QL Resources Berhad (428915-X)
162
NOTES:-
PROXY:
1. A member of the Company entitled to attend and vote at the Meeting may appoint up to two proxies to attend and vote in his place. Where a member
appoints two proxies, he shall specify the proportion of his shareholdings to be represented by each proxy. A proxy can be any person and there shall be
no restriction as to the qualification of the proxy and paragraphs (a), (b) and (d) of Section 149(1) of the Companies Act, 1965 shall not apply.
2. Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depository) Act, 1991 which holds
ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies
which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
3. Only members whose name appears on the Register of Depositors as at 17 August 2016 shall be entitled to attend the said meeting or appoint proxy(ies)
to attend and/or vote on his behalf.
4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at No. 16A, Jalan Astaka U8/83, Bukit Jelutong, 40150
Shah Alam, Selangor Darul Ehsan, at least 48 hours before the appointed time of holding the Meeting.
5. In the case of a corporation, the instrument appointing a proxy or proxies must be under seal or under the hand of an officer or attorney duly authorised.
EXPLANATORY NOTES ON ORDINARY / SPECIAL BUSINESS:
1. Item 1 of the Agenda
This Agenda item is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not require a formal approval of the
shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward for voting.
2. Ordinary Resolution 8
The re-appointment of YM Tengku Dato’ Zainal Rashid Bin Tengku Mahmood, a person over the age of seventy (70) years as Director of the Company to
hold office until the conclusion of the next AGM of the Company shall take effect if the proposed Ordinary Resolution 8 has been passed by a majority of
not less than three-fourths (3/4) of such members as being entitled to vote in person or, where proxies are allowed, by proxy, at the 19th AGM.
3. Ordinary Resolution 9
YM Tengku Dato’ Zainal Rashid Bin Tengku Mahmood was appointed as an Independent Non-Executive Director of the Company on 3 January 2000, and
has, therefore served the Company for more than sixteen (16) years. He met the criteria of an Independent Director as defined in Chapter 1 of the Main
Market Listing Requirements of Bursa Malaysia Securities Berhad. He has performed his duty diligently and in the best interest of the Company and has
provided independent judgement and broader views and balanced assessments to the proposals from the Management with his diverse experience and
expertise. The Board, therefore recommends that he should be retained as an Independent Non-Executive Director.
4. Ordinary Resolution 10
Mr Chieng Ing Huong, Eddy was appointed as an Independent Non-Executive Director of the Company on 24 December 2001, and has, therefore served
the Company for more than fourteen (14) years. He met the criteria of an Independent Director as defined in Chapter 1 of the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad. He has performed his duty diligently and in the best interest of the Company and has provided
independent judgement and broader views and balanced assessments to the proposals from the Management with his diverse experience and expertise.
The Board, therefore recommends that he should be retained as an Independent Non-Executive Director.
5. Ordinary Resolution 11
The proposed resolution is a renewal of the general authority for the Directors to issue shares pursuant to Section 132D of the Companies Act, 1965.
If passed will empower the Directors from the date of the above Annual General Meeting until the next Annual General Meeting to allot and issue shares in
the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for the time being for such purposes as the Directors
consider would be in the interests of the Company. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General
Meeting.
The Company has not issued any new shares pursuant to Section 132D of the Companies Act, 1965 under the general mandate which was approved at
the 18th AGM of the Company held on 27 August 2015 and which will lapse at the conclusion of the 19th AGM. A renewal of this authority is being sought
at the 19th AGM.
The general authority to issue shares will allow the Company to take advantage of any strategic opportunities, including but not limited to, issuance of new
shares for purpose of funding investment project(s), working capital and/or acquisitions which require new shares to be allotted and issued. This would
avoid any delay and costs in convening a general meeting to specifically approve such an issue of shares.
6. Ordinary Resolution 12
The proposed resolutions, if passed, will empower the Company to purchase and/or hold up to 10% of the issued and paid-up share capital of the Company.
This authority unless revoked or varied by the Company at a General Meeting will expire at the next Annual General Meeting of the Company. For further
information, please refer to the Circular to Shareholders dated 28 July 2016.
7. Ordinary Resolution 13
The proposed resolutions are shareholders’ mandate required under Part E, Chapter 10.09 (2) of the Listing Requirements of the Bursa Malaysia Securities
Berhad. The said Proposed Renewal and New RRPT Mandate if passed, will mandate the Company and/or its subsidiaries to enter into categories of
recurrent transactions of a revenue or trading nature and with those related parties as specified in Section 2.2.2 of the Circular to Shareholders dated 28
July 2016. The mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant
to the shareholders’ mandate during the financial year. The interested director, interested major shareholder or interested person connected with a director
or major shareholder; and where it involves the interest of an interested person connected with a director or major shareholder, such director or major
shareholder, must not vote on the resolutions approving the transactions. An interested director or interested major shareholder must ensure that persons
connected to him abstain from voting on the resolutions approving the transactions.
Notice of Annual General Meeting
(Cont’d.)
