(ii) By electronic form The proxy form can be electronically lodged with the Share Registrar of the Company via TIIH Online at https://tiih.online. Kindly refer to the Administrative Guide on the procedures for electronic lodgement of proxy form via TIIH Online. 7. Please ensure ALL the particulars as required in the proxy form are completed, signed and dated accordingly. 8. Last date and time for lodging the proxy form is Monday, 28 August 2023 at 10.00 a.m. 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 340(1)(a) of the Companies Act 2016 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 1 With reference to Section 131 of the Companies Act 2016, a company may only make a distribution to the shareholders out of profits of the Company available if the Company is solvent. On 30 May 2023, the Board had considered the amount of dividend and decided to recommend the same for the shareholders’ approval. The Directors of the Company are satisfied that the Company will be solvent as it will be able to pay its debts as and when the debts become due within 12 months immediately after the distribution is made on 22 September 2023 in accordance with the requirements under Section 132(2) and (3) of the Companies Act 2016. 3. Ordinary Resolutions 2 to 7 Clause 124 of the Company’s Constitution provides that one-third of the directors for the time being, or if their number is not three or a multiple of three, then the number nearest one-third shall retire from office but shall be eligible for re-election. Hence, 4 out of 11 Directors of the Company are to retire in accordance with Clause 124 of the Company’s Constitution. YBhg. Datin Paduka Setia Dato’ Dr. Aini Binti Ideris, Ms. Chan Wai Yen, Ms. Cynthia Toh Mei Lee and Mr. Wee Beng Chuan retires in accordance with Clause 124 of the Company’s Constitution. They are standing for re-election as Directors of the Company and being eligible, have offered themselves for re-election at the 26th AGM. Based on the outcome of the annual Board assessment, the Board endorsed the recommendation by the Nominating Committee that they remain competent and committed to the role as a Director. The Board recommends that shareholders approve the proposed re-election as they have met the fit and proper criteria in terms of character, integrity, experience, competence, commitment and time to effectively discharge their role as a Director. Clause 129 of the Company’s Constitution provides that the directors may appoint a person who is willing to act as Director, either to fill a casual vacancy or as an additional Director, in accordance with the Company’s Constitution. The directors so appointed shall hold office only until this annual general meeting and shall then be eligible for re-election. Mr. Chia Seong Pow and Mr. Chia Song Swa retires in accordance with Clause 129 of the Company’s Constitution following the restructuring of the Board. They are standing for re-election as Directors of the Company and being eligible, have offered themselves for re-election at the 26th AGM. Based on the outcome of the annual Board assessment, the Board endorsed the recommendation by the Nominating Committee that they remain competent and committed to the role as a Director. The Board recommends that shareholders approve the proposed re-election as they have met the fit and proper criteria in terms of character, integrity, experience, competence, commitment and time to effectively discharge their role as a Director. The profiles of the Directors who are standing for re-election as per Agenda 3 and 4 are set out on pages 80, 81, 86, 87, 88, 89, 90 and 91. 4. Ordinary Resolutions 8 and 9 The actual payment of Directors’ fees incurred for the financial year 2023 was RM1,298,000. The proposed Ordinary Resolutions 8 and 9, if passed, will give authority to the Company to pay the fees and benefits to the Directors from 1 September 2023 until the next annual general meeting. The fees and benefits comprise the following and will be paid as and when incurred: Fees Amount Chairman of the Board RM13,000 per month Chairman of the Audit Committee RM1,500 per month Chairman of Other Committee RM1,000 per month Group Managing Director RM11,000 per month Executive Director RM9,000 per month Independent Director RM9,500 per month Alternate Director – Executive Committee RM3,000 per month Benefits Meeting Allowance RM1,000 per meeting day Directors’ and Officers’ Indemnity Insurance Approximately RM82,000 5. Ordinary Resolution 10 The approved payment of fees to Directors commencing the conclusion of the 25th AGM up till August 2023 was at RM1,308,000. Following the restructuring of the Board Committees and proposed increase in fees to Directors from December 2022, the additional payment of fees to Directors amounted to RM292,000. 6. Ordinary Resolution 11 The approved payment of Directors’ benefits commencing the conclusion of the 25th AGM up till August 2023 was at RM29,125. Following the increased in payment for Directors’ and Officers’ Indemnity Insurance, the additional payment of Directors’ benefits amounted to approximately RM260. 7. Ordinary Resolution 13 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 annual general meeting 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, 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 25th AGM of the Company held on 30 August 2022 and which will lapse at the conclusion of the 26th AGM. A renewal of this authority is being sought at the 26th 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. Notice of Annual General Meeting Notice of Annual General Meeting QL RESOURCES BERHAD INTEGRATED ANNUAL REPORT 2023 242 SEC. APPENDICES 8 243 PG. PG.
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