Shareholder Communication and Corporate Disclosure Policy

1. Objective

Mikro Msc Berhad (the “Company”) is committed to enhancing long-term shareholder value through regular communication with its shareholders, individual or company (collectively termed as the Shareholders).

To this end, the Company strives to ensure that all Shareholders have ready and timely access to all publicly available information of the Company. The Company sets out in this Policy the framework that it has put in place to promote effective communication with Shareholders so as to enable them to engage actively with the Company and exercise their rights as shareholders in an informed manner.

In addition, the Company is subject to a number of legal, listing authority and stock exchange requirements with regard to disclosure information, especially price-sensitive information. Price-sensitive information is information which if disclosed to the public would likely affect the price of a company’s shares. It is necessary to take account of these requirements in the context of investor relations, as breaches could lead to the Company suffering severe penalties, and could expose the individuals involved to civil or criminal liability.

2. Communication With Shareholders

i) Shareholders’ meetings

The annual general meetings and other general meetings of the Company are the primary forum for communication with Shareholders and for Shareholder participation.

The Company encourages Shareholders to participate in shareholders’ meetings physically or to appoint proxies to attend and vote at such meetings for and on their behalf if they are unable to attend.

Notices of general meetings and the accompanying papers are provided within 28 days prior to the meetings on the websites of the Company (http://www.itmikro.com/News), via Bursa Malaysia (http://www.bursamalaysia.com/) and by post to Shareholders.

Shareholders’ meetings are held at a convenient location where the Chairman of the Board of the Company, Chairmen of Board committees, Directors and representative from the auditor would be present and are available to answer questions from Shareholders.

ii) Financial and other reportings

The Company reports operating results on a quarterly basis and produces interim and annual reports in accordance with the Ace Market Listing Requirements (“AMLR”) of Bursa Malaysia Securities Berhad (“Bursa”).

From time to time, the Company communicates other information to Shareholders by way of Company announcement and/or circular, in compliance with the Regulatory Requirements or otherwise.

3. Communication With The Company

Shareholders may, at any time, direct questions, request for publicly available information and provide comments and suggestions to Directors or management of the Company. Such questions, requests and comments can be addressed to the Company Secretary of the Company by mail to No. 1, Jalan TP 7/7, Sime UEP Industrial Park, 40400 Shah Alam, Selangor or by email to mikro@itmikro.com.

4. Authorised Spokesperson

i) Press releases,  media conferences and investor briefing

The primary authorised spokesperson responsible for communicating the Company information to the investing public is the Managing Director

In the absence of the Managing Director the following person(s) may be the spokesperson:-

  • Executive Director

ii) Bursa Malaysia Announcements

Primary authorized spokespersons responsible for communicating Company information for matters relating to, inter alia, compliance with the securities law and Bursa Malaysia Listing Requirements will be the;

  • Managing Director; or
  • Company Secretary

These spokespersons may, from time to time, designate others to speak on behalf of the Company or to respond to specific inquiries, where doing so facilitates effective communication with the Bursa Malaysia or Securities Commission. Generally, however, such designations will be limited to the:

  • Finance Manager

The Company Secretary will seek the Independent Directors’ support for all Bursa Malaysia announcements.

Employees other than authorized spokespersons should not respond to requests for Company information from Bursa Malaysia or Securities Commission unless specifically asked to do so by an authorized spokesperson. Any such requests should be referred to an authorized spokesperson. It is not the intent of this Guide to restrict employees from speaking at conferences or to outside parties where doing so serves the Company’s business purpose. However, when doing so, employees must ensure that any Company information provided is in compliance with this Guide and should contact the Chairman if in doubt about the appropriateness of supplying certain information.

5. Material Information

The Bursa Malaysia Listing Requirements provides that information is considered material, if it is reasonably expected to have a material effect on:-

i) The price, value or market activity of any of the Company’s securities; or

ii) The decision of a holder of securities of the Company or an investor in determining his or her choice of action

The material information may include information which:-

i) Concerns the Company’s property, business, financial conditions or prospects;

ii) Relates to dealings with employees, suppliers, customers and others;

iii) Relates to any event affecting the present or potential dilution of the righs and interests of the Company’s securities; or

iv) Relates to any event materially affecting the size of the public holding of its securities.

In addition to the above, information that will have material change in the business that could have the same potential market effects should also be disclosed.

Decisions on the materiality of information will be made within the context of the Company’s overall business affairs and dimensions. Such decisions require the exercise of experienced judgment and are the responsibility of the management. In cases where such decisions about materiality are not clear-cut and there is doubt as to whether disclosure should be made, the Company will consult with and seek guidance from Bursa Malaysia.

6. Disclosure Procedures

Where and when information has been determined to be material, the Company will immediately initiate a process to ensure accurate, full, true, plain and timely disclosure of such information to Bursa Malaysia and recognized news services.

This will always apply except in certain circumstances where the Company may temporarily refrain from publicly disclosing material information, provided that complete confidentiality is maintained. These exceptional circumstances include:-

i) When immediate disclosure would prejudice the ability of the Company to pursue its corporate objectives;

ii) When the facts are in a state of flux and a more appropriate moment for disclosure is imminent; and

iii) Where company or securities laws may restrict the extent of permissible disclosure before or during a public offering of securities or a solicitation of proxies.

Disclosures made are to adhere to the following protocols:-

i) Company Secretary shall be responsible for all Bursa Malaysia Announcements. The draft announcement will be reviewed by the management to ensure it is in compliance with applicable securities laws and Bursa Malaysia Listing Requirement.

ii) The Finance Manager will have specific responsibility to review and validate all financial data contained in news releases and will ensure that disclosures are consistent with prevailing accounting standards and guidelines.

iii) Board of Directors of the Audit Committee will review all news releases containing financial information.

iv) All news releases involving material information will also be reviewed and approved by the Chairman or in his absence, the Managing Director of the Company.

v) Once the content of a news release involving material information has been vetted and agreed, the Company Secretary submit such material information or where possible, will advise Bursa Malaysia in advance as to the content and planned timing for the release.

In addition, a copy of the news release will be made accessible on the Company’s internet web site.

7. Disseminating Information

The following principles and practices will be applied when disseminating corporate information to the investing public;

i) The Company will disseminate corporate information in an equitable manner and will strive to respond in a timely manner to all legitimate requests for information;

ii) Material information will in all cases be disseminated broadly and publicly via recognized news services and other means;

iii) The Company will not provide confidential, proprietary or material, non-public information to the investing public, and will deny any requests for the same;

iv) The Company recognizes that discussions and meetings with the investing public are an important part of the company’s investor relations program. The Company will provide non-material and publicly disclosed information in individual and group discussions and meetings where doing so facilitates better understandings about the business and affairs of the company. Generally, such information will be factual and non-speculative in nature and will not in any way significantly impact, impair or be detrimental to the Company’s performance and effectiveness;

v) The Company will not discriminate or differentiate amongst recipients of non-public, non-material information and will respond in the same manner to all requests for such information. This means that the Company will provide the same information and details that it has provided to analysts or fund managers, to any other individual market participant or media representative, upon request; and

vi) During the period from the first day of the month following each quarter until the public release of quarterly financial results, the Company will impose a "quiet period" during which it will refrain from providing any information or guidance on matters potentially impacting earnings outlooks.

8. Market Rumours

It is company’s policy not to respond or comment on market rumours and speculation, unless they appear to contain material information, or may be expected to affect the price of the Company’s securities or trading activity in those securities; and

When a report or rumour about the Company contains material errors, the Company will issue announcement to Bursa Malaysia Securities Berhad to deny or clarify the matter, and provide sufficient supporting information in accordance to Listing Requirements.

9. Insider Trading

Under Securities Industry Act, a person is an “insider” if that person;

i) Possesses information that is not generally available which on becoming generally available a reasonable person would expect it to have a material effect on the price or the value of the securities; and

ii) Knows or reasonably ought to know that the information is generally not available.

Therefore, Directors, Management and employees of the Company with insider knowledge of undisclosed material information, is prohibited from trading in the Company’s shares until after the information has been publicly disclosed.

10. Corporate Website

The Company’s website (http://www.itmikro.com) provides information on the Company, including shareholder communication.

In addition to a dedicated “Investor Relations” section in which the annual reports, interim reports, announcements and circulars of the Company are posted as soon as practicable following their release to BURSA on the website.

Shareholders will receive certain shareholders communication (such as notices of general meetings and accompanying papers, circulars, annual reports and interim reports) from the Company by post.

11. Shareholder Privacy

The Company recognises the importance of Shareholders’ privacy and will not disclose Shareholders’ information without their consents unless required by law.

12. Policy Review

This Policy shall be reviewed periodically to ensure that it continues to remain relevant and appropriate.