The board of S&P International Holding Limited has issued a circular convening its 2026 annual general meeting (AGM) for 29 May 2026 in Petaling Jaya, Malaysia. Key resolutions to be put before shareholders include fresh general mandates for share issuance and repurchases, re-election of three directors, and the re-appointment of auditors.

Share issuance mandate • Directors seek authority to allot and issue up to 216.00 million new shares, representing 20% of the company’s 1.08 billion issued shares as at 23 April 2026 (latest practicable date). • The mandate would remain effective until the next AGM, expiry of the statutory period or revocation by shareholders, whichever occurs first.

Share repurchase mandate • The board is also requesting approval to repurchase up to 108.00 million shares, equal to 10% of issued capital. • Any shares bought back could be used to extend the issuance mandate, subject to shareholder approval.

Major shareholdings and Takeovers Code impact • TYJ Holding Limited, wholly owned by Managing Director Tang Koon Fook, holds 560.36 million shares (51.89%). • Trinity Holding Limited, wholly owned by Executive Director Lee Sieng Poon, holds 225.75 million shares (20.90%). • A full exercise of the buyback mandate would raise their respective interests to approximately 57.65% and 23.22%, but would not trigger a mandatory general offer under Hong Kong’s Takeovers Code.

Board changes • Executive Directors Yap Boon Teong and Wong Yuen Lee, and Independent Non-Executive Director Lee King Fui, will retire by rotation and offer themselves for re-election. • Their latest annual remuneration amounted to RM 394,118, RM 322,758 and RM 46,124 respectively. • The Nomination Committee supports all three re-elections, having confirmed Mr Lee’s independence.

Auditor re-appointment • Shareholders will vote on re-appointing Forvis Mazars PLT as independent auditors for the financial year ending 31 December 2026.

Logistics • The shareholder register will close from 26–29 May 2026; only shareholders on record as of 26 May 2026 may vote. • Proxy forms must be lodged at Boardroom Share Registrars (HK) by 10:00 a.m. on 27 May 2026. • All AGM resolutions will be decided by poll, and results will be released via the Hong Kong Stock Exchange.

If all proposals pass, S&P International will maintain financial flexibility for equity financing and capital management while affirming continuity in its board and audit oversight.