{"url_path":"/sec/vcig/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/1930510/0001213900-26-078044-index.html","accession_number":"0001213900-26-078044","cik":"0001930510","ticker":"VCIG","issuer_name":"VCI Global Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1930510/0001213900-26-078044-index.html","primary_entity_key":"0001930510","primary_entity_name":"VCI Global Ltd"},"word_count":3599,"has_tables":true,"body_markdown":"**Item\n10. ADDITIONAL INFORMATION**\n\n \n\nA.\nShare Capital\n\n \n\nNot\napplicable.\n\n \n\nB.\nMemorandum and Articles of Association\n\n \n\nThe\ninformation contained in our Registration Statement on Form F-1 (File No. 333-275239), as amended, declared effective by the SEC on January\n11, 2024, under the heading “Description of Securities” is hereby incorporated by reference.\n\n \n\n67\n\n \n\n \n\nC.\nMaterial Contracts\n\n \n\nWe\nhave not entered into any material contracts other than in the ordinary course of business and other than those described in “Item\n4. Information on the Company” or elsewhere in this annual report.\n\n \n\nD.\nExchange Controls\n\n \n\nSee\n“Item 4. Information on the Company—B. Business Overview—Regulations—Regulations Relating to Foreign Exchange\nControl.”\n\n \n\nE.\nTaxation\n\n \n\n**British\nVirgin Islands Taxation**\n\n \n\nThe\nCompany and all dividends, interest, rents, royalties, compensation and other amounts paid by the Company to persons who are not resident\nin the BVI and any capital gains realized with respect to any shares, debt obligations, or other securities of the Company by persons\nwho are not resident in the BVI are exempt from all provisions of the Income Tax Ordinance in the BVI.\n\n \n\nNo\nestate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not resident in the BVI with\nrespect to any shares, debt obligation or other securities of the Company.\n\n \n\nAll\ninstruments relating to transfers of property to or by the Company and all instruments relating to transactions in respect of the shares,\ndebt obligations or other securities of the Company and all instruments relating to other transactions relating to the business of the\nCompany are exempt from payment of stamp duty in the BVI. This assumes that the Company does not hold an interest in real estate in the\nBVI.\n\n \n\nThere\nare currently no withholding taxes or exchange control regulations in the BVI applicable to the Company or its members.\n\n \n\n**Material\nUnited States Federal Income Tax Considerations**\n\n** **\n\nThe\nfollowing is a discussion of certain material United States federal income tax considerations relating to the acquisition, ownership,\nand disposition of our ordinary shares by a U.S. Holder, as defined below, that acquires our ordinary shares in our initial public offering\nand holds our ordinary shares as “capital assets” (generally, property held for investment) under the United States Internal\nRevenue Code of 1986, as amended (the “Code”). This discussion is based on existing United States federal income tax law,\nwhich is subject to differing interpretations or change, possibly with retroactive effect. No ruling has been sought from the Internal\nRevenue Service (the “IRS”) with respect to any United States federal income tax consequences described below, and there\ncan be no assurance that the IRS or a court will not take a contrary position. This discussion does not address all aspects of United\nStates federal income taxation that may be important to particular investors in light of their individual circumstances, including investors\nsubject to special tax rules (such as, for example, certain financial institutions, insurance companies, regulated investment companies,\nreal estate investment trusts, broker-dealers, traders in securities that elect mark-to-market treatment, partnerships (or other entities\ntreated as partnerships for United States federal income tax purposes) and their partners, tax-exempt organizations (including private\nfoundations)), investors who are not U.S. Holders, investors that own (directly, indirectly, or constructively) 5% or more of our voting\nshares, investors that hold their ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction),\nor investors that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly\nfrom those summarized below. In addition, this discussion does not address any tax laws other than the United States federal income tax\nlaws, including any state, local, alternative minimum tax or non-United States tax considerations, or the Medicare tax on unearned income.\n\n* *\n\n**General**\n\n \n\nFor\npurposes of this discussion, a “U.S. Holder” is a beneficial owner of our ordinary shares that is, for United States federal\nincome tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity\ntreated as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States\nor any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States\nfederal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary\nsupervision of a United States court and which has one or more United States persons who have the authority to control all substantial\ndecisions of the trust or (B) that has otherwise elected to be treated as a United States person under the Code.\n\n \n\nIf\na partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of our ordinary\nshares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership.\nPartnerships and partners of a partnership holding our ordinary shares are urged to consult their tax advisors regarding an investment\nin our ordinary shares.\n\n \n\n68\n\n \n\n \n\n**Taxation\nof Dividends and Other Distributions on our Ordinary Shares**\n\n \n\nSubject\nto the passive foreign investment company rules discussed below, distributions of cash or other property made by us to you with respect\nto the ordinary shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend\nincome on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings\nand profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not\nbe eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.\n\n \n\nWith\nrespect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable\nto qualified dividend income, provided that (1) the ordinary shares are readily tradable on an established securities market in\nthe United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes\nan exchange of information program, (2) we are not a passive foreign investment company (as discussed below) for either our taxable\nyear in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. You are urged\nto consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our ordinary shares, including\nthe effects of any change in law after the date of this annual report.\n\n \n\nTo\nthe extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal\nincome tax principles), it will be treated first as a tax-free return of your tax basis in your ordinary shares, and to the extent the\namount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings\nand profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a\ndividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described\nabove.\n\n \n\n**Taxation\nof Dispositions of Ordinary Shares**\n\n \n\nSubject\nto the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other\ntaxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis\n(in U.S. dollars) in the ordinary shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including\nan individual U.S. Holder, who has held the ordinary shares for more than one year, you may be eligible for reduced tax rates on any\nsuch capital gains. The deductibility of capital losses is subject to limitations.\n\n \n\n**Passive\nForeign Investment Company**\n\n \n\nA\nnon-U.S. corporation is considered a PFIC for any taxable year if either:\n\n \n\n \n●\nat\nleast 75% of its gross income for such taxable year is passive income; or\n\n \n \n \n\n \n●\nat\nleast 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable\nto assets that produce or are held for the production of passive income (the “asset test”).\n\n \n\nPassive\nincome generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of\na trade or business) and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets\nand earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by\nvalue) of the stock. In determining the value and composition of our assets for purposes of the PFIC asset test, (1) the cash we\nraise in our initial public offering will generally be considered to be held for the production of passive income and (2) the value\nof our assets must be determined based on the market value of our ordinary shares from time to time, which could cause the value of our\nnon-passive assets to be less than 50% of the value of all of our assets (including the cash raised in our initial public offering) on\nany particular quarterly testing date for purposes of the asset test.\n\n \n\n69\n\n \n\n \n\nWe\nmust make a separate determination each year as to whether we are a PFIC. Depending on the amount of assets held for the production of\npassive income, it is possible that, for our current taxable year or for any subsequent taxable year, more than 50% of our assets may\nbe assets held for the production of passive income. We will make this determination following the end of any particular tax year. Although\nthe law in this regard is unclear, we treat our consolidated affiliated entities as being owned by us for United States federal income\ntax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to\nsubstantially all of their economic benefits, and, as a result, we consolidate their operating results in our combined and consolidated\nfinancial statements. In particular, because the value of our assets for purposes of the asset test will generally be determined based\non the market price of our ordinary shares and because cash is generally considered to be an asset held for the production of passive\nincome, our PFIC status will depend in large part on the market price of our ordinary shares. Accordingly, fluctuations in the market\nprice of the ordinary shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject to uncertainty\nin several respects and the composition of our income and assets will be affected by how, and how quickly, we spend our liquid assets.\nWe are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated above, the determination\nof the value of our assets will depend upon material facts (including the market price of our ordinary shares from time to time) that\nmay not be within our control. If we are a PFIC for any year during which you hold ordinary shares, we will continue to be treated as\na PFIC for all succeeding years during which you hold ordinary shares. However, if we cease to be a PFIC and you did not previously\nmake a timely “mark-to-market” election as described below, you may avoid some of the adverse effects of the PFIC regime\nby making a “purging election” (as described below) with respect to the ordinary shares.\n\n \n\nIf\nwe are a PFIC for your taxable year(s) during which you hold ordinary shares, you will be subject to special tax rules with respect to\nany “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge)\nof the ordinary shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable\nyear that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years\nor your holding period for the ordinary shares will be treated as an excess distribution. Under these special tax rules:\n\n \n\n \n●\nthe\nexcess distribution or gain will be allocated ratably over your holding period for the ordinary shares;\n\n \n \n \n\n \n●\nthe\namount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable\nyear in which we were a PFIC, will be treated as ordinary income, and\n\n \n \n \n\n \n●\nthe\namount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest\ncharge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.\n\n \n\nThe\ntax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset\nby any net operating losses for such years, and gains (but not losses) realized on the sale of the ordinary shares cannot be treated\nas capital, even if you hold the ordinary shares as capital assets.\n\n \n\nA\nU.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock to elect\nout of the tax treatment discussed above. If you make a mark-to-market election for the first taxable year during which you hold (or\nare deemed to hold) ordinary shares and for which we are determined to be a PFIC, you will include in your income each year an amount\nequal to the excess, if any, of the fair market value of the ordinary shares as of the close of such taxable year over your adjusted\nbasis in such ordinary shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss\nfor the excess, if any, of the adjusted basis of the ordinary shares over their fair market value as of the close of the taxable year.\nHowever, such ordinary loss is allowable only to the extent of any net mark-to-market gains on the ordinary shares included in your income\nfor prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or\nother disposition of the ordinary shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on\nthe actual sale or disposition of the ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market\ngains previously included for such ordinary shares. Your basis in the ordinary shares will be adjusted to reflect any such income or\nloss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs\nwould apply to distributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed above\nunder “— Taxation of Dividends and Other Distributions on our ordinary shares” generally would not apply. The mark-to-market\nelection is available only for “marketable stock”, which is stock that is traded in other than *de minimis*quantities\non at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined\nin applicable U.S. Treasury regulations). If the ordinary shares are regularly traded on a qualified stock exchange or other market,\nand if you are a holder of ordinary shares, the mark-to-market election would be available to you were we to be or become a PFIC.\n\n \n\n70\n\n \n\n \n\nAlternatively,\na U.S. Holder of stock in a PFIC may make a “qualified electing fund” election with respect to such PFIC to elect out of\nthe tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally\ninclude in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for\nthe taxable year. However, the qualified electing fund election is available only if such PFIC provides such U.S. Holder with certain\ninformation regarding its earnings and profits as required under applicable U.S. Treasury regulations. We do not currently intend to\nprepare or provide the information that would enable you to make a qualified electing fund election. If you hold ordinary shares in any\ntaxable year in which we are a PFIC, you will be required to file IRS Form 8621 in each such year and provide certain annual information\nregarding such ordinary shares, including regarding distributions received on the ordinary shares and any gain realized on the disposition\nof the ordinary shares.\n\n \n\nIf\nyou do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period\nyou hold our ordinary shares, then such ordinary shares will continue to be treated as stock of a PFIC with respect to you even if we\ncease to be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging\nelection” creates a deemed sale of such ordinary shares at their fair market value on the last day of the last year in which we\nare treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating\nthe gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the\nfair market value of the ordinary shares on the last day of the last year in which we are treated as a PFIC) and holding period (which\nnew holding period will begin the day after such last day) in your ordinary shares for tax purposes.\n\n \n\nYou\nare urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our ordinary shares and the\nelections discussed above.\n\n \n\n**Information\nReporting and Backup Withholding**\n\n \n\nDividend\npayments with respect to our ordinary shares and proceeds from the sale, exchange or redemption of our ordinary shares may be subject\nto information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder\nwho furnishes a correct taxpayer identification number and makes any other required certification on IRS Form W-9 or who is otherwise\nexempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification\non IRS Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and\nbackup withholding rules.\n\n \n\nBackup\nwithholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability,\nand you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund\nwith the IRS and furnishing any required information. We do not intend to withhold taxes for individual shareholders. However, transactions\neffected through certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such\nbrokers or intermediaries may be required by law to withhold such taxes.\n\n \n\nUnder\nthe Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to our ordinary\nshares, subject to certain exceptions (including an exception for ordinary shares held in accounts maintained by certain financial institutions),\nby attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which\nthey hold ordinary shares.\n\n \n\nF.\nDividends and Paying Agents\n\n \n\nNot\napplicable.\n\n \n\nG.\nStatement by Experts\n\n \n\nNot\napplicable.\n\n \n\n71\n\n \n\n \n\nH.\nDocuments on Display\n\n \n\nWe\nhave previously filed with the SEC our registration statements on Form F-1 (File No. 333-268109), as amended.\n\n \n\nWe are subject to the periodic reporting and other informational requirements\nof the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are\nrequired to file annually a Form 20-F within four months after the end of each fiscal year. The SEC maintains a website at http://www.sec.gov\nthat contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with\nthe SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing, among other\nthings, the furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholders\nare exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act. Therefore, our shareholders may\nnot know on a timely basis when our officers, directors and principal shareholders purchase or sell our ordinary shares. Our executive\nofficers and directors are required, pursuant to the Holding Foreign Insiders Accountable Act, to file Section 16(a) reports with the\nSEC to disclose their beneficial ownership of our securities. Our principal shareholders who are not officers or directors, however, remain\nexempt from Section 16(a) reporting requirements.\n\n \n\nI.\nSubsidiary Information\n\n \n\nFor\na listing of our subsidiaries, see “Item 4. Information on the Company—A. History and Development of the Company.”"}