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TECK GUAN PERDANA BERHAD Proxy Solicitation & Information Statement 2026

May 24, 2026

71661_rns_2026-05-24_e8b7bc6e-8545-4449-a239-6427ebcf3804.pdf

Proxy Solicitation & Information Statement

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TECK GUAN PERDANA BERHAD
Registration No. 199401021418 (007997-A
Environmental & Malaysia

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Thirty-Second (32nd) Annual General Meeting of the Members of the Company will be held at the Xocolatl Hall, Ground Floor, Hotel Emas, Jalan Utara, 91000 Tawau, Sabah on Friday, 26th June 2005 at 9.00 a.m. to transact the following:-

AGENDA

AS ORDINARY BUSINESS:-

  1. To receive the Audited Financial Statements for the year ended 31 January 2026 together with the Reports of the Directors and Auditors (Refer to Note 8) thereon.
  2. To re-elect ZiaUa Hong Ngit Ming who retires by rotation as a Director of the Company pursuant to Article 91 of the Company's Constitution.
  3. To re-elect Mr. Fung Hua Bing who retires by rotation as a Director of the Company pursuant to Article 91 of the Company's Constitution.
  4. To approve the payment of Directors' fees not exceeding the amount RM100,000 and any benefits payable for the financial year ending (Resolution 231 January 2027).
  5. To approve a first and final single-tier dividend of 7.0 ser per ordinary share for the financial year ended 31 January 2026.
  6. To re-appoint Messrs. PKF PLT as Auditors of the Company and to authorise the Directors to fix their remuneration. (Resolution 5)

AS SPECIAL BUSINESS:-

To consider and, if thought fit, to pass the following resolutions with or without modification:-

7. ORDINARY RESOLUTION

Authority for Directors to Allot and Issue Shares

"THAT, subject always to the Companies Act 2016 ("the Act"), the Company's Constitution and approvals of the relevant authorities, the Directors be and are hereby empowered pursuant to Sections 75 and 76 of the Act to allot and issue new ordinary shares in the Company, from time to time and upon such terms and conditions and for such purposes and to such person or persons whomever as the Directors may, in their absolute discretion deem fit and expedient in the interest of the Company, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the total number of issued shares of the Company for the time being AND THAT the Directors be and are hereby empowered to obtain the approval for the listing and quotation for the additional number issued on the Bursa Malaysia Securities Berhad, Mildred, 91000 and such authority shall continue to be in effect until the conclusion of the next Annual General Meeting ("AGM") of the Company, or at the expiry of the period within which the next AGM of the Company is required by law to be held, whichever is the earlier, unless such approval is revoked or varied by the Company at a general meeting."

8. ORDINARY RESOLUTION

Proposed Renewal of Shareholders' Mandate for Existing Recurrent Related Party Transactions and Shareholders' Mandate for Additional Recurrent Related Party Transactions

"THAT subject always to the Companies Act 2016 ("the Act"), the Company's Constitution and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given to the Company and/or its subsidiaries to enter into the existing and additional recurrent related party transactions of a revenue or trading nature as set out in Section 2.2 of the Circular to Shareholders dated 25 May 2025 with the related parties mentioned therein, provided that such transactions are necessary for the day-to-day operations and are carried out in the ordinary course of business on normal commercial terms 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 ("Shareholders' Mandate").

THAT the Shareholders' Mandate shall commence upon passing of this resolution and continue to be in force until:

(i) the conclusion of the next annual general meeting ("AGM") of the Company at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed;
(ii) the expiration of the period within which the next AGM 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
(iii) revoked or varied by resolution passed by the shareholders in general meeting;

whichever is the earlier.

AND THAT the Directors of the Company be and are hereby authorised to complete and do such acts and things to give full effect to the transactions contemplated and/or authorised by this resolution."

9. NOTICE OF DIVIDEND INSTITLEMENT AND PAYMENT

NOTICE IS HEREBY GIVEN THAT a first and final single-tier dividend of 7.0 ser per ordinary share for the financial year ended 31 January 2026, if approved, will be paid on 15 July 2026 to depositors registered in the Records of Depositors on 30 June 2026.

A depositor shall qualify for entitlement only in respect of:

i. Shares transferred into the Depositor's Securities Accounts before 5.00 p.m. on 30 June 2026 in respect of transfer; and
ii. Shares bought on Bursa Malaysia Securities Berhad on a sum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad.

  1. To transact any other business for which due notice shall have been given.

BY ORDER OF THE BOARD

SIM HUAN JILL SRA 45639; / SSM PC No.: 202108000597
Company Secretary
Tawau, Sabah
Dated this 25 May 2026

NOTES:-

  1. A proxy may but need not be a member of the Company and there is no restriction as to the qualification of a proxy. Provided that, having appointed a proxy or an attorney to attend in his stead, if such member personally attends the meeting, his proxy or attorney shall be precluded from attending such meeting.
  2. A member shall be entitled to appoint not more than two (2) proxies to attend and vote at the same meeting and where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
  3. Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (omnibus account) as defined under the Securities Industry (Central Depositories) Act, 1991, there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account if holds.
  4. If the appointor is a corporation, the proxy form must be executed under its Common Seal or under the hand of its attorney.
  5. To be valid the duly completed proxy form must be deposited at the Registered Office of the Company at No.218, Tech Quan Regency, Jalan St. Patrick, Off Jalan Beluru, 91000 Tawau, Sabah or electronically via email [email protected] not less than forty-eight (48) hours before the time fixed for holding the Meeting.
  6. Only members whose names appear in the Record of Depositors as at 19 June 2026, issued by Bursa Malaysia Depository Sdn. Bhd., will be entitled to attend and vote at the duly physical meeting or appoint proxy(ies) to attend and vote on their behalf.
  7. Pursuant to Paragraph 6.25A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice of Annual General Meeting ("AGM") will be put to vote by way of poll.

Explanatory Notes

  1. Agenda Item 1 is meant for discussion only as the provision of Section 340(1) of the Companies Act 2016 does not require a formal approval of the shareholders, and hence is not put forward for voting.
  2. Re-election of Directors in accordance to Article 91 of the Company's Constitution.
    The proposed Ordinary Resolution 1 and 2 in items no.2 and 3 of the Agenda are to seek shareholders approval on the re-election of the retiring directors.
    Re-election of Directors shall take place each year. One-third (1/3) of the Directors for the time being, or, if the number is not three (3) or a multiple of three (3), then the number nearest to one-third (1/3), shall retire from office at each Annual General Meeting. A Director retiring at a meeting shall retain office until the conclusion of the meeting.
  3. Pursuant to Section 230(1) of the Companies Act 2016, the fees of the directors and any benefits payable to the directors shall be approved at a general meeting of the Company's Resolution 3 is to facilitate the payment of Directors' fees on a current financial year basis, calculated based on the current Board of Directors ("Board") size. In the event the proposed amount is insufficient (due to enlarged Board size), approval will be sought at the next AGM for additional fees to meet the shortfall.

Explanatory Notes on Special Business

  1. Resolution 6
    The proposed Resolution 6 is to renew the general mandate obtained in the last AGM. As at the date of this Notice, no new shares in the Company were issued pursuant to the existing general mandate which will lapse at the conclusion of this forthcoming AGM.
    This proposed resolution, if passed, would provide flexibility to the Directors to undertake fund raising activities, including but not limited to further placement of shares for the purpose of funding the Company's future investment, working capital and/or acquisition(s) by the issuance of new shares (other than bonus or rights issue) in the Company to such persons at any time as the Directors may deem fit, provided that the aggregate number of shares issued by the Director the mandate obtained in the Company for the time being. This authority, unless received or varied by the Company in a general meeting, will expire at the conclusion of the next AGM or at the expiry of the period within which the next annual general meeting is required to be held after the approval was given, whichever is earlier.

  2. Resolution 7
    The proposed Resolution 7 is in relation to Renewal of Shareholders' Mandate for Existing Recurrent Related Party Transactions and Shareholders' Mandate for Additional Recurrent Related Party Transactions which are necessary for the day-to-day operations of the Company. If approved by the shareholders, it will empower the Company to conduct transactions of revenue or trading nature with the parties related to the Company. Please refer to the Circular to Shareholders dated 25 May 2026 for more information.

Personal Data Privacy

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company:

(i) consents to the collection, use and disclosure of the member's personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the "Progress"),

(ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representatives(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representatives(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representatives(s) for the Progress); and

(iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.