Megan Holdings Proposes Dual-Class Share Structure Granting CEO 50x Voting Power Per Share

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The proposed dual-class share structure, if approved, will fundamentally alter Megan Holdings Ltd.'s corporate governance by granting Class B Ordinary Shares 50 votes per share compared to 1 vote per Class A Ordinary Share. Star Sprite Limited, 100% controlled by CEO Hoo Wei Sern and currently holding over 66% of issued shares, will have a significant portion of its holdings redesignated as Class B shares, ensuring Hoo Wei Sern maintains substantial voting control. This move significantly dilutes the voting power of other shareholders and entrenches management, which is generally viewed negatively by institutional investors and can impact the company's valuation and appeal to minority shareholders.

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• Dual-Class Share Structure Proposed

  Shareholders will vote on adopting a dual-class share capital structure, introducing Class A Ordinary Shares with one vote and Class B Ordinary Shares with fifty votes per share.

• CEO Gains Enhanced Voting Control

  Star Sprite Limited, which is 100% controlled by CEO Hoo Wei Sern and currently holds over 66% of the company's issued shares, will have 5,000,000 of its shares redesignated as Class B Ordinary Shares, granting the CEO disproportionate voting power.

• Share Redesignation

  Existing ordinary shares will be redesignated into Class A and Class B shares, formalizing the new voting structure and concentrating control.

• New Articles of Association

  The company plans to adopt a second amended and restated memorandum and articles of association to reflect the new share structure and voting rights.

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The proposed dual-class share structure, if approved, will fundamentally alter Megan Holdings Ltd.'s corporate governance by granting Class B Ordinary Shares 50 votes per share compared to 1 vote per Class A Ordinary Share. Star Sprite Limited, 100% controlled by CEO Hoo Wei Sern and currently holding over 66% of issued shares, will have a significant portion of its holdings redesignated as Class B shares, ensuring Hoo Wei Sern maintains substantial voting control. This move significantly dilutes the voting power of other shareholders and entrenches management, which is generally viewed negatively by institutional investors and can impact the company's valuation and appeal to minority shareholders.