise a notice of the Proposed Share Capital Reduction in widely circulated national language and English newspapers.
Pursuant to Section 117(4) of the Act, the Company does not need to meet the solvency requirements, as the Proposed Share Capital Reduction is undertaken solely by way of cancellation of the paid-up share capital which is lost or unrepresented by available assets.
If no application for cancellation of the special resolution is made under Section 118(2) of the Act or the Proposed Share Capital Reduction to take effect, the Company shall lodge with the Registrar of Companies, after the end of 6 weeks and before the end of 8 weeks from the date of the special resolution, the relevant documents as prescribed in accordance with Section 119(1) of the Act.
Pursuant to Section 119(3) of the Act, the Proposed Share Capital Reduction will become effective when the Registrar of Companies has recorded the information lodged in the appropriate register. An immediate announcement will be made with regards to the effective date of the Proposed Share Capital Reduction.
- RATIONALE FOR THE PROPOSED SHARE CAPITAL REDUCTION
The Proposed Share Capital Reduction will allow the Company and the Group to rationalise their financial positions by reducing their accumulated losses via cancellation of part of its issued share capital which is substantially unrepresented by available assets, to reflect more accurately the value of the underlying assets and financial position of the Company and the Group.
In addition, the reduction of accumulated losses in the statements of financial position of the Company and the Group is expected to enhance their credibility with bankers, customers, suppliers, investors and other stakeholders through improved presentation of the Group's financial position with the reduction of the Company's and Group's accumulated losses.
Furthermore, the reduction of accumulated losses will also enhance the Group's ability to declare and pay dividends out of retained earnings in the future, as and when appropriate when the Group returns to profitability. In turn, this may present the Company as a better investment prospect in the eyes of potential investors, which would be useful if and when the Company embarks on future equity fund-raising exercises to fuel the Group's future growth.
5
4. EFFECTS OF THE PROPOSED SHARE CAPITAL REDUCTION
4.1 Group structure and substantial shareholders' shareholding
The Proposed Share Capital Reduction will not have any effect on the Company's group structure and substantial shareholders' shareholdings in the Company as the Proposed Share Capital Reduction does not involve any issuance of new Shares by the Company.
4.2 Issued share capital
The pro forma effects of the Proposed Share Capital Reduction on the issued share capital of the Company are as follows:
| No. of Shares '000 | Share capital RM'000 | |
|---|---|---|
| Issued share capital as at the LPD | 3,048,011 | 467,512 |
| Reduction of issued share capital arising from the Proposed Share Capital Reduction | - | (350,000) |
| Issued share capital after the Proposed Share Capital Reduction | 3,048,011 | 117,512 |
4.3 NA and gearing
The pro forma effects of the Proposed Share Capital Reduction on the NA and gearing of the Group are as follows:
| Audited as at 31 December 2025 RM'000 | (I) After the Proposed Share Capital Reduction RM'000 | |
|---|---|---|
| Share capital | 467,512 | 117,512 |
| Other reserves | 1,869 | 1,869 |
| Foreign currency translation reserve | 139 | 139 |
| Reserve acquisition debit | (36,809) | (36,809) |
| Fair value reserve | 17,518 | 17,518 |
| Accumulated losses | (331,215) | (1)18,597 |
| Shareholders equity / NA | 119,014 | 118,826 |
| Non-controlling interests | (88) | (88) |
| Total equity | 118,926 | 118,738 |
| No. of Shares ('000) | 3,048,011 | 3,048,011 |
| NA per Share (RM) | 0.04 | 0.04 |
| Total borrowings (RM'000) | 17,282 | 17,282 |
| Gearing ratio (times) | 0.15 | 0.15 |
Note:-
(1) After accounting for the estimated expenses incidental to the Proposed Share Capital Reduction of RM0.19 million.
4.4 Earnings and EPS
The Proposed Share Capital Reduction will not have a material impact on the earnings and EPS of the Group for the FYE 31 December 2026.
6
4.5 Convertible securities
The Company does not have any outstanding convertible securities as at the LPD.
- APPROVALS REQUIRED AND CONDITIONALITY
5.1 Approvals required
The Proposed Share Capital Reduction is subject to the approval of the Shareholders being obtained at the forthcoming EGM.
For avoidance of doubt, the Proposed Share Capital Reduction is not subject to the approval of the High Court, pursuant to Section 117 of the Act.
5.2 Conditionality
The Proposed Share Capital Reduction is not conditional upon any other corporate exercise undertaken or to be undertaken by the Company.
- INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF EXECUTIVE AND/OR PERSONS CONNECTED WITH THEM
None of the Directors, major Shareholders, chief executive of the Company and/or persons connected with them has any interests, direct or indirect, in the Proposed Share Capital Reduction.
- DIRECTORS' STATEMENT AND RECOMMENDATION
The Board, after having considered all aspects of the Proposed Share Capital Reduction including but not limited to the rationale and effects of the Proposed Share Capital Reduction, is of the opinion that the Proposed Share Capital Reduction is in the best interests of the Company.
Accordingly, the Board recommends that you vote in favour of the special resolution pertaining to the Proposed Share Capital Reduction to be tabled at the forthcoming EGM.
- ESTIMATED TIMEFRAME FOR COMPLETION
Subject to all relevant approvals being obtained, the Proposed Share Capital Reduction is expected to be completed by the fourth quarter of 2026.
The tentative timetable for the Proposed Share Capital Reduction is as follows:-
| Date | Events |
|---|---|
| 14 July 2026 | • EGM for the Proposed Share Capital Reduction |
| September 2026 | • Submission and lodgement of documents to the Registrar of Companies for the Proposed Share Capital Reduction |
| • Completion of the Proposed Share Capital Reduction | |
| October 2026 | • Effective date of the Proposed Share Capital Reduction |
- CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION
Save for the following and the Proposed Share Capital Reduction, there are no other corporate exercises which have been announced by the Company but are pending completion before the date of this Circular:-
(i) The Company had, on 12 January 2026, announced that it proposes to undertake the establishment of a new employees' share scheme comprising an employees' share option scheme and a share grant scheme, of up to 30% of the total number of issued shares of PUC (excluding treasury shares, if any) at any point in time during the tenure of the employees' share scheme ("Proposed ESS").
The Company has obtained the approval from its Shareholders on the Proposed ESS during the EGM held on 25 March 2026. As at the LPD, the Proposed ESS has yet to be implemented.
(ii) The Company had, on 27 December 2024, announced that Pictureworks International Holdings Limited ("PWIH"), which was previously an associate of the Company and is presently an investee company of PUC in which PUC holds approximately 13.76% equity interest, had on 26 December 2024 made a public filing of Form F-1 with the United States Securities and Exchange Commission for its proposed listing on Nasdaq, a leading global stock market exchange based in New York City.
As at the LPD, PWIH is in the process of fulfilling the necessary regulatory requirements for the listing, which is subject to the approval of the relevant authorities and compliance with all applicable regulations.
(iii) The Company, had on 20 May 2026, announced that G Universe Sdn Bhd, a 60%-owned subsidiary of PUC, had on 20 May 2026 entered into a share sale agreement with Robinhood Ventures Sdn Bhd for the acquisition of the entire equity interest in GenieX Lab Sdn Bhd for a total cash consideration of RM1,000,000 ("Proposed Acquisition").
As at 4 June 2026, the Proposed Acquisition has yet to be completed.
(iv) The Company, had on 4 June 2026, announced that it had on 4 June 2026 entered into a binding term sheet with Tham Lih Chung for the proposed disposal of the entire equity interest in PUC Capital Sdn Bhd, a wholly-owned subsidiary of PUC Berhad, for a disposal consideration comprising (a) nominal cash consideration of RM1.00, (b) release and discharge of the Group's intercompany payables owing to PUC Capital Sdn Bhd amounting to RM680,000, as well as (c) the novation of the Group's intercompany payables to PUC Capital Sdn Bhd amounting to RM4.43 million, whereby such liabilities will be assumed by and become payable by Cheong Chia Chou to PUC Capital Sdn Bhd ("Proposed Disposal").
As at 4 June 2026, the Proposed Disposal has yet to be completed.
[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
8
- EGM
The EGM, the notice of which is enclosed with this Circular, will be held at Dewan Presiden, Kelab Golf Negara Subang, Jalan SS7/2, 47301 Petaling Jaya, Selangor on Tuesday, 14 July 2026 at 2.00 p.m., for the purpose of considering and, if thought fit, passing the special resolution, with or without any modifications, to give effect to the Proposed Share Capital Reduction.
If you are unable to attend and vote in person at the EGM, you may appoint a proxy to attend and vote on your behalf by completing, signing and returning the enclosed Form of Proxy in accordance with the instructions contained therein as soon as possible, so as to arrive at the Registered Office of the Company at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia or submit via email to [email protected] or by electronic lodgement at https://www.equiti.my not less than 48 hours before the time set for holding the EGM or any adjournment thereof. The completion and lodgement of the Form of Proxy shall not preclude you from attending and voting in person at the EGM should you subsequently wish to do so and in such an event, your Form of Proxy shall be deemed to have been revoked.
- FURTHER INFORMATION
Please refer to the attached appendices for further information.
Yours faithfully,
For and on behalf of the Board of
PUC BERHAD
CHEONG CHIA CHOU
Group Managing Director and Group Chief Executive Officer
APPENDIX I - FURTHER INFORMATION
- DIRECTORS' RESPONSIBILITY STATEMENT
This Circular has been seen and approved by the Board and the Directors collectively and individually accept full responsibility for the completeness and accuracy of the information contained 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 or information contained in this Circular, or other facts and information, the omission of which would make any statement in this Circular false or misleading.
- CONSENT AND CONFLICT OF INTEREST
Berjaya Securities, being the Principal Adviser for the Proposed Share Capital Reduction, has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name and all references thereto in the form and context in which they appear in this Circular.
Berjaya Securities confirms that there is no conflict of interest which exist or is likely to exist in relation to its role as the Principal Adviser for the Proposed Share Capital Reduction.
- HISTORICAL SHARE PRICES
The monthly highest and lowest market prices of the Shares as transacted on Bursa Securities for the past 12 months preceding the date of this Circular are as follows:-
| High | Low | |
|---|---|---|
| RM | RM | |
| 2025 | ||
| June | 0.035 | 0.010 |
| July | 0.025 | 0.015 |
| August | 0.025 | 0.020 |
| September | 0.025 | 0.020 |
| October | 0.025 | 0.020 |
| November | 0.030 | 0.020 |
| December | 0.025 | 0.015 |
| 2026 | ||
| January | 0.020 | 0.015 |
| February | 0.020 | 0.015 |
| March | 0.020 | 0.010 |
| April | 0.020 | 0.010 |
| May | 0.035 | 0.010 |
| Last transacted market price of the Shares on 21 May 2026, being the last trading day immediately before the announcement of the Proposed Share Capital Reduction on 22 May 2026 (RM) | 0.025 | |
| Last transacted market price of the Shares as at the LPD (RM) | 0.020 |
(Source: Bloomberg)
- MATERIAL COMMITMENTS AND CONTINGENT LIABILITIES
4.1 Material commitments
As at the LPD, the Board confirmed that there are no material commitments incurred or known to be incurred by the Group which, upon becoming due or enforceable, may have a material impact on the financial results or position of the Group.
APPENDIX I - FURTHER INFORMATION (CONT'D)
4.2 Contingent liabilities
Save as disclosed below, as at the LPD, the Board confirmed that there are no contingent liabilities incurred or known to be incurred by the Group which, upon becoming due or enforceable, may have a material impact on the financial results or position of the Group:-
| RM'000 | |
|---|---|
| Secured: | |
| Corporate guarantee issued by the Company in favour of Public Bank Berhad to secure facilities granted to PUC Capital Sdn Bhd, a wholly-owned subsidiary of the Company ("PCSB") | 2,700 |
| Corporate guarantee issued by the Company in favour of Lau Pak Lam to secure the payment of redemption sum by PCSB to redeem the redeemable preference shares ("RPS") in PCSB that are subscribed by Lau Pak Lam | (1)1,000 |
| Corporate guarantee issued by the Company in favour of VINS Lim Network to secure the payment of loan facilities granted to PCSB | (2)1,700 |
| Corporate guarantee issued by the Company in favour of Sino Malayan Enterprise Sdn Bhd to secure the payment of loan facility granted to PCSB | (2)1,000 |
| Corporate guarantee issued by the Company in favour of Liew Fook Meng to secure the payment of redemption sum by PCSB to redeem the RPS in PCSB that are subscribed by Liew Fook Meng | (1)1,000 |
| Corporate guarantee issued by the Company in favour of Cheng Hao Sen to secure the payment of redemption sum by Presto Credit Sdn Bhd to redeem the RPS in Presto Credit Sdn Bhd that are subscribed by Cheng Hao Sen | (1)1,500 |
| Corporate guarantee issued by the Company in favour of Unity Trust Berhad to secure the payment of redemption sum by PCSB to redeem the RPS in PCSB that are subscribed by Unity Trust Berhad | (1)5,293 |
| Corporate guarantee issued by the Company in favour of Graystone Capital Advisors Ltd to secure the payment of redemption sum by PCSB to redeem the RPS in PCSB that are subscribed by Graystone Capital Advisors Ltd | (1)500 |
| Corporate guarantee issued by the Company in favour of Poh Chee Keong to secure the payment of redemption sum by Presto Credit Sdn Bhd to redeem the RPS in Presto Credit Sdn Bhd that are subscribed by Poh Chee Keong | (1)200 |
Notes:-
(1) This refers to the redemption price of the RPS under the subscription agreement(s), excluding the amount of any unpaid dividend (including undeclared and cumulative dividend of any year) during the tenure of the subscription agreement(s).
(2) This refers to the aggregate amount of the principal sum of multiple loan facilities granted to PCSB, exclusive of interests, costs and incidental expenses.
APPENDIX I - FURTHER INFORMATION (CONT'D)
5. MATERIAL CONTRACTS
As at the LPD, save as disclosed below, the Group has not entered into any material contracts (not being contracts entered into in the ordinary course of business) within 2 years immediately preceding the date of this Circular:-
(i) heads of agreement dated 10 June 2024(1) between PUC, Eatcosys Sdn Bhd and Tham Lih Chung for the proposed acquisition of the entire equity interest of Alevate Capital Sdn Bhd (formerly known as PNC Loan Sdn Bhd) and Alevate Solutions Sdn Bhd by PUC from Eatcosys Sdn Bhd and Tham Lih Chung for an indicative total purchase consideration of RM200.00 million, to be satisfied via a combination of cash and issuance of ordinary shares in PUC;
Note:-
(1) This agreement has been terminated.
(ii) sale and purchase agreement dated 30 June 2024 between Presto Technology Sdn Bhd, a wholly-owned subsidiary of the Company ("PTSB"), and G Solution Tech Sdn Bhd for the disposal of software and intellectual properties, including all patents, copyrights, trade secrets and other intellectual property rights by PTSB to G Solution Tech Sdn Bhd for a consideration of RM22.00 million, to be satisfied entirely in cash;
(iii) share sale agreement dated 11 September 2024 between PUC and Huanming Tang for the disposal of 1,177 ordinary shares in NKL360 Malaysia Sdn Bhd by PUC to Huanming Tang for a consideration of approximately RM11.67 million, to be satisfied entirely in cash;
(iv) sale and purchase agreement dated 11 October 2024 between PTSB and Grenapps Solutions Sdn Bhd for the disposal of software and intellectual properties including all patents, copyrights, trade secrets and other intellectual property rights by PTSB to Grenapps Solutions Sdn Bhd for a consideration of RM19.50 million, to be satisfied entirely in cash;
(v) shares sale agreement dated 17 December 2024(1) between PUC and Tham Lih Chung for the proposed acquisition of the entire equity interest of Alevate Solutions Sdn Bhd by PUC from Tham Lih Chung at a purchase consideration of RM100.00 million, to be satisfied via the issuance of 800,000,000 new ordinary shares in PUC at an issue price of RM0.125 per Share;
Note:-
(1) This agreement has been terminated.
(vi) shareholders agreement dated 27 October 2025 and addendum dated 27 January 2026 entered into between PUC, Hackbox Pte Ltd and Tan Swee Wan to govern their relationship as shareholders of SecuriX Technology Sdn Bhd;
(vii) share sale agreement dated 31 December 2025 between PUC and MacOS Limited for the disposal of 3,038,040 ordinary shares in PWIH by PUC to MacOS Limited for a purchase consideration of RM30.00 million, to be satisfied entirely in cash;
(viii) deed of assignment dated 31 December 2025 between PTSB as the assignor and PUC as the assignee, for the assignment of PTSB's rights, titles, benefits and interests in relation to the receivable amounting to RM1,802,047.80 owing by Presto Mall Sdn Bhd ("PMSB") to PTSB, on an intra-group basis and at the equivalent value of the receivable assigned;
(ix) receivables sale and assignment agreement dated 31 December 2025 between PUC and Joseph Investment Holdings Limited for the assignment and sale of PUC's receivables amounting to RM19,754,907.01 owing by PMSB, to Joseph Investment Holdings Limited for a purchase consideration of RM16.00 million; and
APPENDIX I - FURTHER INFORMATION (CONT'D)
(x) binding term sheet dated 4 June 2026 between PUC and Tham Lih Chung for the proposed disposal of the entire equity interest in PUC Capital Sdn Bhd, a wholly-owned subsidiary of PUC Berhad, for a disposal consideration comprising (a) nominal cash consideration of RM1.00, (b) release and discharge of the Group's intercompany payables owing to PUC Capital Sdn Bhd amounting to RM680,000, as well as (c) the novation of the Group's intercompany payables to PUC Capital Sdn Bhd amounting to RM4.43 million, whereby such liabilities will be assumed by and become payable by Cheong Chia Chou to PUC Capital Sdn Bhd.
6. MATERIAL LITIGATION
Save as disclosed below, as at the LPD, the Board confirmed that neither the Company nor its subsidiaries are engaged in any material litigation, claim or arbitration, either as plaintiff or defendant, which has or would have a material and adverse effect on the financial position or business of the Company and/or its subsidiaries and the Board confirmed that there are no proceedings pending or threatened against the Company and/or its subsidiaries or of any facts likely to give rise to any proceedings which might materially and adversely affect the financial position or business of the Company and/or its subsidiaries:-
(i) Shah Alam High Court Civil Suit No. BA-22NCvC-456-10/2023 ("Celcom Suit")
This is a civil proceeding commenced by Celcom Mobile Sdn Bhd ("Celcom") against PMSB, an associate of the Company, to claim for a sum of RM4,702,107.06. This proceeding was stayed via a court order on 29 March 2024 by the High Court of Malaya at Shah Alam ("High Court") in accordance with Section 10(1) of the Arbitration Act 2005 ("Stay Order"). PMSB has received a Notice of Arbitration dated 22 October 2024 from Messrs. Shearn Delamore & Co. ("SDC"), solicitors for Celcom, and a letter dated 7 January 2025 from SDC to Asia International Arbitration Centre (Malaysia) ("AIAC") requesting AIAC to appoint a single arbitrator for the arbitration ("Request Letter"). AIAC has replied to the Request Letter on 8 January 2025, suggesting the parties to consider referring the matter for arbitration under the AIAC Arbitration Rules 2023, and requesting payment to be made by 13 January 2025 to AIAC for the purposes of an ad hoc appointment of an arbitrator. PMSB has received a letter dated 18 April 2025 from SDC to the AIAC, whereby SDC has made another request to the AIAC for an ad hoc appointment of a sole arbitrator under the Arbitration Act 2005. AIAC has vide a letter dated 17 June 2025 appointed Mr. Ragunath a/l A.Kesavan ("Previous Arbitrator") as the sole arbitrator for the arbitration proceeding.
PMSB has received a letter dated 25 July 2025 from SDC to AIAC requesting the appointment of a substitute arbitrator as the Previous Arbitrator has withdrawn his acceptance to act as the arbitrator. PMSB has received a letter dated 19 September 2025 from SDC to Tunku Farik bin Tunku Ismail being the substitute arbitrator ("Substitute Arbitrator") to inform, amongst others, that Celcom is agreeable to the terms of appointment of the Substitute Arbitrator and is prepared to pay its portion of the security deposit subject to PMSB's confirmation and agreement to the appointment, and that Celcom will apply to the High Court to lift the Stay Order if PMSB fails to respond to the terms of appointment and/or pay the fees of the Substitute Arbitrator.
On 3 December 2025, the Stay Order was set aside by the High Court and PMSB was ordered to pay costs of RM5,000 and allocatur fees of RM200, and to file its defense in the Celcom Suit. The High Court granted a judgment in default against PMSB in favour of Celcom on 24 December 2025, ordering PMSB to pay the principal amount of RM4,702,107.06 together with interests and costs ("JID"). SDC has vide an email dated 7 January 2026 informed the Substitute Arbitrator of the setting aside of the Stay Order and accordingly, Celcom's intention to terminate the arbitration. SDC has later vide a letter dated 15 January 2026 served a sealed copy of the JID on PMSB and demanded settlement of the judgment sum. On 12 February 2026, SDC has served a statutory demand pursuant to Sections 465(1)(e), 466(1)(a) and 466(2) of the Act on PMSB. On 18 March 2026, SDC served on PMSB a winding up petition dated 16 March 2026, filed in the High Court of Malaya at Kuala Lumpur to wind up PMSB pursuant to
APPENDIX I - FURTHER INFORMATION (CONT'D)
Section 465(1)(3) of the Act ("Winding Up Petition"). The hearing of the Winding Up Petition is scheduled on 21 May 2026. Based on results of search conducted on the Court e-Filing System Malaysia, a winding-up order had been granted by the High Court of Malaya at Kuala Lumpur on 21 May 2026. However, the winding-up order has yet to be served on PMSB as at 8 June 2026.
As at the 8 June 2026, save as disclosed above, PMSB has not received any further notice or letter from SDC, AIAC, the Substitute Arbitrator or Celcom on related matters to the arbitration proceeding, the Celcom Suit or the Winding Up Petition.
The Company has fully impaired all investments made in PMSB and had entered into a share sale agreement to dispose the Company's shareholding in PMSB to a third party on 1 November 2025, of which the transaction has been completed as at the LPD. Hence, the Board is of the opinion that the Company is not expected to be materially and adversely affected by the outcome of the Celcom Suit.
7. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents are available for inspection at the registered office of the Company at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250, Kuala Lumpur, Malaysia during normal business hours from Monday to Friday (except public holidays) following the date of this Circular up to and including the date of the forthcoming EGM:-
(i) Constitution of the Company;
(ii) audited consolidated financial statements of the Company for the FYE 31 December 2022, 18-month FPE 30 June 2024 and 18-month FPE 31 December 2025 as well as the latest unaudited consolidated financial statements of the Company for the 3-month FPE 31 March 2026;
(iii) the material contracts as referred to in Section 5 of this Appendix I;
(iv) letter of consent and conflict of interest referred to in Section 2 of this Appendix I; and
(v) relevant cause papers in respect of the material litigation referred to in Section 6 of this Appendix I.
[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
APPENDIX II - HISTORICAL FINANCIAL INFORMATION
The summary historical financial information of the Group is as follows:-
| Audited | Unaudited | |||||
|---|---|---|---|---|---|---|
| FYE 31December 2020 | FYE 31December 2021 | FYE 31December 2022 | 18-month FPE30 June 2024(1) | 18-month FPE31 December2025(2) | 3-month FPE 31March 2026 | |
| (RM'000) | (RM'000) | (RM'000) | (RM'000) | (RM'000) | (RM'000) | |
| Revenue | 8,601 | 23,274 | 19,245 | 27,049 | 74,441 | 6,585 |
| Cost of sales | (5,684) | (20,652) | (17,704) | (22,490) | (56,134) | (1,919) |
| GP | 2,917 | 2,622 | 1,541 | 4,559 | 18,307 | 4,666 |
| Other income | 2,380 | 1,227 | 6,412 | 12,867 | 13,158 | (12) |
| Administrative and selling expenses | (60,025) | (54,151) | (44,437) | (74,787) | (76,942) | (6,069) |
| Amortisation of intangible assets | (1,369) | (3,985) | (2,010) | (799) | (606) | - |
| Net loss on impairment of financial instruments | (11,129) | (1,930) | (10,816) | (2,034) | (2,132) | - |
| Loss from operations | (67,226) | (56,217) | (49,310) | (60,193) | (48,216) | (1,415) |
| Finance cost | (2,140) | (1,170) | (128) | (1,856) | (948) | (508) |
| Share of result of associates, net of tax | (5,271) | (4,921) | (4,051) | (3,392) | (2,418) | - |
| Share of results of joint venture companies, net of tax | - | - | (45) | (151) | 32 | - |
| LBT | (74,637) | (62,308) | (53,534) | (65,592) | (51,550) | (1,923) |
| Taxation | (62) | (122) | (29) | (63) | (70) | (1) |
| Loss from continuing operations, net of tax | (74,699) | (62,430) | (53,563) | (65,655) | (51,619) | (1,924) |
| Profit from discontinued operations, net of tax | 80 | - | - | - | - | - |
| LAT | (74,619) | (62,430) | (53,563) | (65,655) | (51,619) | (1,924) |
| Loss attributable to: | ||||||
| - Owner of the Company | (74,619) | (62,430) | (53,563) | (65,650) | (51,534) | (1,924) |
| - Non-controlling interests | - | - | - | (5) | (86) | - |
| (74,619) | (62,430) | (53,563) | (65,655) | (51,619) | (1,924) | |
| Weighted average no. of Shares in issue ('000) | 869,470 | 1,067,356 | 1,604,071 | 2,098,074 | 2,854,385 | 3,048,011 |
| Basic LPS (sen) | (8.59) | (5.85) | (3.34) | (3.13) | (1.81) | (0.06) |
| Diluted LPS (sen) | (8.59) | (5.85) | (3.34) | (3.13) | (1.81) | (0.06) |
Notes:-
(1) The Company changed its financial year end from 31 December to 30 June. Therefore, the financial period covered is for a period of 18 months from 1 January 2023 to 30 June 2024.
(2) The Company changed its financial year end from 30 June to 31 December. Therefore, the financial period covered is for a period of 18 months from 1 July 2024 to 31 December 2025.
APPENDIX II – HISTORICAL FINANCIAL INFORMATION (CONT'D)
(i) 18-month FPE 31 December 2025 vs 18-month FPE 30 June 2024
The Group's revenue for the 18-month FPE 31 December 2025 increased by RM47.39 million or 175.21% as compared to the previous 18-month FPE 30 June 2024. The higher revenue was mainly due to the increase in the revenue contribution from the Presto digital platform business which consists of e-commerce, electronic money, payment services and technology businesses ("Presto Segment") as the revenue from the loyalty redemption business has gained traction since September 2024.
In line with the increase in revenue, the Group recorded a higher GP of RM18.31 million (GP margin of 24.59%) for the 18-month FPE 31 December 2025 as compared to a GP of RM4.56 million (GP margin of 16.85%) in the previous 18-month FPE 30 June 2024, representing an increase of RM13.75 million or 301.56%. The higher GP and GP margin was mainly due to higher contribution from the Presto Segment.
In line with the higher GP and higher revenue, the Group recorded a lower LAT of RM51.62 million for the 18-month FPE 31 December 2025 as compared to a LAT of RM65.66 million in the previous 18-month FPE 30 June 2024, representing a decrease in LAT of RM14.04 million or 21.38%. Apart from the higher GP, the lower LAT was mainly attributable to the following:
(a) absence of impairment loss on investment in associates in the 18-month FPE 31 December 2025 (18-month FPE 30 June 2024: RM30.87 million); and
(b) gain on disposal of an associate of the Company, Pictureworks International Holdings Limited, amounting to RM17.04 million.
The decrease in LAT was offset by the one-off impairment loss on software development expenditure of RM22.70 million and higher impairment loss on other receivables of RM12.04 million in the 18-month FPE 31 December 2025 (18-month FPE 30 June 2024: RM0.24 million).
(ii) 18-month FPE 30 June 2024 vs FYE 31 December 2022
The Group's revenue for the 18-month FPE 30 June 2024 decreased by RM1.21 million or 6.30% on an annualised basis as compared to the previous FYE 31 December 2022 (the annualised revenue for 18-month FPE 30 June 2024 was RM18.03 million). The lower revenue was mainly due to lower contribution from the media and advertising business as well as the digital imaging business ("OmniChannel Segment") as a result of the shift in business focus from regional media to local media, where transaction value is generally smaller compared to regional media activities.
Despite the decrease in revenue, the Group recorded a higher annualised GP of RM3.04 million (GP margin of 16.85%) for the 18-month FPE 30 June 2024 as compared to a GP of RM1.54 million (GP margin of 8.01%) in the previous FYE 31 December 2022, representing an increase of RM1.50 million or 97.23%. The higher GP and higher GP margin was mainly due to higher contribution from the Presto Segment.
APPENDIX II – HISTORICAL FINANCIAL INFORMATION (CONT'D)
In line with the higher GP, the Group recorded a lower annualised LAT of RM43.77 million in the 18-month FPE 30 June 2024 as compared to a LAT of RM53.56 million in the previous FYE 31 December 2022, representing a decrease in LAT of RM9.79 million or 18.28%. Apart from the higher GP, the lower LAT was mainly contributed by the reversal of provision for doubtful debt of RM11.99 million (FYE 31 December 2022: RM0.23 million) and lower impairment loss on trade receivables of RM4.18 million (FYE 31 December 2022: RM9.41 million).
(iii) FYE 31 December 2022 vs FYE 31 December 2021
The Group's revenue for FYE 31 December 2022 decreased by RM4.03 million or 17.31% to RM19.25 million as compared to the previous financial year of RM23.27 million. The lower revenue was mainly due to lower contribution from the OmniChannel Segment as a result of the shift in business focus from regional media to local media, where transaction value is generally smaller compared to regional media activities.
In line with the lower revenue, the Group recorded a lower GP of RM1.54 million (GP margin: 8.01%) in FYE 31 December 2022 as compared to a GP of RM2.62 million (GP margin: 11.27%) in the previous financial year, representing a decrease of RM1.08 million or 41.23%. The lower GP and lower GP margin was mainly due to shift in business focus from regional media to local media, which has affected the Company's regional media and advertising business.
Despite the lower GP, the Group recorded a lower LAT of RM53.56 million in FYE 31 December 2022 as compared to a LAT of RM62.43 million in the previous financial year, representing a decrease in LAT of RM8.87 million or 14.20%. The lower LAT was mainly contributed by the increase in other income of RM6.41 million (FYE 31 December 2021: RM1.23 million), lower impairment loss of goodwill of RM3.44 million arising from the acquisitions of Presto Capital Sdn Bhd and Presto Singapore Pte Ltd (FYE 31 December 2021: RM16.66 million) and lower share-based payment expenses of RM0.39 million (FYE 31 December 2021: RM1.47 million).
However, the lower LAT was partly offset by the higher impairment loss of trade and other receivables of RM11.04 million (FYE 31 December 2021: RM2.12 million) which was mainly due to the long outstanding amount (more than 1 year) owing by the debtors under the OmniChannel Segment, which was significantly impacted by the COVID-19 pandemic.
(iv) FYE 31 December 2021 vs FYE 31 December 2020
The Group's revenue for FYE 31 December 2021 increased by 14.67 million or 170.60% to RM23.27 million (FYE 31 December 2020: RM8.60 million). The higher revenue was mainly attributable to the increase in revenue contribution from the OmniChannel Segment for the FYE 31 December 2021 to RM19.37 million (FYE 31 December 2020: RM5.17 million) as a result of higher demand for advertising in foreign markets from the Company's regional media clients upon gradual recovery from the impact of the COVID-19 pandemic.
Despite the increase in revenue, the Group recorded a lower GP of RM2.62 million (GP margin: 11.27%) in FYE 31 December 2021 as compared to a GP of RM2.92 million (GP margin: 33.91%) in the previous financial year, representing a decrease of RM0.29 million or 10.11%. The lower GP and lower GP margin were mainly attributable to higher discounts extended to the customers and promotional activities conducted by the Group as part of its efforts to drive sales volume.
16
APPENDIX II – HISTORICAL FINANCIAL INFORMATION (CONT'D)
Despite the lower GP, the Group recorded a lower LAT of RM62.43 million in FYE 31 December 2021 as compared to a LAT of RM74.70 million in the previous financial year, representing a decrease in LAT of RM12.27 million or 16.43%. Other than the increase in revenue, the lower LAT was mainly contributed by the following:-
(a) absence of the impairment loss of RM19.23 million in Pictureworks Holdings Sdn Bhd, which was previously an associate of the Company, as well as the absence of obsolete inventories written off of RM3.02 million in FYE 31 December 2021;
(b) lower impairment loss of trade and other receivables of RM2.12 million (FYE 31 December 2020: RM11.35 million) which was mainly attributable to the media and advertising business-related clients.
However, the lower LAT was partly offset by the higher impairment loss on goodwill of RM18.03 million arising from the acquisitions of Presto Capital Sdn Bhd and Presto Singapore Pte Ltd (FYE 31 December 2020: RM10.29 million) as well as higher amortisation of the software development expenditure and intangible assets of RM13.74 million (FYE 31 December 2020: RM7.30 million).
PUC
PUC BERHAD
(Registration No. 199701036234 (451734-A))
(Incorporated in Malaysia)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting ("EGM") of PUC Berhad ("PUC" or the "Company") will be held at Dewan Presiden, Kelab Golf Negara Subang, Jalan SS7/2, 47301 Petaling Jaya, Selangor on Tuesday, 14 July 2026 at 2.00 p.m., for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution:-
SPECIAL RESOLUTION
PROPOSED REDUCTION OF RM350,000,000 OF THE ISSUED SHARE CAPITAL OF THE COMPANY PURSUANT TO SECTION 117 OF THE COMPANIES ACT, 2016 ("ACT") ("PROPOSED SHARE CAPITAL REDUCTION")
"THAT subject to the approvals, waivers and/or consents of all relevant authorities and/or parties being obtained (if required), approval be and is hereby given to the Company to reduce the issued share capital of the Company by way of cancellation of the issued share capital of the Company which is substantially unrepresented by available assets of RM350,000,000 pursuant to Section 117 of the Act. The corresponding credit of RM350,000,000 arising from such cancellation will be utilised towards offsetting the accumulated losses of the Company. Any balance credit after elimination of the Company's accumulated losses will be credited to the retained earnings of the Company which shall be used in a manner to be determined by the Board at a later date, as the Board deems fit and in the best interest of the Company, as permitted by the relevant and applicable laws;
AND THAT the Board be and is hereby authorised and empowered to do or procure to be done 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 arrangement as may be necessary, to give full effect and to complete the Proposed Share Capital Reduction, with full powers to assent to any conditions or make any modifications, variations and/or amendments as may be required, or imposed by the relevant authorities and as the Board may deem necessary and expedient to finalise, implement and give full effect to complete the Proposed Share Capital Reduction."
By Order of the Board
PUC BERHAD
LIM SECK WAH (MAICSA 0799845) (SSM PC No. 202008000054)
TANG CHI HOE (KEVIN) (MAICSA 7045754) (SSM PC No.: 202008002054)
Company Secretaries
Kuala Lumpur
11 June 2026
Notes:-
General Meeting Record of Depositors
For the purpose of determining a member who shall be entitled to attend, speak and vote at the EGM, the Company shall be requesting the Record of Depositors as at 7 July 2026. Only a depositor whose name appears on the Record of Depositors as at 7 July 2026 shall be entitled to attend the said meeting or appoint proxies to attend, speak and vote at the EGM or appoint proxy(ies) to attend, speak and vote on his/her stead.
Appointment of Proxy(ies)
-
A member of the Company may appoint up to two (2) proxies who need not be a member of the Company to participate and vote at the same Meeting. Where the member of the Company appoints two (2) proxies, the appointment shall be invalid unless the member specifies the proportions of his/her shareholdings to be represented by each proxy.
-
Where a member is an authorised nominee, as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy but not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said Securities Account which is credit with ordinary shares of the Company.
-
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.
-
The completed Form of Proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or if the appointer is a corporation, either under the corporation's seal or under the hand of an officer or attorney duly authorised.
-
The appointment of proxy(ies) may be made in hard copy form or by electronic form 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 meeting or any adjournment thereof at which the person named in the appointment proposes to vote, otherwise the Form of Proxy shall not be treated as valid:-
(a) In hard copy form
In case of an appointment made in hard copy form, the Form of Proxy must be deposited at the office of the Share Registrar of the Company, Mega Corporate Services Sdn Bhd at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur or alternatively, to email Share Registrar of the Company at [email protected]
(b) By electronic form
The Form of Proxy can be electronically lodged at https://www.equiti.my
- By submitting the duly executed Form of Proxy, a member and his/her proxy consent to the Company (and/or its agents/service providers) collecting, using and disclosing the personal data therein in accordance with the Personal Data Protection Act 2010 for this Meeting and any adjournment thereof.
PUC
PUC BERHAD
Registration No. 199701036234 (451734-A)
(Incorporated in Malaysia)
FORM OF PROXY
(Before completing this form, please refer to the notes below)
| No. of ordinary shares held |
|---|
I/We
[Full name in block letters]
NRIC No./Passport No./Co. No./CDS
No.:
of
[Full address]
being a member(s) of PUC BERHAD hereby appoint the following person(s):-
| Name of Proxy(ies) | NRIC No./ Passport No. | Phone Number | Address | No. of shares or % | |
|---|---|---|---|---|---|
| Proxy 1 | |||||
| Proxy 2 |
or failing him/her, the Chairman of the Meeting, as my/our proxy to vote for me/us on my/our behalf at the Extraordinary General Meeting ("EGM") of the Company which to be held at Dewan Presiden, Kelab Golf Negara Subang, Jalan SS7/2, 47301 Petaling Jaya, Selangor on Tuesday, 14 July 2026 at 2.00 p.m. My/our proxy(ies) is/are to vote as indicated below: -
| SPECIAL RESOLUTION | FIRST PROXY | SECOND PROXY | ||
|---|---|---|---|---|
| FOR | AGAINST | FOR | AGAINST | |
| PROPOSED SHARE CAPITAL REDUCTION |
(Please indicate with a “√” or “X” in the space provided how you wish your vote to be cast. If no instructions as to voting is given, the proxy(ies) will vote or abstain from voting at his/her discretion. All votings will be conducted by way of poll.)
Dated this... day of..., 2026
Signature/Common Seal
Notes:-
General Meeting Record of Depositors
For the purpose of determining a member who shall be entitled to attend, speak and vote at the EGM, the Company shall be requesting the Record of Depositors as at 7 July 2026. Only a depositor whose name appears on the Record of Depositors as at 7 July 2026 shall be entitled to attend the said meeting or appoint proxies to attend, speak and vote at the EGM or appoint proxy(ies) to attend, speak and vote on his/her stead.
Appointment of Proxy(ies)
-
A member of the Company may appoint up to two (2) proxies who need not be a member of the Company to participate and vote at the same Meeting. Where the member of the Company appoints two (2) proxies, the appointment shall be invalid unless the member specifies the proportions of his/her shareholdings to be represented by each proxy.
-
Where a member is an authorised nominee, as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy but not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said Securities Account which is credit with ordinary shares of the Company.
-
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.
-
The completed Form of Proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or if the appointer is a corporation, either under the corporation's seal or under the hand of an officer or attorney duly authorised.
-
The appointment of proxy(ies) may be made in hard copy form or by electronic form 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 meeting or any adjournment thereof at which the person named in the appointment proposes to vote, otherwise the Form of Proxy shall not be treated as valid:-
(a) In hard copy form
In case of an appointment made in hard copy form, the Form of Proxy must be deposited at the office of the Share Registrar of the Company, Mega Corporate Services Sdn Bhd at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur or alternatively, to email Share Registrar of the Company at [email protected]
(b) By electronic form
The Form of Proxy can be electronically lodged at https://www.equiti.my
- By submitting the duly executed Form of Proxy, a member and his/her proxy consent to the Company (and/or its agents/service providers) collecting, using and disclosing the personal data therein in accordance with the Personal Data Protection Act 2010 for this Meeting and any adjournment thereof.
Fold this flap for sealing
Then fold here
The Share Registrar of
PUC BERHAD
[Registration No. 199701036234 (451734-A)]
c/o Mega Corporate Services Sdn Bhd
Level 15-2
Bangunan Faber Imperial Court
Jalan Sultan Ismail
50250 Kuala Lumpur
Malaysia
1st fold here
AFFIX STAMP