Opcom : OHB – ADDENDUM TO NOTICE OF AGM

OPCOM HOLDINGS BERHAD

Registration No. 199401036979 (322661-W)

(Incorporated in Malaysia)

15 September 2022

To: all shareholders of OPCOM HOLDINGS BERHAD ("OPCOM" OR "THE COMPANY"),

ADDENDUM TO THE NOTICE OF TWENTY-SEVENTH ANNUAL GENERAL MEETING ("27TH AGM") OF OPCOM HOLDINGS BERHAD ("OPCOM" OR "THE COMPANY")

Reference is made to the Company's announcement made to Bursa Malaysia Securities Berhad ("Bursa Securities") on 28 July 2022 pertaining to the Notice of 27th AGM dated 29 July 2022 ("Notice of 27th AGM").

We wish to inform on the following insertion into the content of the Notice of 27th AGM:-

1. By inserting the following paragraph after the first paragraph of the Ordinary Resolution 7 pertaining to the authority to allot and issue shares pursuant to Sections 75 and 76 of the Companies Act 2016:-
   "THAT pursuant to Section 85 of the Companies Act, 2016 read together with Article 54 of the
   Company's Constitution, approval be and is hereby given to waive the statutory pre-emptive rights of the shareholders of the Company to be offered new Shares arising from the issuance and allotment of the Shares pursuant to Sections 75 and 76 of the Companies Act 2016, the Constitution of the Company and the approvals from Bursa Securities and any other relevant governmental and/or regulatory authorities, where such approval is necessary AND THAT such new shares when allotted shall rank pari passu in all respects with the existing class of ordinary shares.
   AND FURTHER THAT the Board of Directors of the Company is exempted from the obligation to offer such new Shares to the existing shareholders of the Company."
2. By inserting the following paragraph after the sixth paragraph of the Explanatory Notes 3 pertaining to the authority to allot and issue shares pursuant to Sections 75 and 76 of the Companies Act 2016:-
   "By approving the issuance and allotment of the Shares pursuant to Sections 75 and 76 of the Companies Act 2016 and the Constitution of the Company, the shareholders having agreed to irrevocably waive their statutory pre-emptive rights pursuant to Section 85 of the Act and Article 54 of the Company's Constitution which will result in a dilution to their shareholding percentage in the
   Company."

Save for the abovementioned, all other information in the Notice of 27th AGM remains valid and unchanged.

A copy of the revised Notice of 27th AGM is enclosed for your reference.

The revised Notice of 27th AGM is also available at the Company's website at www.opcom.com.my

We regret for any inconvenience caused.

Yours faithfully

For Opcom Holdings Berhad

NG HENG HOOI (MAICSA 7048492) (SSM PC No. 202008002923)

WONG MEE KIAT (MAICSA 7058813) (SSM PC No. 202008001958)

Company Secretaries

OPCOM HOLDINGS BERHAD

Registration No.: 199401036979 (322661-W)

(Incorporated in Malaysia)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Twenty-Seventh Annual General Meeting ("27th AGM") of Opcom Holdings Berhad ("OPCOM" or "the Company") will be conducted in a virtual manner through live streaming from the Conference Room of Opcom Holdings Berhad at No. 11, Jalan Utas 15/7, 40200 Shah Alam, Selangor Darul Ehsan ("Broadcast Venue") on Thursday, 22 September 2022 at 10.00 a.m. to transact the following businesses:

	AGENDA
As Ordinary Business
1.	To receive the Audited Financial Statements for the financial	Please	refer	to
	year ended 31 March 2022 and the Reports of Directors and	Explanatory Note 1
	Auditors thereon.
2.	To approve the payment of Directors' fees of RM122,000.00 for	Ordinary Resolution 1
	the financial year ended 31 March 2022.	(Please	refer	to
		Explanatory Note 2)
3.	To approve the payment of Directors' benefits to the Directors up	Ordinary Resolution 2
	to an amount of RM200,000.00 from 23 September 2022 until	(Please	refer	to
	the next Annual General Meeting of the Company.	Explanatory Note 2)
4.	To re-elect Mr. Teh Li King who retires pursuant to Article 90(1)	Ordinary Resolution 3
	of the Company's Constitution.
5.	To re-elect Ms. Lim Kim Lee who retires pursuant to Article 83 of	Ordinary Resolution 4
	the Company's Constitution.
6.	To re-appoint Messrs. Baker Tilly Monteiro Heng PLT as	Ordinary Resolution 5
	Auditors of the Company for the ensuing financial year and to
	authorise the Directors to determine their remuneration.
As Special Business
To consider and, if thought fit, to pass the following Ordinary
Resolutions, with or without modifications:
7.	Authority to Allot and Issue Shares Pursuant to Sections 75	Ordinary Resolution 6
	and 76 of the Companies Act 2016.	(Please	refer	to
		Explanatory Note 3)
	"THAT subject always to Sections 75 and 76 of the Companies

Act 2016 ("the Act"), the Constitution of the Company and the approvals from Bursa Malaysia Securities Berhad ("Bursa Securities") and any other relevant governmental and/or regulatory authorities, where such approval is necessary, the Directors of the Company be and are hereby authorised and empowered pursuant to the Act, to issue and allot shares in the capital of the Company from time to time at such price and upon such terms and conditions, for such purposes and to such person or persons whomsoever the Directors may in their absolute

OPCOM HOLDINGS BERHAD

Registration No.: 199401036979 (322661-W)

- Notice of 27th Annual General Meeting to be held on 22 September 2022

discretion deem fit, provided always that the aggregate number
of shares issued pursuant to this resolution does not exceed
twenty percent (20%) of the total number of issued shares of the
Company for the time being to be utilised until 31 December
2022 as empowered by Bursa Securities pursuant to the
extension of the implementation period of the enhanced general
mandate announced by Bursa	Securities on 23 December 2021
and thereafter, ten per centum (10%) of the total number of
issued shares of the Company for the time being as stipulated
under Rule 6.04(1) of the Bursa Securities ACE Market Listing
Requirements to be utilised	before the conclusion of the next
Annual General Meeting ("AGM") of the Company; AND THAT
the Directors be and are also empowered to obtain the approval
for the listing of and quotation for the additional shares so issued
on Bursa Securities; AND FURTHER THAT such authority shall
commence immediately upon the passing of this resolution and
continue to be in force until the conclusion of the next AGM of the
Company.
THAT pursuant to Section 85 of the Companies Act, 2016 read
together with Article 54 of the Company's Constitution, approval
be and is hereby given to waive the statutory pre-emptive rights
of the shareholders of the Company to be offered new Shares
arising from the issuance and allotment of the Shares pursuant
to Sections 75 and 76 of the Companies Act 2016, the
Constitution of the Company and the approvals from Bursa
Securities and any other relevant governmental and/or regulatory
authorities, where such approval is necessary AND THAT such
new shares when allotted shall rank pari passu in all respects
with the existing class of ordinary shares.
AND FURTHER THAT the Board of Directors of the Company is
exempted from the obligation to offer such new Shares to the
existing shareholders of the Company."
8. Proposed New Shareholders' Mandate for Recurrent Related	Ordinary Resolution 7
Party Transactions of a Revenue and/or Trading Nature	(Please	refer	to
("Proposed Shareholders' Mandate")	Explanatory Note 4)

"THAT approval be and is hereby given to the Company and/or its subsidiary(ies) ("OPCOM Group") to enter into and give effect to the recurrent related party transactions with the related parties as specified in Section 2.3 of the Circular to Shareholders in relation to the Proposed Shareholders' Mandate dated 29 July 2022 which are necessary for the day-to-day operations of the OPCOM Group, the transactions are in the ordinary course of business, the transactions are undertaken at an arm's length basis and are on normal commercial terms which are not more favourable to the related parties than those generally available to third party and are not detrimental to the minority shareholders of the Company.

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OPCOM HOLDINGS BERHAD

Registration No.: 199401036979 (322661-W)

- Notice of 27th Annual General Meeting to be held on 22 September 2022

AND THAT such authority shall continue to be in force until:

1. the conclusion of the next AGM of the Company following the general meeting at which the ordinary resolution for the Proposed Shareholders' Mandate was passed, at which time it shall lapse, unless the authority is renewed by a resolution passed at the next AGM; or
2. the expiration of the period within which the next AGM after that date is required by law 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

1. revoked or varied by an ordinary resolution passed by the shareholders of the Company at a general meeting,

whichever is earlier.

AND FURTHER THAT the Directors be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary in the best interest of the Company to give effect to the Proposed Shareholders' Mandate."

9. Proposed New Share Buy-Back Authority

"THAT subject always to compliance with the Companies Act, 2016 ("the Act"), the Constitution of the Company, the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") or any other regulatory authorities and all other applicable rules, regulations, guidelines or approval for the time being in force or as may be amended from time to time, the Directors be and are hereby authorised to make purchases of ordinary shares in the Company's issued share capital as may be determined by the Directors from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit, necessary and expedient in the interest of the Company, provided that:

1. the aggregate number of ordinary shares which may be purchased and/or held by the Company as treasury shares shall not exceed ten per centum (10%) of the total number of issued shares of the Company for the time being;
2. the maximum funds to be allocated by the Company for the purpose of purchasing its shares shall not exceed the total retained earnings of the Company at the time of the said purchase(s); and
3. the authority conferred by this resolution shall commence immediately upon the passing of this ordinary resolution and shall continue to be in force until:
4. 1. the conclusion of the next AGM of the Company

Ordinary Resolution 8

(Please refer to Explanatory Note 5)

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OPCOM HOLDINGS BERHAD

Registration No.: 199401036979 (322661-W)

- Notice of 27th Annual General Meeting to be held on 22 September 2022

following the forthcoming 27th AGM, at which the ordinary resolution for the Proposed Share Buy-Back is passed, at which time it shall lapse, unless the authority is renewed by a resolution passed at the next AGM; or

1. the expiration of the period within which the next AGM of OPCOM after that date it is required by law 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
2. revoked or varied by an ordinary resolution passed by the shareholders of OPCOM in a general meeting;

whichever is earlier;

AND THAT upon completion of the purchase by the Company of its own shares, the Directors be and are hereby authorised to deal with the shares purchased in their absolute discretion in the following manner:

1. cancel the OPCOM shares so purchased; and/or
2. retain the OPCOM shares so purchased as Treasury Shares; and/or
3. retain part of the OPCOM Shares so purchased as Treasury Shares and cancel the remainder;

and in any other manner as prescribed by the Act, rules and regulations made pursuant to the Act and ACE Market Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force;

AND THAT authority be and is hereby given to the Directors and/or anyone of them to complete and do all such acts and things as they may consider necessary or expedient in the best interest of the Company, including executing all such documents as may be required or necessary and with full powers to assent to any modifications, variations and/or amendments as the Directors in their discretion deem fit and expedient to give effect to the aforesaid purchase(s) contemplated and/or authorised by this Ordinary Resolution."

10. To transact any other business for which due notice shall have been received.

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