AGRZ · Agroz Inc. Ordinary Shares

Agroz Inc. has convened an Extraordinary General Meeting (EGM) to be held on May 22, 2026, soliciting shareholder approval for significant structural changes to the company's equity capital and governance documents. The most impactful proposal involves a substantial increase in authorized share capital from US$11,500 to US$102,000. This restructuring entails re-designating existing ordinary shares into Class A Ordinary Shares and creating a significant block of 900,000,000 new Class A shares and 5,000,000 Class B shares. This expansion of authorized capital provides the company with considerable capacity for future equity financing, acquisitions, or other corporate purposes, though it may imply potential dilution risks for existing shareholders.

Concurrently, the company is seeking approval for a reverse share split (consolidation) of its Class A and Class B Ordinary Shares within a broad range of 2-to-1 to 20-to-1. The discretion to determine the exact ratio is delegated to the Board of Directors. Reverse splits are typically executed to meet minimum share price requirements for stock exchange listing compliance or to make the share price more attractive to institutional investors. The wide proposed range suggests the company is preserving flexibility to address market conditions or specific exchange requirements at the time of implementation.

Shareholders will also vote on adopting Second Amended and Restated Memorandum and Articles of Association, likely reflecting the new share structure and classification rights. The Board unanimously recommends voting 'FOR' all resolutions. The meeting will be accessible both physically at the Company's Cayman Islands counsel's office and virtually via Zoom, with proxy voting options available for shareholders unable to attend.