TOP GLOVE CORPORATION BHD

[Registration No.: 199801018294 (474423-X)]

(Incorporated in Malaysia)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting ("EGM") of Top Glove Corporation Bhd ("Top Glove" or "Company") will be conducted virtually for the purpose of considering and if thought fit, passing with or without modifications, the resolutions set out in this notice:

Day and Date

:

Wednesday, 8 December 2021

Time

:

10:30 a.m.

Broadcast Venue

:

TG Grand Ballroom

Level 9, Top Glove Tower, 16, Persiaran Setia Dagang, Setia Alam,

Seksyen U13, 40170 Shah Alam, Selangor Darul Ehsan, Malaysia

(Members/Proxies/Corporate Representatives will not be allowed to be physically present at the

Broadcast Venue)

Online Meeting Platform

:

Securities Services ePortal: https://sshsb.net.my/

Modes of Communication

:

1. Typed text in the Online Meeting Platform

2. Email your questions to topglovecosec@topglove.com.myprior to the EGM

ORDINARY RESOLUTION

PROPOSED ISSUANCE OF UP TO 793,500,000 NEW ORDINARY SHARES IN TOP GLOVE ("TOP GLOVE SHARES") RAISING UP TO HKD4.24 BILLION (EQUIVALENT OF APPROXIMATELY UP TO RM2.27 BILLION), THROUGH A GLOBAL OFFERING (INCLUDING AN OVER-ALLOTMENT OPTION, IF EXERCISED IN FULL) IN CONNECTION WITH THE LISTING OF TOP GLOVE ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED ("HKEX") ("PROPOSED ISSUANCE OF NEW SHARES")

"THAT subject to the passing of the Special Resolution and the approvals of all relevant authorities and/or parties being obtained (where required) in respect of the Proposed Issuance of New Shares, approval be and is hereby given to the Company to allot and issue up to 793,500,000 new Top Glove Shares raising up to HKD4.24 billion (equivalent of approximately RM2.27 billion) through a global offering of new Top Glove Shares ("Global Offering") (including up to 103,500,000 new Top Glove Shares which may be issued pursuant to any exercise of the Over-allotment Option (as defined herein), in connection with the listing of Top Glove on the Main Board of HKEX.

THAT the over-allotment option comprises up to 103,500,000 additional new Top Glove Shares, representing not more than 15% of the total number of new Top Glove Shares to be initially offered under the Global Offering of up to 690,000,000 new Top Glove Shares ("Over-allotmentOption").

THAT the new Top Glove Shares to be issued pursuant to the Proposed Issuance of New Shares shall, upon issuance and allotment, rank equally in all respects with the existing issued Top Glove Shares. However, the new Top Glove Shares will not be entitled to any dividends, rights, allotments and/or other distributions unless such new Top Glove Shares were issued on or prior to the entitlement date of such dividends, rights, allotments and/or other distributions.

THAT the Board of Directors of Top Glove ("Board") be and is hereby authorised to use the proceeds to be raised from the Proposed Issuance of New Shares for the purposes set out in the circular to the shareholders dated 16 November 2021 ("Circular"), and the Board be authorised with full powers to vary the manner and/or purpose of the utilisation of such proceeds in such manner as the Board shall in its absolute discretion deem fit, necessary, expedient and/or appropriate and in the best interest of Top Glove, subject to the approvals of relevant authorities (where required) being obtained.

AND THAT the Board be and is hereby empowered and authorised to do all acts, deeds and things and execute, sign, deliver and cause to be delivered on behalf of Top Glove all such documents and/or arrangement (including, without limitations, the affixing of Top Glove's share seal) as may be necessary to give effect and complete the Proposed Issuance of New Shares and to assent to any conditions, modifications, variations and/or amendments in any manner as may be required by the relevant authorities or as the Board may deem necessary in the best interest of Top Glove and to take such steps as they may deem necessary or expedient in order to implement, finalise, and give full effect and to complete the Proposed Issuance of New Shares."

SPECIAL RESOLUTION

PROPOSED AMENDMENTS TO THE CONSTITUTION OF THE COMPANY TO FACILITATE THE IMPLEMENTATION OF THE DUAL PRIMARY LISTING OF AND QUOTATION FOR THE ENTIRE TOP GLOVE SHARES ON THE MAIN BOARD OF HKEX ("PROPOSED CONSTITUTION AMENDMENTS")

"THAT, subject to the passing of Ordinary Resolution and the approvals of all relevant authorities and/or parties being obtained (where required) in respect of the Proposed Issuance of New Shares, approval be and is hereby given to the Company to amend the Constitution of the Company in the manner set out in the Appendix II of the Circular dated 16 November 2021 in order to align the Constitution with the provisions of the relevant laws, listing rules and regulations in Hong Kong.

AND THAT the Board be and is hereby authorised to give effect to the Proposed Constitution Amendments with full power to assent to any conditions, modifications, variations and/or amendments as may be required by the relevant authorities and to do all such acts as it may consider necessary or expedient in the best interest of the Company to give effect to the Proposed Constitution Amendments."

By Order of the Board

CHUA SIEW CHUAN

CHIN MUN YEE

LIM KEAT SEE

SSM PC No.: 201908002648

SSM PC No.: 201908002785

SSM PC No.: 201908001159

MAICSA No.: 0777689

MAICSA No.: 7019243

MAICSA No.: 7020290

Chartered Secretary

Chartered Secretary

Chartered Secretary

Shah Alam

16 November 2021

Notes:

  1. The EGM will be conducted virtually through live streaming and online remote voting via the Remote Participation and Voting ("RPV") facilities to be provided by SS E Solutions Sdn. Bhd. via Securities Services ePortal's platform at https://sshsb.net.my/.Please follow the procedures provided in the Administrative Details for the EGM in order to register, participate and vote remotely via the RPV facilities.
  2. The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 and Article 64A of the Company's Constitution which require the Chairman of the Meeting to be present at the main venue of the Meeting. Members/proxies/ corporate representatives will not be allowed to be physically present at the Broadcast Venue.
  3. In respect of deposited securities, only members whose names appear in the Record of Depositors on 2 December 2021 (General Meeting Record of Depositors) shall be eligible to participate in the EGM.
  4. A member of the Company entitled to participate and vote at the EGM is entitled to appoint not more than two (2) proxies to participate, speak and vote in his/her stead. A proxy may but need not be a member of the Company and a member may appoint any person to be his/ her proxy. There shall be no restriction as to the qualification of the proxy. A proxy appointed by the member shall have the same rights as the member to participate, speak and vote at the EGM. The members or their proxies or their corporate representatives may submit questions to the Company at topglovecosec@topglove.com.myprior to the EGM or via real time submission of typed texts through a text box within Securities Services ePortal's platform during live streaming of the EGM as the primary mode of communication. In the event of any technical glitch in the primary mode of communication, shareholders, proxies and corporate representatives may email their questions to eservices@sshsb.com.myduring the EGM.
  5. Where a holder appoints more than one (1) proxy, the appointment shall be invalid unless he/she specifies the proportion of his/her shareholdings to be represented by each proxy.
  6. The instrument appointing a proxy or representative and the duly registered power of attorney or other authority, if any, shall be in writing under the hand of the appointor or his/her attorney duly appointed under a Power of Attorney or, if such appointor is a corporation, either under its seal or under the hand of an officer or attorney duly appointed under a Power of Attorney.
  7. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) 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.
  8. The instrument appointing a proxy may be made via hardcopy or by electronic means in the following manner and must be received by the Company not less than forty-eight (48) hours before the time appointed for holding the EGM or at any adjournment thereof:
    1. In Hardcopy Form
      The proxy form shall be deposited at the Share Registrar's office, Securities Services (Holdings) Sdn. Bhd. at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan, Malaysia.
    2. By Electronic Means
      The proxy form shall be electronically lodged via Securities Services ePortal's platform at https://sshsb.net.my/or by fax to +603 2094 9940 or by email to eservices@sshsb.com.my.

Personal Data Privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to participate and vote at the EGM 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 EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (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.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Top Glove Corporation Bhd published this content on 08 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 December 2021 05:21:07 UTC.