Annual Report 2020

6. Ordinary Resolution 11 The proposed resolution is a renewal of the general authority for the Directors to issue shares pursuant to Section 75 and Section 76 of the Companies Act 2016. If passed, it will empower the Directors from the conclusion of the above AGM until the conclusion of the next AGM to allot and issue shares in the Company up to an amount not exceeding 10% of the total number of issued shares of the Company for the time being for such purposes as the Directors consider would be in the interests of the Company. The Company has not issued any new shares pursuant to Section 75 and Section 76 of the Companies Act 2016 under the general mandate which was approved at the 22nd AGM of the Company held on 29 August 2019 and which will lapse at the conclusion of the 23rd AGM. A renewal of this authority is being sought at the 23rd 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. 7. Ordinary Resolution 12 The rationale for the Proposed Bonus Issue is to reward the existing shareholders of the Company for their loyalty and continued support to QL and its subsidiaries and in conjunction to QL’s 20 years of listing. The Board is of the view that it is an appropriate avenue for the Company to reward its shareholders as the Proposed Bonus Issue: (i) will enable the existing shareholders to have greater participation in the equity of the Company in terms of the number of QL Shares held, whilst maintaining their percentage of equity interest; and (ii) is expected to enhance the marketability and trading liquidity of QL Shares on the Main Market of Bursa Securities, thereby providing opportunity for greater participation from a broader range of investors. 8. Ordinary Resolution 13 The proposed resolutions, if passed, will empower the Company to purchase and/or hold up to 10% of the total number of issued shares of the Company. This authority unless revoked or varied by the Company at a general meeting will expire at the conclusion of the next AGM of the Company or within which the next AGM after the date is required by law to be held, whichever occurs first. For further information, please refer to Part C of the Circular to Shareholders dated 27 August 2020. 9. Ordinary Resolution 14 The proposed resolutions pertains to the shareholders’ mandate required under Part E, Chapter 10.09(2) of the Main Market Listing Requirements of the Bursa Malaysia Securities Berhad. The said Proposed Renewal of 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 Part B, Section 2.2 of the Circular to Shareholders dated 27 August 2020. 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 director, major shareholder or person connected with a director or major shareholder, who has interest in the transaction, 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. Annual Report | 2020 QL Resources Berhad 238 Notice of Annual General Meeting