Oriental Food Industries : OFI - Notice of 27th AGM

ORIENTAL FOOD INDUSTRIES HOLDINGS BERHAD

[Registration No. 199601017418 (389769-M)]

(Incorporated in Malaysia)

NNOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Twenty-Seventh Annual General Meeting ("27th AGM") of Oriental Food Industries Holdings Berhad will be convened and held at Adam Function Hall, Tiara Melaka Golf and Country Club, Jalan Gapam, Bukit Katil, 75760 Melaka on Wednesday, 23 August 2023 at 2.30 p.m. to transact the following businesses:

A G E N D A

ORDINARY BUSINESS

1. To receive the Statutory Financial Statements for the financial year ended 31 March 2023 together with the Directors' and Auditors' Reports thereon.
2. To approve the payment of Directors' fees amounting to RM330,000.00 for the financial year ended 31 March 2023.
3. To approve the proposed payment of Directors' remuneration and benefits (excluding Directors' fees) up to an amount of RM145,000.00 to the Directors with effect from 23 August 2023 until the next Annual
   General Meeting.
4. To re-elect the following Directors, each of whom retires by rotation in accordance to Clause 122 of the Constitution of the Company:
5. 1. Datuk Son Tong Leong
   2. Datuk Son Tong Eng
6. To re-elect Ms. You Chen Kei who retires in accordance to Clause 106 of the Constitution of the Company.
7. To re-appoint Messrs Crowe Malaysia PLT as Auditors of the Company for the financial year ending 31 March 2024 and to authorise the
   Directors to determine their remuneration.

SPECIAL BUSINESS

To consider and, if thought fit, to pass the following Ordinary Resolutions:-

1. Authority to Allot Shares pursuant to Sections 75 and 76 of the Companies Act, 2016
   "THAT subject always to the Companies Act, 2016 ("the Act"), the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities"), the Company's Constitution and the approval of the relevant government/regulatory authorities, the Directors be and are hereby empowered pursuant to Sections 75 and 76 of the Act to issue and allot new shares in the Company at any time at such price, upon such terms and conditions, for such purposes and to such person(s) whomsoever 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 also empowered to obtain the approval from Bursa Securities for the listing of and quotation for the additional shares so issued AND 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 in connection with the above, pursuant to Section 85 of the Act and Clause 72.1 of the Constitution of the Company, the shareholders of the Company do hereby waive their statutory pre-emptive rights over all New Shares issued from the exercise of the authority granted pursuant to Sections 75 and 76 of the Act.
   AND THAT the new shares to be issued shall, upon allotment and issuance, rank equally in all respects with the existing shares of the Company, save and except that they shall not be entitled to any dividends, rights, allotments and/or any other forms of distribution that which may be declared, made or paid before the date of allotment of such new shares."
2. Proposed Renewal of Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature ("Proposed Shareholders' Mandate")
   "THAT authority be and is hereby given in line with Paragraph 10.09 of the Main Market Listing Requirements of Bursa Securities for the Company and/or its subsidiaries to enter into any of the transactions falling within the types of the Recurrent Related Party Transactions, particulars of which are set out in Part A, Circular to Shareholders dated 20 July 2023, with the Related Parties as described in the said Circular, provided that such transactions are of revenue or trading nature, which are necessary for the day-to-day operations of the Company and/or its subsidiaries within the ordinary course of business of the Company and/or its subsidiaries, made on an arm's length basis and on normal commercial terms which are generally available to the public and are not detrimental to the minority shareholders of the Company;
   AND THAT such authority shall commence immediately upon the passing of this Resolution until:
3. 1. the conclusion of the next AGM of the Company at which time the authority shall lapse, unless by Ordinary Resolution passed at a general meeting, the authority is renewed; or
   2. the expiration of the period within which the next AGM after that date is required to be held pursuant to Section 340(2) of the
      Act (but must not extend to such extension as may be allowed pursuant to Section 340(4) of the Act; or
   3. revoked or varied by a Resolution passed by the shareholders of the Company at a general meeting.

whichever is earlier.

(Resolution 1)

(Resolution 2)

(Resolution 3) (Resolution 4) (Resolution 5)

(Resolution 6)

(Resolution 7)

(Resolution 8)

AND FURTHER, THAT the Board of Directors be and is hereby

authorised to do all acts, deeds and things as may be deemed fit, necessary, expedient and/or appropriate in order to implement the

Proposed Shareholders' Mandate with full power to assent to all or any

conditions, variations, modifications and/or amendments in any manner

as may be required by any relevant authorities or otherwise and to deal with all matters relating thereto and to take all such steps and to

execute, sign and deliver for and on behalf of the Company all such

documents, agreements, arrangements and/or undertakings, with any party or parties and to carry out any other matters as may be required

to implement, finalise and complete, and give full effect to the Proposed

Shareholders' Mandate in the best interest of the Company."

9. Proposed Renewal of Share Buy-Back Authority for the Purchase (Resolution 9) by the Company of its Own Shares ("Proposed Renewal of Share

Buy-Back Authority")

THAT, subject to the compliance with Section 127 of the Act, the provisions of the Constitution of the Company, the Main Market Listing Requirements of Bursa Securities and all other applicable laws, guidelines, rules and regulations, the Company be and is hereby authorised, to the fullest extent permitted by law, to purchase such amount of ordinary shares in the Company as may be determined by the Board of Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Board of Directors may deem fit and expedient in the interest of the Company provided that:-

1. the aggregate number of shares purchased does not exceed ten per cent (10%) of the total issued and paid-up share capital of the Company as quoted on Bursa Malaysia as at the point of purchase;
2. the maximum amount of funds to be allocated for the Proposed Share Buy-Back shall not exceed the aggregate of retained profits of the Company based on the latest audited financial statements and/or the latest management accounts of the Company (where applicable) available at the time of the purchase(s); and
3. the Board of Directors of the Company may decide either to retain the shares purchased as treasury shares or cancel the shares or retain part of the shares so purchased as treasury shares and cancel the remainder or to resell the shares or distribute the shares as dividend.

THAT such authority shall commence upon the passing of this resolution and shall continue to be in force until:

1. the conclusion of the next AGM of the Company at which time the authority will lapse, unless by ordinary resolution passed at the next AGM, the authority is renewed, either unconditionally or subject to conditions; or
2. the expiration of the period within which the next AGM after that date is required by law to be held; or
3. revoked or varied by ordinary resolution passed by the shareholders of the Company in general meeting,

whichever occurs first.

AND THAT authority be and is hereby given unconditionally and generally to the Board of Directors of the Company to take all such steps as are necessary or expedient (including without limitation, the opening and maintaining of central depository account(s) under Securities Industry (Central Depositories) Act, 1991, and the entering into all other agreements, arrangements and guarantee with any party or parties) to implement, finalise and give full effect to the aforesaid purchase with full powers to assent to any conditions, modifications, variations and/or amendments (if any) as may be imposed by the relevant authorities and with the fullest power to do all such acts and things thereafter (including without limitation, the cancellation and/ or retention and/ or distribution and/or selling of all or any part of the purchased shares in accordance with the Companies Act, 2016, the provisions of the Constitution of the Company and the requirements and/or guidelines of Bursa Securities for the Main Market and all other relevant governmental and/or regulatory authorities."

10. To transact any other business of the Company which due notices shall be given in accordance with the Constitution of the Company and the Companies Act, 2016.

BY ORDER OF THE BOARD

KARINA CHONG MEI YING (LS 0009542) [SSM PC No. 201908000667]

NIP CHEE SIEN (MAICSA 7066996) [SSM PC No. 202008003954]

Joint Secretaries

Melaka

20 July 2023

NOTES:

1. In regard of deposited securities, only members whose names appear in the Record of Depositors as at 15 August 2023 ("General Meeting Record of Depositors") shall be eligible to attend and vote at the Meeting.
2. A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. There shall be no restriction as to the qualifications of the proxy.
3. A member may appoint more than one (1) proxy to attend and vote at the same meeting. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy.
4. 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.
5. The instrument appointing a proxy in the case of an individual shall be signed by the appointor or his attorney and in the case of a corporation, the instrument appointing a proxy or proxies must be under seal or under the hand of an officer or attorney duly authorised.
6. The instrument appointing proxy shall be deemed to confer authority to demand or join in demanding a poll.
7. The instrument appointing a proxy must be deposited to the office of the Company's Share Registrar,
   Sectrars Management Sdn. Bhd. at Level 9-7, Menara Sentral Vista, No 150 Jalan Sultan Abdul Samad,
   Brickfields, 50470, Kuala Lumpur, Malaysia not less than twenty-four (24) hours before the time appointed for holding the meeting or any adjournment thereof as Paragraph 8.29(A) of the Main Market Listing Requirements of Bursa Securities requires all resolutions set out in the Notice of General Meeting to be put to vote by poll.
8. Proxy appointed to attend and vote at a meeting of the Company shall have the same rights as the member to speak at the meeting.
9. 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 "Purposes"); (ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes; 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.

EXPLANATORY NOTES:

1. Statutory Financial Statements for the financial year ended 31 March 2023
   This agenda item is meant for discussion only as the provision of Section 340(1)(a) of the Act requires the Statutory Financial Statements to be laid at the AGM. As such, this agenda item does not require shareholders' approval and hence, is not put forward for voting.
2. Resolution 2- Directors' remuneration and benefits (excluding Directors' fees)
   Resolution 2 relates to the proposed payment of Directors' remuneration and benefits (excluding Directors' fees) to the Directors from 23 August 2023 until the next AGM of the Company, which comprise the followings:

		Independent Non-
Description	Chairman	Executive Directors &	Executive Directors
Non-Independent Non-
		Executive Directors
Monthly Fixed Allowance	RM7,000.00 per month	Not Applicable	Not Applicable
Meeting Allowance for
attendance of Board and	RM1,000.00 per meeting	RM1,000 per meeting	Not Applicable
Board Committee Meetings
and general meetings
Monthly Claims	RM27,720 per annum	Not Applicable	Not Applicable

1. Resolution 7 - Authority to allot shares pursuant to Sections 75 and 76 of the Companies Act, 2016
   The Resolution 7, if approved, will empower the Directors of the Company, from the date of the above AGM, authority to issue and allot shares in the Company up to an aggregate amount not exceeding 10% of the total number of issued shares of the Company for such purposes as the Directors consider would be in the interest of the Company. This authority unless revoked or varied at a general meeting will expire at the next
   AGM of the Company.
   The mandate is to provide flexibility to the Company to allot and issue new shares without the need to convene a separate general meeting to obtain shareholders' approval to eliminate any delay and avoid incurring additional cost. The purpose of this mandate is to facilitate the Company to undertake possible fund-raising exercises including but not limited to further placement of shares for purposes of funding current and/or future investment projects, working capital and/or acquisitions.
   The waiver of pre-emptive rights pursuant to Section 85 of the Act and Clause 72.1 of the Constitution will allow the Directors of the Company to issue new shares of the Company which rank equally to existing issued shares of the Company, to any person without having to offer the new shares to all existing shareholders of the Company prior to issuance of new shares in the Company under the mandate.
   The Mandate is as renewal of the Mandate granted by the members at the last AGM held on 25 August 2022. The Mandate granted at the last AGM was not utilised by the Company and thus, no proceeds were raised.
   Should there be a decision to issue new shares after the mandate is obtained, the Company will make an announcement in respect thereof.
2. Resolution 8 - Proposed Renewal of Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature
   The Resolution 8, if approved, will enable the Company and its subsidiaries to continue entering into the recurrent related party transactions of a revenue or trading nature with Syarikat Perniagaan Chong Mah Sdn. Bhd., which are necessary for its day-to-day operations and are in the ordinary course of business and on terms not more favourable to the related party than those generally available to the public and are not to be detriment of the minority shareholders of the Company. This authority unless revoked or varied at a General Meeting will expire at the next AGM.
   Further information on the proposed Ordinary Resolution No. 8 is set out in Part A, Circular to Shareholders dated 20 July 2023 which is dispatched together with the Annual Report 2023 of the Company.
3. Resolution 9 - Proposed Renewal of Share Buy-Back Authority
   The Resolution 9, if approved, will empower the Board of Directors to allocate an amount not exceeding the retained profits of the Company for the purpose of and to purchase such amount of ordinary shares in the
   Company from time to time on the market of Bursa Securities upon such terms and conditions as the Board of Directors may deem fit in the interest of the Company provided that the aggregate number of shares purchased pursuant to this Resolution does not exceed 10% of the total issued and paid-up share capital of the Company.
   Further information on the proposed Ordinary Resolution No. 9 is set out in Part B, Statement to Shareholders in relation to the Proposed Renewal of Share Buy-Back Authority dated 20 July 2023 which is dispatched together with the Annual Report 2023 of the Company.