Annual General Meeting

REXIT BERHAD (Company No. 200401029606 (668114-K))

(Incorporated in Malaysia)


SUMMARY OF THE KEY MATTERS DISCUSSED AT THE NINETEENTH (19TH) ANNUAL GENERAL MEETING OF THE COMPANY
Greens 3 (Sports Wing) Club House

Tropicana Golf & Country Resort, Jalan Kelab Tropicana,

47410 Petaling Jaya,

Selangor Darul Ehsan

Tuesday, 28/11/2023
9.30 AM
AGENDA OF THE 19TH AGM

The Chairman then proceeded with items of the agenda set out in the Notice of the 19th AGM.

The Chairman informed that the Audited Financial Statements for the financial year ended 30 June 2023 and the Reports of Directors and Auditors thereon were circulated to all the shareholders of the Company within the statutory period.

QUESTION & ANSWER SESSION

The Chairman then opened to the floor for questions. In summary, the questions raised by the shareholders/proxies and responses from Datuk Chung were as follows:-

  • Future Direction/Plan of the Company
    The Company is still very much an insurance service provider. The Company will continue to focus on creating new products and enhancing its products for current customers and getting new customers in the insurance industry.
  • The strategies of the Company
    The Company is a software company focused on the insurance market. The Company does not just develop the software, but it also manages and operates the software which is different from many other software companies which only develop the software for sale.
  • Corporate profile (e-Cover, e-PPA, infoGuardian and overseas operations)
    When the Company started off, its main focus was on the general insurance market. Over the years, the Company has expanded its scope of business with:
    • the acquisition of the InfoGuardian software to provide some services to banks ;
    • the development of the e-PPA which is a unique software that allows the unit trust companies to connect to Employees Provident Fund (“EPF”) for the submission of unit trust investment and redemption applications; and
    • - the development and management of the mySalam portal, an initiative started by the Government of Malaysia to provide insurance for the B40 household. The mySalam contract has been renewed for one year until 31 December 2024.
  • Trade receivables and revenues
    In reply to the query on the large amount of trade receivables as of the financial year ended 30 June 2023, Datuk Chung clarified that this was due to the billing cycles of certain clients who are billed on a quarterly basis and some on a yearly basis depending on the contract terms.
  • Treasury shares
    In response to the query, Datuk Chung explained that aside from treasury shares, the Company did not buy any shares in the open market.
  • Deferred tax assets / (liabilities)
    The deferred tax of Rexit Solutions has not been utilised because it is not probable that the future taxable profits will be available against which the deferred tax asset can be utilised.

    • There being no other questions from the shareholders/proxies, the Chairman declared the closure of the Question & Answer Session.

    Thereafter, the Chairman proceed to table six (6) Ordinary Resolutions to the Meeting for the consideration and approval of the shareholders.

    VOTING

    The Company Secretary briefed the floor on the polling procedures. Thereafter, the shareholders and proxies proceeded to cast their vote accordingly. After the requisite time provided, the Chairman then declared the polling closed. The Chairman informed that the verification of the votes by the scrutineer would take 20 minutes and the Meeting will resume at 10.23 a.m. for the declaration of voting results.

    POLL RESULTS

    The meeting resumed at 10.23 a.m. and after obtaining the report from the scrutineer, the Chairman announced the results of the poll as follows:-

    Based on the above results, the Chairman declared that the following resolutions as CARRIED and RESOLVED:-

    “That Datuk Chung Hon Cheong retiring pursuant to Article 131 of the Company’s Constitution, be re-elected as Director of the Company.”

    “That Mr. Kuah Hun Liang retiring pursuant to Article 131 of the Company’s Constitution, be re-elected as Director of the Company.”

    “That the payment of Directors’ fees of up to RM144,000 and Directors’ benefits of up to RM8,000 from 29 November 2023 until the next AGM of the Company be hereby approved.”

    “That Messrs. Ecovis Malaysia PLT be and hereby re-appointed as Auditors of the Company at a fee to be agreed upon with the Directors of the Company and they shall hold office until the conclusion of the next AGM.”

    “That, subject to the Companies Act 2016 (“the Act”), the Constitution of the Company and the approvals from Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other governmental/regulatory authorities, where such approval is necessary, the Directors be and are hereby empowered pursuant to Section 75 and Section 76 of the Act, to issue shares in the Company, from time to time and upon such terms and conditions and for such purposes the Directors may deem fit and expedient in the interest of the Company, provided that the aggregate of number of shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being and that such authority shall continue to be in force until the conclusion of the next AGM of the Company.

    And further that, pursuant to Section 85 of the Act read together with Article 49 of the Company’s Constitution, approval be and is hereby given to waive the statutory pre-emptive rights of the shareholders of the Company and to offer new shares arising from the issuance and allotment of the new shares pursuant to Sections 75 and 76 of the Act and that the Board of Directors of the Company is exempted from the obligation to offer such new shares ¬first to the existing shareholders of the Company.”

    “That subject to the Act, the Constitution of the Company, the Listing Requirements of Bursa Securities for the ACE Market and the approval of such relevant governmental and/or regulatory authorities where necessary, the Company be and is hereby authorised to purchase its own shares (“Shares”) on the ACE Market of Bursa Securities at any time, upon such terms and conditions as the Directors shall in their discretion deem fit and expedient in the best interests of the Company provided that:

    1. the aggregate number of Shares which may be purchased pursuant to this resolution does not exceed 10% of the total number of issued shares of the Company at the time of purchase; and
    2. the maximum funds to be allocated by the Company for the purchase of Shares shall not exceed the total retained profits of the Company at the time of the said purchase;

    That, upon the purchase by the Company of its own Shares, the Board be and are hereby authorised to:-

    1. cancel all or part of the Shares so purchased; and/or
    2. retain all or part of the Shares so purchased as Treasury Shares; and/or
    3. distribute the Treasury Shares as share dividends to the Company’s shareholders for the time being and/or resell the Treasury Shares on Bursa Securities.

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

    whichever occurs first, but not so as to prejudice the completion of purchase by the Company before the aforesaid expiry date and in any event, in accordance with the provisions of the guidelines issued by Bursa Securities and any other relevant authority;

    And that, authority be and is hereby given to the Directors of the Company and/or any one 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 conditions, modifications, variations and/or amendments (if any) as the Directors in their discretion deem it and expedient to give effect to the aforesaid purchase contemplated and/or authorised by this Ordinary Resolution.”

    CLOSURE OF MEETING

    There being no other business, the meeting ended at 10.30 a.m. with a vote of thanks to the Chair.