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, 8^th Floor, TRC Business Centre, Jalan Andaman Utama, 68000 Ampang, Selangor on Tuesday, the 20^th June, 2023 at 10.30 a.m. for the purpose of transacting the following businesses:-

 AGENDA 
AS ORDINARY BUSINESS

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

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 31^st December 2022 will be paid on 14^th July 2023 to shareholders whose names appear on the Company’s Register of Depositors on 30^th 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 30^th 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
28^th 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 31^st 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 13^th 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 19^th 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 31^st 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:-

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 22^th June 2022 and which will lapse at the conclusion of the Twenty Sixth Annual General Meeting to be held on 20^nd 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 22^th 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 28^th April 2023 which is dispatched together with the Notice of the Twenty Sixth Annual General Meeting.