Sustainability

Investors Relations

Notice of Meeting

NOTICE OF TWENTY FIFTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Twenty Fifth Annual General Meeting of TRC Synergy Berhad (Registration No. 199601040839 (413192-D)) (“the Company”) will be held virtually at the broadcast venue at Board Room, 8th Floor, TRC Business Centre, Jalan Andaman Utama, 68000 Ampang, Selangor on Wednesday, the 22nd June, 2022 at 10.30 a.m. for the purpose of transacting the following businesses:-

AGENDA
AS ORDINARY BUSINESS

1To receive and adopt Audited Financial Statements, Report of the Directors and Report of the Auditors thereon for the year ended 31st December 2021.(Please refer to Note 2)
2To approve the payment of first and final single tier dividend of1.20 sen per share for the year ended 31st December 2021.
(Please refer to Note 4)		Ordinary Resolution 1
3To approve the payment of Directors’ fees in respect of the financial year ended 31st December 2021.
(Please refer to Note 5)		Ordinary Resolution 2
4To approve the payment of Directors’ benefits (other than Directors’ fees) to Non-Executive Directors in respect of the financial year ended 31st December 2021.
(Please refer to Note 6)		Ordinary Resolution 3
5To re-elect YBhg Dato’ Ir. Abdullah bin Abd Rahman who shall retire as Director of the Company pursuant to Articles 84 of the Company’s Articles of Association.Ordinary Resolution 4
6To re-elect YBhg Admiral Tan Sri Dato’ Seri Panglima Ahmad Kamarulzaman bin Hj Ahmad Badaruddin (Retired) who shall retire as Director of the Company pursuant to Articles 84 of the Company’s Articles of Association.Ordinary Resolution 5
7To re-elect Fadzilah binti Mohd Salleh who shall retire as Director of the Company pursuant to Articles 84 of the Company’s Articles of Association.Ordinary Resolution 6
8To re-appoint Mazars PLT as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration.Ordinary Resolution 7

SPECIAL BUSINESS
To consider and if thought fit, to pass the following ordinary resolution, with or without modification:-

9 Authority to allot shares pursuant to Section 75 of the Companies Act, 2016 (Please refer to Note 7) – “THAT subject always to the Companies Act, 2016 (“the Act”), the Articles of Association of the Company and approvals from Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other governmental/regulatory authorities, the Directors of the Company be and are hereby empowered, pursuant to Section 75 of the Act, to allot shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors of the Company may, in their absolute discretion, deem fit provided that the aggregate number of shares to be 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 of the Company be and are hereby 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 continue to be in force until the conclusion of the next Annual General Meeting of the Company.” Ordinary Resolution 8
10 Proposed renewal of authority for the company to purchase its own shares (Please refer to Note 8) – “THAT subject to compliance with all applicable rules, regulations and orders made pursuant to the Companies Act, 2016 (“Act”), provisions in the Company’s Memorandum and Articles of Association, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“MMLR”) and any other relevant authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of the company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the 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 centum (10%) of the issued and paid-up share capital of the Company as quoted on Bursa Securities as at the point of purchase; (2)   the maximum fund to be allocated by the Company for the purpose of purchasing such number of ordinary shares shall not exceed the retained profit account of the Company. As at the financial year ended 31st December 2021, the audited retained profit of the Company stood at RM7,093,922.53; (3)   The renewal of authority conferred by this resolution will commence immediately upon passing of this resolution and will continue to be in force until:-

(a)  at the conclusion of the next AGM of the Company following the general meeting in which the authorization is obtained, at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed either unconditionally or subject to conditions; or (b)  the expiration of the period within which the next AGM of the Company is required by law to be held; or (c)  revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting.

whichever occurs first; AND THAT upon completion of the purchase(s) of the ordinary shares of the Company, the Directors of the Company be and are hereby authorised to deal with the ordinary shares so purchased in the following manners:- (a)   to cancel the ordinary shares so purchased; or (b)   to retain the ordinary shares so purchased as treasury shares for distribution as dividend to shareholders and/or resell on Bursa Securities or subsequently cancel; or (c)   to retain part of the ordinary shares so purchased as treasury shares and cancel the remainder; and (d)   in any other manner prescribed by the Act, rules, regulations and orders made pursuant to the Act, the Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force. AND THAT the Directors of the Company be and are hereby authorised to act and to take all such steps as they may deem necessary or expedient in order to implement, finalise and give full effect to the aforesaid share buy-back with full powers to assent to any conditions, modifications, variations, and/or amendments as may be required or imposed by the relevant authorities and to do all such acts and things (including executing all documents) as the Board may deem fit and expedient in the best interest of the Company.”		 Ordinary Resolution 9
11 To transact any other business of which due notice shall be given in accordance with the Articles of Association of the Company and the Companies Act, 2016.

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT
NOTICE IS HEREBY GIVEN, that a first and final dividend of 1.20 sen per share in respect of the financial year ended 31st December 2021 will be paid on 15th July 2022 to shareholders whose names appear on the Company’s Register of Depositors on 30th June 2022.

A Depositor shall qualify for entitlement to the dividend only in respect:-
a) Shares transferred into the Depositor’s Securities Account before 4.30pm on 30th June 2022 in respect of ordinary transfers; and
b) Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad.

BY ORDER OF THE BOARD
ABDUL AZIZ MOHAMED (LS 007370)
Secretary

Selangor Darul Ehsan
29th April 2022

 

Notes:
1. This is a fully virtual AGM. No shareholders/proxies are allowed to present at the broadcast venue. Please refer to the Administrative Guide for online registration.

2. Audited Financial Statements for the Year Ended 31st December 2021
This Agenda item is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act, 2016 does not require a formal approval of the shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward for voting by shareholders of the Company.

3. Appointment of Proxies
a. A proxy may but need not be a member of the Company.
b. To be valid the proxy form duly completed must be deposited at the at Mega Corporate Services Sdn Bhd, Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia or by email to AGM-support.trc@megacorp.com.my not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.
c. A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at the meeting.
d. A member holding more than one thousand (1,000) ordinary shares may appoint up to two (2) proxies to attend and vote at the meeting.
e. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
f. Where a member is an authorised nominee as defined under the Central Depositories Act, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.
g. If the appointer is a corporation, the proxy form must be executed under its Common Seal or under the hand of its attorney.
h. Only members whose names appears in the Record of Depositors as at 15th June 2022 will be entitled to attend and vote at the meeting.

4. Dividend Payment (Ordinary Resolution No. 1)
With reference to Section 131 of the Companies Act 2016, a company may only make a distribution to the shareholders out of profits of the company available if the company is solvent. On 20th April 2022 the Board of Directors had considered the amount of dividend and decided to recommend the same for the shareholders’ approval.

5. Payment of Directors Fees to the Non-Executive Directors (Ordinary Resolution No. 2)
Section 230(1) of the Companies Act 2016 provides amongst others that the fees of the directors payable to the directors of a listed company shall be approved at a general meeting.  During the financial year ended 31st December 2021, the Company has paid RM 314,833 as Directors’ fees to its Non-Executive Directors.

6. Payment of Directors’ Benefits (excluding Directors’ Fees) to the Non-Executive Directors (Ordinary Resolution No. 3)
The Company is seeking shareholders’ approval for the following payments of benefits to its Non-Executive Directors pursuant to Section 230(1) of the Companies Act 2016:-

Chairman to the Board of DirectorsRM62,500.00
Chairman to the Audit and Risk Management CommitteRM­­­­30,700.00
Other emolumentsRM152,592.00
TOTALRM 245,792.00

7. Authority for allotment of shares (Ordinary Resolution No. 8)
The proposed Ordinary Resolution No. 8 is a renewal of the General Mandate for the Directors to allot shares pursuant to Section 75 of the Companies Act, 2016.

The proposed Ordinary Resolution No. 8, if passed, will authorize the Directors of the Company, from the date of the above Annual General Meeting, to allot shares up to ten per centum (10%) of the issued and paid-up capital of the Company for the time being for such purposes as the Directors consider would be in the best interest of the Company. This authority, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next Annual General Meeting of the Company.

As at the date of this Notice, no new shares in the Company were allotted pursuant to the authority granted to the Directors at the Twenty Fourth Annual General Meeting held on 29th June 2021 and which will lapse at the conclusion of the Twenty Fifth Annual General Meeting to be held on 22nd June 2022.

The authority will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions.

The rationale for this resolution is to eliminate the need to convene separate general meeting(s) from time to time to seek Shareholder approval as and when the Company issues new shares and thereby reducing administrative time and costs associated with the convening of such meeting(s).

8. Proposed renewal of authority for the Company to purchase its own shares (Ordinary Resolution No. 9)
The proposed adoption of the Ordinary Resolution No. 9 is to renew the authority granted by the shareholders of the Company at the Annual General Meeting held on 29th June 2021 to empower the Directors of the Company to purchase not more than 10% of the issued and paid-up share capital of the Company for the time being, for such purposes as they consider would be in the best interest of the Company. This authority, unless revoked or varied at a general meeting will expire at the conclusion of the next Annual General Meeting of the Company. Further information is set out in the Share Buy-Back Statement dated 29th April 2022 which is dispatched together with the Notice of the Twenty Fifth Annual General Meeting.

NOTICE OF TWENTY SIXTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Twenty Sixth Annual General Meeting of TRC Synergy Berhad (Registration No. 199601040839 (413192-D)) (“the Company”) will be held virtually at the broadcast venue at Board Room, 8th Floor, TRC Business Centre, Jalan Andaman Utama, 68000 Ampang, Selangor on Tuesday, the 20th June, 2023 at 10.30 a.m. for the purpose of transacting the following businesses:-

AGENDA
AS ORDINARY BUSINESS

1To receive and adopt Audited Financial Statements, Report of the Directors and Report of the Auditors thereon for the year ended 31st December 2022.(Please refer to Note 2)
2To approve the payment of first and final single tier dividend of 1.20 sen per share for the year ended 31st December 2022. (Please refer to Note 4) Ordinary Resolution 1
3To approve the payment of Directors’ fees in respect of the financial year ended 31st December 2022.

(Please refer to Note 5)		Ordinary Resolution 2
4To approve the payment of Directors’ benefits (other than Directors’ fees) to Non-Executive Directors in respect of the financial year ended 31st December 2022.

(Please refer to Note 6)		Ordinary Resolution 3
5To re-elect YBhg Tan Sri Dato’ Sri Sufri bin Hj Mohd Zin who shall retire as Director of the Company pursuant to Articles 84 of the Company’s Articles of Association.Ordinary
Resolution 4
6To re-elect YBhg Dato’ Richard Khoo Teng San who shall retire as Director of the Company pursuant to Articles 84 of the Company’s Articles of Association.Ordinary
Resolution 5
7To re-elect YBhg Dato’ Abdul Aziz bin Mohamad who shall retire as Director of the Company pursuant to Articles 84 of the Company’s Articles of Association.Ordinary Resolution 6
8To re-appoint Mazars PLT as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration.Ordinary Resolution 7

SPECIAL BUSINESS
To consider and if thought fit, to pass the following ordinary resolution, with or without modification:-

9 Authority to allot shares pursuant to Section 75 and 76 of the Companies Act, 2016 and Waiver of Pre-Emptive Rights pursuant to Section 85 of the Companies Act 2016 and Clause 53 of the Company’s Constitution. (Please refer to Note 7)

“THAT subject always to the Companies Act, 2016 (“the Act”), the Articles of Association of the Company and approvals from Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other governmental/regulatory authorities, the Directors of the Company be and are hereby empowered, pursuant to Section 75 and 76 of the Act, to allot shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors of the Company may, in their absolute discretion, deem fit provided that the aggregate number of shares to be 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 of the Company be and are hereby 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 continue to be in force until the conclusion of the next Annual General Meeting of the Company.

AND THAT in connection with the above, pursuant to Section 85 of the Companies Act 2016 read together with Clause 53 of the Constitution of the Company, the shareholders of the Company do hereby waive their statutory pre-emptive rights over all new shares in the Company and such new shares when issued, to rank pari passu with existing issued shares in the Company.”		 Ordinary Resolution 8
10 Proposed renewal of authority for the company to purchase its own shares (Please refer to Note 8) 

“THAT subject to compliance with all applicable rules, regulations and orders made pursuant to the Companies Act, 2016 (“Act”), provisions in the Company’s Memorandum and Articles of Association, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“MMLR”) and any other relevant authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of the company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the 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 centum (10%) of the issued and paid-up share capital of the Company as quoted on Bursa Securities as at the point of purchase;
(2)   the maximum fund to be allocated by the Company for the purpose of purchasing such number of ordinary shares shall not exceed the retained profit account of the Company. As at the financial year ended 31st December 2022, the audited retained profit of the Company stood at RM7,279,975.19;
(3)   The renewal of authority conferred by this resolution will commence immediately upon passing of this resolution and will continue to be in force until:-

(a)  at the conclusion of the next AGM of the Company following the general meeting in which the authorization is obtained, at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed either unconditionally or subject to conditions; or
(b)  the expiration of the period within which the next AGM of the Company is required by law to be held; or
(c)  revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting.

whichever occurs first;

AND THAT upon completion of the purchase(s) of the ordinary shares of the Company, the Directors of the Company be and are hereby authorised to deal with the ordinary shares so purchased in the following manners:-

(a)   to cancel the ordinary shares so purchased; or
(b)   to retain the ordinary shares so purchased as treasury shares for distribution as dividend to shareholders and/or resell on Bursa Securities or subsequently cancel; or
(c)   to retain part of the ordinary shares so purchased as treasury shares and cancel the remainder; and
(d)   in any other manner prescribed by the Act, rules, regulations and orders made pursuant to the Act, the Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force.

AND THAT the Directors of the Company be and are hereby authorised to act and to take all such steps as they may deem necessary or expedient in order to implement, finalise and give full effect to the aforesaid share buy-back with full powers to assent to any conditions, modifications, variations, and/or amendments as may be required or imposed by the relevant authorities and to do all such acts and things (including executing all documents) as the Board may deem fit and expedient in the best interest of the Company.”		 Ordinary Resolution 9
11 To transact any other business of which due notice shall be given in accordance with the Articles of Association of the Company and the Companies Act, 2016.  

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT
NOTICE IS HEREBY GIVEN, that a first and final dividend of 1.20 sen per share in respect of the financial year ended 31st December 2022 will be paid on 14th July 2023 to shareholders whose names appear on the Company’s Register of Depositors on 30th June 2023.

A Depositor shall qualify for entitlement to the dividend only in respect:-
a) Shares transferred into the Depositor’s Securities Account before 4.30pm on 30th June 2023 in respect of ordinary transfers; and
b) Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad.

BY ORDER OF THE BOARD
ABDUL AZIZ MOHAMED (LS 007370)
Secretary

Selangor Darul Ehsan
28th April 2023

 

Notes:
1. This is a fully virtual AGM. No shareholders/proxies are allowed to present at the broadcast venue. Please refer to the Administrative Guide for online registration.

2. Audited Financial Statements for the Year Ended 31st December 2022
This Agenda item is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act, 2016 does not require a formal approval of the shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward for voting by shareholders of the Company.

3. Appointment of Proxies
a. A proxy may but need not be a member of the Company.
b. To be valid the proxy form duly completed must be deposited at the at Mega Corporate Services Sdn Bhd, Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia or by email to AGM-support.trc@megacorp.com.my not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.
c. A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at the meeting.
d. A member holding more than one thousand (1,000) ordinary shares may appoint up to two (2) proxies to attend and vote at the meeting.
e. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
f. Where a member is an authorised nominee as defined under the Central Depositories Act, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.
g. If the appointer is a corporation, the proxy form must be executed under its Common Seal or under the hand of its attorney.
h. Only members whose names appears in the Record of Depositors as at 13th June 2023 will be entitled to attend and vote at the meeting.

4. Dividend Payment (Ordinary Resolution No. 1)
With reference to Section 131 of the Companies Act 2016, a company may only make a distribution to the shareholders out of profits of the company available if the company is solvent. On 19th April 2023 the Board of Directors had considered the amount of dividend and decided to recommend the same for the shareholders’ approval.

5. Payment of Directors Fees to the Non-Executive Directors (Ordinary Resolution No. 2)
Section 230(1) of the Companies Act 2016 provides amongst others that the fees of the directors payable to the directors of a listed company shall be approved at a general meeting.  During the financial year ended 31st December 2022, the Company has paid RM 300,000.00 as Directors’ fees to its Non-Executive Directors.

6. Payment of Directors’ Benefits (excluding Directors’ Fees) to the Non-Executive Directors (Ordinary Resolution No. 3)
The Company is seeking shareholders’ approval for the following payments of benefits to its Non-Executive Directors pursuant to Section 230(1) of the Companies Act 2016:-

Chairman to the Board of Directors RM62, 000.00
Chairman to the Audit and Risk Management Committee RM40, 000.00
Other emoluments RM5124.06
TOTAL RM 107,124.06

7. Authority for allotment of shares (Ordinary Resolution No. 8)
The proposed Ordinary Resolution No. 8 is a renewal of the General Mandate for the Directors to allot shares pursuant to Section 75 of the Companies Act, 2016.

The proposed Ordinary Resolution No. 8, if passed, will authorize the Directors of the Company, from the date of the above Annual General Meeting, to allot shares up to ten per centum (10%) of the issued and paid-up capital of the Company for the time being for such purposes as the Directors consider would be in the best interest of the Company. This authority, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next Annual General Meeting of the Company.

As at the date of this Notice, no new shares in the Company were allotted pursuant to the authority granted to the Directors at the Twenty Fifth Annual General Meeting held on 22th June 2022 and which will lapse at the conclusion of the Twenty Sixth Annual General Meeting to be held on 20nd June 2023.

The authority will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions.

The rationale for this resolution is to eliminate the need to convene separate general meeting(s) from time to time to seek Shareholder approval as and when the Company issues new shares and thereby reducing administrative time and costs associated with the convening of such meeting(s).

8. Proposed renewal of authority for the Company to purchase its own shares (Ordinary Resolution No. 9)
The proposed adoption of the Ordinary Resolution No. 9 is to renew the authority granted by the shareholders of the Company at the Annual General Meeting held on 22th June 2022 to empower the Directors of the Company to purchase not more than 10% of the issued and paid-up share capital of the Company for the time being, for such purposes as they consider would be in the best interest of the Company. This authority, unless revoked or varied at a general meeting will expire at the conclusion of the next Annual General Meeting of the Company. Further information is set out in the Share Buy-Back Statement dated 28th April 2023 which is dispatched together with the Notice of the Twenty Sixth Annual General Meeting.

NOTICE OF TWENTY SEVENTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Twenty Seventh Annual General Meeting of TRC Synergy Berhad (Registration No. 199601040839 (413192-D)) (“the Company”) will be held virtually at the broadcast venue at Board Room, 8th Floor, TRC Business Centre, Jalan Andaman Utama, 68000 Ampang, Selangor on Wednesday, the 26th June, 2024 at 10.30 a.m. for the purpose of transacting the following businesses:-

AGENDA
AS ORDINARY BUSINESS

1To receive and adopt Audited Financial Statements, Report of the Directors and Report of the Auditors thereon for the year ended 31st December 2023.(Please refer to Note 2)
2To approve the payment of first and final single tier dividend of 1.20 sen per share for the year ended 31st December 2023. (Please refer to Note 4) Ordinary Resolution 1
3To approve the payment of Directors’ fees in respect of the financial year ended 31st December 2023.

(Please refer to Note 5)		Ordinary Resolution 2
4To approve the payment of Directors’ benefits (other than Directors’ fees) to Non-Executive Directors in respect of the financial year ended 31st December 2023.

(Please refer to Note 6)		Ordinary Resolution 3
5To re-elect YABhg Tun Jeanne Binti Abdullah who shall retire as Director of the Company pursuant to Articles 84 of the Company’s Articles of Association.Ordinary
Resolution 4
6To re-elect YBhg Dato’ Sr. Abdull Manaf Bin Hj. Hashim who shall retire as Director of the Company pursuant to Articles 84 of the Company’s Articles of Association.Ordinary
Resolution 5
7To re-appoint Mazars PLT as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration.Ordinary Resolution 6

SPECIAL BUSINESS
To consider and if thought fit, to pass the following ordinary resolution, with or without modification:-

8Authority to allot shares pursuant to Section 75 and 76 of the Companies Act, 2016 and Waiver of Pre-Emptive Rights pursuant to Section 85 of the Companies Act 2016 and Clause 53 of the Company’s Articles of Association. (Please refer to Note 7)

“THAT subject always to the Companies Act, 2016 (“the Act”), the Articles of Association of the Company and approvals from Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other governmental/regulatory authorities, the Directors of the Company be and are hereby empowered, pursuant to Section 75 and 76 of the Act, to allot shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors of the Company may, in their absolute discretion, deem fit provided that the aggregate number of shares to be 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 of the Company be and are hereby 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 continue to be in force until the conclusion of the next Annual General Meeting of the Company.

AND THAT in connection with the above, pursuant to Section 85 of the Companies Act 2016 read together with Clause 53 of the Company’s Articles of Association, the shareholders of the Company do hereby waive their statutory pre-emptive rights over all new shares in the Company and such new shares when issued, to rank pari passu with existing issued shares in the Company.”		Ordinary Resolution 7
9Proposed renewal of authority for the company to purchase its own shares (Please refer to Note 8)

“THAT subject to compliance with all applicable rules, regulations and orders made pursuant to the Companies Act, 2016 (“Act”), provisions in the Company’s Memorandum and Articles of Association, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“MMLR”) and any other relevant authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of the company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the 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 centum (10%) of the issued and paid-up share capital of the Company as quoted on Bursa Securities as at the point of purchase;

(2)   the maximum fund to be allocated by the Company for the purpose of purchasing such number of ordinary shares shall not exceed the retained profit account of the Company. As at the financial year ended 31st December 2023, the audited retained profit of the Company stood at RM 7,348,850.83;

(3)  The renewal of authority conferred by this resolution will commence immediately upon passing of this resolution and will continue to be in force until:-

(a)  at the conclusion of the next AGM of the Company following the general meeting in which the authorization is obtained, at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed either unconditionally or subject to conditions; or
(b)  the expiration of the period within which the next AGM of the Company is required by law to be held; or
(c)  revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting.

whichever occurs first;

AND THAT upon completion of the purchase(s) of the ordinary shares of the Company, the Directors of the Company be and are hereby authorised to deal with the ordinary shares so purchased in the following manners:-

(a)  to cancel the ordinary shares so purchased; or
(b)  to retain the ordinary shares so purchased as treasury shares for distribution as dividend to shareholders and/or resell on Bursa Securities or subsequently cancel; or
(c)   to retain part of the ordinary shares so purchased as treasury shares and cancel the remainder; and
(d)  in any other manner prescribed by the Act, rules, regulations and orders made pursuant to the Act, the Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force.

AND THAT the Directors of the Company be and are hereby authorised to act and to take all such steps as they may deem necessary or expedient in order to implement, finalise and give full effect to the aforesaid share buy-back with full powers to assent to any conditions, modifications, variations, and/or amendments as may be required or imposed by the relevant authorities and to do all such acts and things (including executing all documents) as the Board may deem fit and expedient in the best interest of the Company.”		Ordinary Resolution 8
10To transact any other business of which due notice shall be given in accordance with the Articles of Association of the Company and the Companies Act, 2016. 

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS HEREBY GIVEN,that a first and final dividend of 1.20 sen per share in respect of the financial year ended 31st December 2023 will be paid on 15th July 2024 to shareholders whose names appear on the Company’s Register of Depositors on 28th June 2024.

A Depositor shall qualify for entitlement to the dividend only in respect:-

a) Shares transferred into the Depositor’s Securities Account before 4.30pm on 28th June 2024 in respect of ordinary transfers; and
b) Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad.

BY ORDER OF THE BOARD
ABDUL AZIZ MOHAMED (LS 007370)(SSM PC 201908003187)
Secretary

Selangor Darul Ehsan
30th April 2024

Notes:

1. This is a fully virtual AGM. No shareholders/proxies are allowed to present at the broadcast venue.
You have to register online https://vps.megacorp.com.my/ntX5Yq. Please refer to the Administrative Guide for online
registration.

2. Audited Financial Statements for the Year Ended 31st December 2023

This Agenda item is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act, 2016 does not require a formal approval of the shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward for voting by shareholders of the Company.

3. Appointment of Proxies

a. A proxy may but need not be a member of the Company.

b. To be valid the proxy form duly completed must be deposited at the at Mega Corporate Services Sdn Bhd, Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia or by email to AGM-support.TRC@megacorp.com.my not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.

c. A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at the meeting.

d. A member holding more than one thousand (1,000) ordinary shares may appoint up to two (2) proxies to attend and vote at the meeting.

e. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

f. Where a member is an authorised nominee as defined under the Central Depositories Act, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

g. If the appointer is a corporation, the proxy form must be executed under its Common Seal or under the hand of its attorney.

h. Only members whose names appears in the Record of Depositors as at 19th June 2024 will be entitled to attend and vote at the meeting.

4. Dividend Payment (Ordinary Resolution No. 1)

With reference to Section 131 of the Companies Act 2016, a company may only make a distribution to the shareholders out of profits of the company available if the company is solvent. On 23rd April 2024 the Board of Directors had considered the amount of dividend and decided to recommend the same for the shareholders’ approval.

5. Payment of Directors Fees to the Non-Executive Directors (Ordinary Resolution No. 2)

Section 230(1) of the Companies Act 2016 provides amongst others that the fees of the directors payable to the directors of a listed company shall be approved at a general meeting. During the financial year ended 31st December 2023, the Company has paid RM 300,000 as Directors’ fees to its Non-Executive Directors.

6. Payment of Directors’ Benefits (excluding Directors’ Fees) to the Non-Executive Directors (Ordinary Resolution No. 3)

The Company is seeking shareholders’ approval for the following payments of benefits to its Non-Executive Directors
pursuant to Section 230(1) of the Companies Act 2016:-

1Chairman to the Board of DirectorsRM 62,500
2Chairman to the Audit and Risk Management CommitteeRM 40,000
3Allowance RM 65,700
4Other emoluments RM 74,342
5TOTALRM 242,542

7. Authority for allotment of shares and Waiver of Pre-Emptive Rights pursuant to Section 85 of the Companies Act
2016 and Clause 53 of the Company’s Articles of Association (Ordinary Resolution No. 7)

The proposed Ordinary Resolution No. 7 is a renewal of the General Mandate for the Directors to allot shares pursuant to Section 75 and 76 of the Companies Act, 2016 and Waiver of Pre-Emptive Rights pursuant to Section 85 of the Companies Act 2016 and Clause 53 of the Company’s Articles of Association.

The proposed Ordinary Resolution No. 7, if passed, will authorize the Directors of the Company, from the date of the above Annual General Meeting, to allot shares up to ten per centum (10%) of the issued and paid-up capital of the Company for the time being for such purposes as the Directors consider would be in the best interest of the Company. This authority, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. By voting in favour of Ordinary Resolution No. 7, shareholders of the Company will agree to waive their pre-emptive rights under Section 85 of the Companies Act 2016 and read together with Clause 53 of the Company’s Articles of Association over all new shares to be allotted and issued by the Directors pursuant to this mandate.

As at the date of this Notice, no new shares in the Company were allotted pursuant to the authority granted to the Directors at the Twenty Sixth Annual General Meeting held on 20th June 2023 and which will lapse at the conclusion of the Twenty Seventh Annual General Meeting to be held on 26th June 2024.

The authority will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions.

The rationale for this resolution is to eliminate the need to convene separate general meeting(s) from time to time to seek Shareholder approval as and when the Company issues new shares and thereby reducing administrative time and costs associated with the convening of such meeting(s).

8. Proposed renewal of authority for the Company to purchase its own shares (Ordinary Resolution No. 8)

The proposed adoption of the Ordinary Resolution No. 8 is to renew the authority granted by the shareholders of the Company at the Annual General Meeting held on 20th June 2023 to empower the Directors of the Company to purchase not more than 10% of the issued and paid-up share capital of the Company for the time being, for such purposes as they consider would be in the best interest of the Company. This authority, unless revoked or varied at a general meeting will expire at the conclusion of the next Annual General Meeting of the Company. Further information is set out in the Share Buy-Back Statement dated 30th April 2024 which is dispatched together with the Notice of the Twenty Seventh Annual General Meeting.

NOTICE OF TWENTY-EIGHTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Twenty-Eighth Annual General Meeting of TRC Synergy Berhad (Registration No. 199601040839 (413192-D)) (“the Company”) will be held at Indah Ballroom, Flamingo Hotel, 5, Tasik Ampang, Jalan Hulu Kelang, 68000 Ampang, Selangor, on Tuesday, 24 June 2025, at 10:30 a.m. for the purpose of transacting the following business:-

AGENDA
AS ORDINARY BUSINESS

1To receive and adopt Audited Financial Statements, Report of the Directors and Report of the Auditors thereon for the year ended 31st December 2024.(Please refer to Note 2)
2To approve the payment of first and final single tier dividend of 0.70 sen per share for the year ended 31st December 2024. (Please refer to Note 3) Ordinary Resolution 1
3To approve the payment of Directors’ fees in respect of the financial year ended 31st December 2024.

(Please refer to Note 4)		Ordinary Resolution 2
4To approve the payment of Directors’ benefits (other than Directors’ fees) to Non-Executive Directors in respect of the financial year ended 31st December 2024.

(Please refer to Note 5)		Ordinary Resolution 3
5To re-elect YBhg Tan Sri Dato’ Sri Sufri bin Hj Mohd Zin who shall retire as Director of the Company pursuant to Articles 84 of the Company’s Articles of Association.Ordinary
Resolution 4
6To re-elect YBhg Tan Sri Dr Ahmad Kamarulzaman bin Ahmad Badaruddin who shall retire as Director of the Company pursuant to Articles 84 of the Company’s Articles of Association.Ordinary
Resolution 5
7To re-elect Puteri Liza Elli Sukma who shall retire as Director of the Company pursuant to Articles 91 of the Company’s Articles of Association.Ordinary
Resolution 6
8To re-appoint SBY Partners PLT as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration.Ordinary Resolution 7

SPECIAL BUSINESS
To consider and if thought fit, to pass the following ordinary resolution, with or without modification:-

9Authority to allot shares pursuant to Section 75 and 76 of the Companies Act, 2016 and Waiver of Pre-Emptive Rights pursuant to Section 85 of the Companies Act 2016 and Clause 53 of the Company’s Articles of Association. (Please refer to Note 6)

“THAT subject always to the Companies Act, 2016 (“the Act”), the Articles of Association of the Company and approvals from Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other governmental/regulatory authorities, the Directors of the Company be and are hereby empowered, pursuant to Section 75 and 76 of the Act, to allot shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors of the Company may, in their absolute discretion, deem fit provided that the aggregate number of shares to be 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 of the Company be and are hereby 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 continue to be in force until the conclusion of the next Annual General Meeting of the Company.

AND THAT in connection with the above, pursuant to Section 85 of the Companies Act 2016 read together with Clause 53 of the Company’s Articles of Association, the shareholders of the Company do hereby waive their statutory pre-emptive rights over all new shares in the Company and such new shares when issued, to rank pari passu with existing issued shares in the Company.”		Ordinary Resolution 8
10Proposed renewal of authority for the company to purchase its own shares (Please refer to Note 7)

“THAT subject to compliance with all applicable rules, regulations and orders made pursuant to the Companies Act, 2016 (“Act”), provisions in the Company’s Memorandum and Articles of Association, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“MMLR”) and any other relevant authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of the company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the 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 centum (10%) of the issued and paid-up share capital of the Company as quoted on Bursa Securities as at the point of purchase;

(2)   the maximum fund to be allocated by the Company for the purpose of purchasing such number of ordinary shares shall not exceed the retained profit account of the Company. As at the financial year ended 31st December 2024, the audited retained profit of the Company stood at RM 7,050,550.20;

(3)  The renewal of authority conferred by this resolution will commence immediately upon passing of this resolution and will continue to be in force until:-

(a)  at the conclusion of the next AGM of the Company following the general meeting in which the authorization is obtained, at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed either unconditionally or subject to conditions; or
(b)  the expiration of the period within which the next AGM of the Company is required by law to be held; or
(c)  revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting.

whichever occurs first;

AND THAT upon completion of the purchase(s) of the ordinary shares of the Company, the Directors of the Company be and are hereby authorised to deal with the ordinary shares so purchased in the following manners:-

(a)  to cancel the ordinary shares so purchased; or
(b)  to retain the ordinary shares so purchased as treasury shares for distribution as dividend to shareholders and/or resell on Bursa Securities or subsequently cancel; or
(c)   to retain part of the ordinary shares so purchased as treasury shares and cancel the remainder; and
(d)  in any other manner prescribed by the Act, rules, regulations and orders made pursuant to the Act, the Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force.

AND THAT the Directors of the Company be and are hereby authorised to act and to take all such steps as they may deem necessary or expedient in order to implement, finalise and give full effect to the aforesaid share buy-back with full powers to assent to any conditions, modifications, variations, and/or amendments as may be required or imposed by the relevant authorities and to do all such acts and things (including executing all documents) as the Board may deem fit and expedient in the best interest of the Company.”		Ordinary Resolution 9
11To transact any other business of which due notice shall be given in accordance with the Articles of Association of the Company and the Companies Act, 2016. 

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS HEREBY GIVEN,that a first and final dividend of 0.70 sen per share in respect of the financial year ended 31st December 2024 will be paid on 14th July 2025 to shareholders whose names appear on the Company’s Register of Depositors on 30th June 2025.

A Depositor shall qualify for entitlement to the dividend only in respect:-

a) Shares transferred into the Depositor’s Securities Account before 4.30pm on 30th June 2025 in respect of ordinary transfers; and
b) Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad.

BY ORDER OF THE BOARD
ABDUL AZIZ MOHAMED (LS 007370)
Secretary

Selangor Darul Ehsan
30th April 2025

Notes:

1. Audited Financial Statements for the Year Ended 31 December 2024
This Agenda item is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act, 2016 does not require a formal approval of the shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward for voting by shareholders of the Company.

2. Appointment of Proxies

a. A proxy may but need not be a member of the Company.

b. To be valid the proxy form duly completed must be deposited at the at Mega Corporate Services Sdn Bhd, Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia or by email to megasharereg@megacorp.com.my not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.
     
c. A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at the meeting.
   
d. A member holding more than one thousand (1,000) ordinary shares may appoint up to two (2) proxies to attend and vote at the meeting.

e. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

f. Where a member is an authorised nominee as defined under the Central Depositories Act, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.
   
g. If the appointer is a corporation, the proxy form must be executed under its Common Seal or under the hand of its attorney.

h. Only members whose names appears in the Record of Depositors as at 18th June 2025 will be entitled to attend and vote at the meeting.

3. Dividend Payment (Ordinary Resolution No. 1)

With reference to Section 131 of the Companies Act 2016, a company may only make a distribution to the shareholders out of profits of the company available if the company is solvent. On 22 April 2025 the Board of Directors had considered the amount of dividend and decided to recommend the same for the shareholders’ approval.

4. Payment of Directors Fees to the Non-Executive Directors (Ordinary Resolution No. 2)

Section 230(1) of the Companies Act 2016 provides amongst others that the fees of the directors payable to the directors of a listed company shall be approved at a general meeting. During the financial year ended 31 December 2024, the Company has paid RM270,000.00 as Directors’ fees to its Non-Executive Directors.

5. Payment of Directors’ Benefits (excluding Directors’ Fees) to the Non-Executive Directors (Ordinary Resolution No. 3)

The Company is seeking shareholders’ approval for the following payments of benefits to its Non-Executive Directors
pursuant to Section 230(1) of the Companies Act 2016:-

1Chairman to the Board of DirectorsRM 58,800
2Chairman to the Audit and Risk Management CommitteeRM 37,300
3Allowance RM 62,400.00
4Other emoluments RM 193,842
5TOTALRM 352,342

6. Authority for allotment of shares and Waiver of Pre-Emptive Rights pursuant to Section 85 of the Companies Act
2016 and Clause 53 of the Company’s Articles of Association (Ordinary Resolution No. 8)

The proposed Ordinary Resolution No. 8 is a renewal of the General Mandate for the Directors to allot shares pursuant to Section 75 and 76 of the Companies Act, 2016 and Waiver of Pre-Emptive Rights pursuant to Section 85 of the Companies Act 2016 and Clause 53 of the Company’s Articles of Association.

The proposed Ordinary Resolution No. 8, if passed, will authorize the Directors of the Company, from the date of the above Annual General Meeting, to allot shares up to ten per centum (10%) of the issued and paid-up capital of the Company for the time being for such purposes as the Directors consider would be in the best interest of the Company. This authority, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. By voting in favour of Ordinary Resolution No. 8, shareholders of the Company will agree to waive their pre-emptive rights under Section 85 of the Companies Act 2016 and read together with Clause 53 of the Company’s Articles of Association over all new shares to be allotted and issued by the Directors pursuant to this mandate.

As at the date of this Notice, no new shares in the Company were allotted pursuant to the authority granted to the Directors at the Twenty-Seventh Annual General Meeting held on 26 June 2024 and which will lapse at the conclusion of the Twenty-Eighth Annual General Meeting to be held on 24 June 2025.

The authority will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions.

The rationale for this resolution is to eliminate the need to convene separate general meeting(s) from time to time to seek Shareholder approval as and when the Company issues new shares and thereby reducing administrative time and costs associated with the convening of such meeting(s).

7. Proposed renewal of authority for the Company to purchase its own shares (Ordinary Resolution No. 9)

The proposed adoption of the Ordinary Resolution No. 9 is to renew the authority granted by the shareholders of the Company at the Annual General Meeting held on 26 June 2024 to empower the Directors of the Company to purchase not more than 10% of the issued and paid-up share capital of the Company for the time being, for such purposes as they consider would be in the best interest of the Company. This authority, unless revoked or varied at a general meeting will expire at the conclusion of the next Annual General Meeting of the Company. Further information is set out in the Share Buy-Back Statement dated 30 April 2025 which is dispatched together with the Notice of the Twenty-Eighth Annual General Meeting.