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 upon completion of 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; (b) retain all or part of the shares so purchased as treasury shares; (c) distribute the treasury shares as share dividends to the Company’s shareholders for the time being; (d) transfer the treasury shares or any part thereof as purchase consideration and/or for the purposes of or under an employees’ share scheme; (e) resell the treasury shares on Bursa Securities in accordance with the relevant rules of Bursa Securities; or (f) sell, transfer or otherwise use the treasury shares for such other purpose pursuant to Section 127 of the Companies Act 2016. 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 Renewal of Share Buy-Back Authority 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.” 12. Proposed Renewal of and New Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature (“Proposed Renewal of and New RRPT Mandate”) “THAT approval be and is hereby given to the Company and its subsidiaries to renew the shareholders’ mandate and seek new shareholders’ mandate for the recurrent related party transactions of a revenue or trading nature as set out in Part B, Section 2.4 of the Circular to Shareholders dated 27 July 2023 with the related parties described therein which are necessary for the Group’s day to day operations, carried out in the normal course of business, at arm’s length, on normal commercial terms, not more favourable to the related parties than those generally available to the public and are not detriment of the minority shareholders; THAT such approval shall continue to be in force until:- (i) the conclusion of the next annual general meeting of the Company, at which such mandate will lapse, unless by a resolution passed at a general meeting, the authority is renewed; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held pursuant to Section 340(2) of the Companies Act 2016 (“Act”) (but must not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or (iii) revoked or varied by resolution passed by the shareholders in a general meeting, whichever is the earlier. AND THAT the Directors of the Company be authorised to complete and do all such acts and things (including all such documents as may be required) as they may consider expedient or necessary to give effect to the Proposed Renewal of and New RRPT Mandate.” Notice of Annual General Meeting Ordinary Resolution 15 13. To transact any other business for which due notice shall have been given in accordance with the Company’s Constitution and the Companies Act 2016. Notice of Dividend Entitlement and Payment NOTICE IS ALSO HEREBY GIVEN that the final single tier dividend, if approved, will be paid on 22 September 2023 to shareholders whose names appear in the Record of Depositors of the Company at the close of business on 11 September 2023. A Depositor shall qualify for entitlement only in respect of: (a) Shares transferred into the Depositor’s Securities Account before 4.30 p.m. on 11 September 2023 in respect of transfers; and (b) Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad. BY ORDER OF THE BOARD Ng Geok Ping SSM PC No. 202008000006 Company Secretary Shah Alam, Selangor Darul Ehsan 27 July 2023 NOTES:- PROXY: 1. A Member, including an Authorised Nominee, may appoint not more than two (2) proxies to attend and vote instead of the Member or Authorised Nominee at the meeting on the same occasion. 2. An Exempt Authorised Nominee (which holds ordinary shares in the Company for the Omnibus Account) may appoint one (1) or more proxies to attend on the same occasion. There is no limit to the number of proxies which an Exempt Authorised Nominee may appoint in respect of each Omnibus Account it holds. 3. Where a Member, an Authorised Nominee or an Exempt Authorised Nominee appoints more than one (1) proxy, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies. The appointment shall not be valid unless he specifies the proportions of his holdings to be represented by each proxy. 4. A proxy may but need not be a Member of the Company. There shall be no restriction as to the qualification of the proxy. 5. Only members whose name appears on the Record of Depositors as at 18 August 2023 shall be entitled to attend the said meeting or appoint proxy(ies) to attend and/or vote on his behalf. 6. The appointment of a proxy may be made in a hard copy form or by electronic means in the following manner and must be received by the Share Registrar of the Company not less than forty-eight (48) hours before the time appointed for holding the AGM or adjourned general meeting at which the person named in the appointment proposes to vote: (i) In hard copy form In the case of an appointment made in hard copy form, the proxy form must be deposited with the Share Registrar of the Company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. Notice of Annual General Meeting QL RESOURCES BERHAD INTEGRATED ANNUAL REPORT 2023 240 SEC. APPENDICES 8 241 PG. PG.
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