| Type of Meeting | Extraordinary |
| Indicator | Outcome of Meeting |
| Date of Meeting | 22 Dec 2025 |
| Time | 10:00 AM |
| Venue(s) | Eugenia Ballroom Palm Garden Golf Club IOI Resort City 62502 Putrajaya MalaysiaRemote Participation and Voting facilities at https://www.dvote.my operated by Dvote Services Sdn Bhd (Domain Registration No. with MYNIC: D6A434007) Malaysia |
| Outcome of Meeting | The Board of Directors of Lotus Circular Berhad (“the Company”) wishes to announce that all resolutions set out in the Notice of Extraordinary General Meeting (“EGM”) of the Company dated 5 December 2025 were duly passed by the shareholders at the EGM held on Monday, 22 December 2025. All resolutions put to the EGM were decided by way of electronic poll voting. The results of the poll were validated by Securities Services (Holdings) Sdn. Bhd., the independent scrutineer appointed by the Company. Please refer to the attachment for details of the outcome. This announcement is dated 22 December 2025. |
| Voting Results | ||
| 1. ORDINARY RESOLUTION 1 | ||
| Description | PROPOSED ACQUISITIONS BY LCB OF THE ENTIRE EQUITY INTEREST IN EARTHWISE RESOURCES SDN BHD (“EARTHWISE”) FROM LOTUS ESSENTIAL SDN BHD (“LESB”) AND THE ENTIRE EQUITY INTEREST IN EXPERT RESOURCE MANAGEMENT SDN BHD (“EXPERT”) FROM DATUK WONG SAK KUAN (“DWSK”), CHEN, JIANHUA (“CJH”) AND LEE WAI FUN (“LWF”) FOR A TOTAL PURCHASE CONSIDERATION OF RM100,000,000 (“PURCHASE CONSIDERATION”) TO BE SATISFIED VIA A COMBINATION OF CASH CONSIDERATION OF RM35,011,000 (“CASH CONSIDERATION”) AND THE ISSUANCE OF 156,600,000 NEW ORDINARY SHARES IN LCB (“CONSIDERATION SHARES”) AT AN ISSUE PRICE OF RM0.415 PER CONSIDERATION SHARE (“ISSUE PRICE”) (“PROPOSED ACQUISITIONS”) | |
| Shareholder’s Action | For Voting | |
| Voted | For | Against |
| No. of Shareholders | 44 | 2 |
| No. of Shares | 17,769,767 | 824,500 |
| % of Voted Shares | 95.5658 | 4.4342 |
| Result | Accepted | |
| 2. ORDINARY RESOLUTION 2 | ||
| Description | PROPOSED EXEMPTION FOR DWSK, LESB AND THE PERSONS ACTING IN CONCERT WITH THEM (WHO HOLD SHARES IN LCB CURRENTLY OR UPON ISSUANCE OF THE CONSIDERATION SHARES OR WHO IS THE DIRECTOR OF LCB PURSUANT TO SUBSECTION 216(2) OR 216(3) OF THE CAPITAL MARKETS AND SERVICES ACT 2007 (“CMSA”)), NAMELY CJH, LWF, YAU MING TECK AND WONG YU PERNG (COLLECTIVELY REFERRED TO AS “PACS”) UNDER SUBPARAGRAPH 4.08(1)(A) OF THE RULES ON TAKE-OVERS, MERGERS AND COMPULSORY ACQUISITIONS ISSUED BY THE SECURITIES COMMISSION MALAYSIA (“SC”) PURSUANT TO SECTION 377 OF THE CMSA (“RULES”) FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER FOR THE REMAINING ORDINARY SHARES IN LCB NOT ALREADY OWNED BY THEM (“MANDATORY OFFER”) UPON ISSUANCE OF THE CONSIDERATION SHARES (“PROPOSED EXEMPTION”) | |
| Shareholder’s Action | For Voting | |
| Voted | For | Against |
| No. of Shareholders | 43 | 3 |
| No. of Shares | 17,729,767 | 864,500 |
| % of Voted Shares | 95.3507 | 4.6493 |
| Result | Accepted | |
| 3. ORDINARY RESOLUTION 3 | ||
| Description | PROPOSED NEW SHAREHOLDERS’ MANDATE FOR NEW RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE AND/OR TRADING NATURE FOLLOWING THE COMPLETION OF THE PROPOSED ACQUISITIONS (“PROPOSED NEW SHAREHOLDERS’ MANDATE”) | |
| Shareholder’s Action | For Voting | |
| Voted | For | Against |
| No. of Shareholders | 45 | 2 |
| No. of Shares | 29,093,973 | 824,500 |
| % of Voted Shares | 97.2442 | 2.7558 |
| Result | Accepted | |
Please refer attachment below.
Attachment: