QL Resources Berhad (428915-X)
160
Notice of Annual General Meeting
(Cont’d.)
(9)
Authority to Directors to allot and issue shares pursuant to Section 132D of the
Companies Act, 1965
“THAT pursuant to Section 132D of the Companies Act, 1965, and subject to the approval
of all relevant authorities being obtained, the Directors be and are hereby empowered to
issue shares in the Company at any time and upon such terms and conditions and for
such purposes as the Directors may, in their absolute discretion deem fit, provided that
the aggregate number of shares issued pursuant to this resolution does not exceed 10%
of the issued capital of the Company for the time being and that the Directors be and are
also empowered to obtain the approval for the listing of and quotation for the additional
shares so issued on the Bursa Malaysia Securities Berhad and that such authority shall
continue in force until the conclusion of the next annual general meeting of the Company.”
(10)
Proposed Renewal of Share Buy Back Authority
“THAT approval be and is hereby given to the Company to, from time to time, purchase
through Bursa Securities such number of ordinary shares of RM0.25 each in the Company
(“Shares”) and/or retain such Shares so purchased as treasury shares (“Treasury Shares”)
as may be determined by the Directors of the Company upon such terms and conditions
as the Directors may deem fit and expedient in the best interests of the Company provided
that the aggregate number of Shares purchased and/or retained as Treasury Shares shall
not exceed ten percent (10%) of the issued and paid-up share capital of the Company at
the time of purchase (“Proposed Share Buy Back”);
THAT the maximum amount of funds to be utilised for the purpose of the Proposed Share
Buy Back shall not exceed the Company’s aggregate retained profits and share premium
account;
THAT upon the purchase by the Company of its own Shares, the Directors of the Company
be and are hereby authorised to:-
(a) cancel all or part of the Shares so purchased; and/or
(b) retain all or part of the Shares so purchased as Treasury Shares; and/or
(c) distribute the Treasury Shares as share dividends to the Company’s shareholders
for the time being and/or to resell the Treasury Shares on Bursa Securities;
THAT such authority from shareholders of the Company will be effective immediately upon
passing of this ordinary resolution and will continue to be in force until:-
(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company at which
time the authority shall lapse unless by ordinary resolution passed at that meeting
the authority is renewed either unconditionally or subject to conditions; or
(ii) the expiration of the period within which the next AGM is required by law to be held;
or
(iii) revoked or varied by ordinary resolution passed by the shareholders of the Company
in a general meeting;
whichever occurs first, but not so as to prejudice the completion of purchase(s) by the
Company before the aforesaid expiry date and in any event, in accordance with the
provisions of the guidelines issued by Bursa Securities or any other relevant authority;
AND THAT authority be and is hereby given to the Directors of the Company to take all
such steps as are necessary, including the opening and maintaining of a central
depositories account(s) and entering into all other agreements, arrangements and
guarantees with any party or parties to implement, finalise and give full effect to and to
implement the Proposed Share Buy Back with full powers to assent to any conditions,
modifications, revaluations, variations and/ or amendments (if any) as may be required or
imposed by the relevant authorities from time to time and to do all such acts and things as
the Directors may deem fit and expedient in the best interest of the Company.”
Ordinary Resolution 11
Ordinary Resolution 12
