Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the 26th Annual General Meeting (“AGM”) of QL Resources Berhad (“QL” or the “Company”) will be held at Saujana Ballroom, Saujana Resort, Jalan Lapangan Terbang SAAS, 40150 Shah Alam, Selangor Darul Ehsan on Wednesday, 30 August 2023 at 10.00 a.m. to transact the following businesses: AGENDA As Ordinary Business: 1. To receive the Audited Financial Statements for the financial year ended 31 March 2023 together with the Directors’ and Auditors’ Report thereon. 2. To approve the payment of a final single tier dividend of 3.50 sen per ordinary share in respect of the financial year ended 31 March 2023. 3. To re-elect the following Directors who retire in accordance with Clause 124 of the Company’s Constitution and being eligible, offers themselves for re-election: Datin Paduka Setia Dato’ Dr. Aini Binti Ideris Chan Wai Yen Cynthia Toh Mei Lee Wee Beng Chuan 4. To re-elect the following Directors who retire in accordance with Clause 129 of the Company’s Constitution and being eligible, offers themselves for re-election: Chia Seong Pow Chia Song Swa 5. To approve the proposed payment of fees to Directors up to RM1,644,000 from 1 September 2023 until the next Annual General Meeting, and further, to authorise the Directors to apportion the fees and make payment in the manner as the Directors may determine. 6. To approve the proposed payment of Directors’ benefits up to RM82,000 from 1 September 2023 until the next Annual General Meeting. 7. To approve the additional payment of fees to Directors up to RM292,000 following the restructuring of the Board Committees and proposed increase in fees to Directors from December 2022. 8. To approve the additional payment of Directors’ benefits of approximately RM260 following the increased in payment for Directors’ and Officers’ Indemnity Insurance. 9. To re-appoint Messrs. KPMG PLT as the auditors of the Company and to authorise the Directors to fix their remuneration. Refer to Explanatory Note 1 Ordinary Resolution 1 Ordinary Resolution 2 Ordinary Resolution 3 Ordinary Resolution 4 Ordinary Resolution 5 Ordinary Resolution 6 Ordinary Resolution 7 Ordinary Resolution 8 Ordinary Resolution 9 Ordinary Resolution 10 Ordinary Resolution 11 Ordinary Resolution 12 Notice of Annual General Meeting Ordinary Resolution 13 Ordinary Resolution 14 As Special Business: To consider and if thought fit, pass the following resolutions:- 10. Authority to Directors to allot and issue shares pursuant to Section 75 and Section 76 of the Companies Act 2016 and Waiver of Pre-Emptive Rights “THAT pursuant to Section 75 and Section 76 of the Companies Act 2016, and subject to the approval of all relevant authorities being obtained, the Directors be and are hereby empowered to issue ordinary 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 ranking equally with the existing ordinary shares in the Company, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the total number of issued shares (excluding treasury shares) 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; THAT in connection with Section 85 of the Companies Act 2016 and pursuant to Clause 14 of the Constitution of the Company, the shareholders of the Company do hereby irrevocably waive all and any of their pre-emptive rights to be first offered the new ordinary shares to be allotted and issued pursuant to the authority granted above which will rank equally with the existing ordinary shares in the Company, with such waiver resulting in a dilution to their shareholding percentage in the Company and the Board is exempted from the obligation to offer such new shares first to the existing shareholders of the Company; AND THAT such authority shall continue in force until the conclusion of the next annual general meeting of the Company or at the expiring of the period within which the next annual general meeting is required to be held after the approval was given, whichever is earlier, unless revoked or varied by ordinary resolution of the Company in a general meeting.” 11. Proposed Renewal for the Company to purchase its own shares of up to 10% of the total number of issued shares (“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 Malaysia Securities Berhad (“Bursa Securities”) such number of ordinary shares in the Company 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: (1) the aggregate number of shares purchased and/or retained as treasury shares shall not exceed 10% of the total number of issued shares of the Company at the time of purchase; (2) the maximum amount of funds to be utilised for the purpose of the proposed share buy-back shall not exceed the retained profits of the Company; (3) 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; (ii) the expiration of the period within which the next AGM after that date 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; QL RESOURCES BERHAD INTEGRATED ANNUAL REPORT 2023 238 SEC. APPENDICES 8 239 PG. PG.
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