PRL GLOBAL LTD — AGM Information 2022

Oct 9, 2022

CI RESOURCES LIMITED

ACN 006 788 754

NOTICE OF ANNUAL GENERAL MEETING

DATE AND TIME OF MEETING

Tuesday, 29 November 2022 10.00am (WST)

PLACE OF MEETING

One World Hotel Iris & Hibiscus Room Level 2M First Avenue, Bandar Utama City Centre 47800 Petaling Jaya, Selangor, Malaysia

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor, or other professional adviser prior to voting.

The Company's 2022 Annual Report can be accessed on the Company's website at www.ciresources.com.au or alternatively by requesting a hard copy from the Company Secretary.

Should you wish to discuss any matter in this Notice of Meeting please do not hesitate to contact the Company Secretary by telephone on +61 8 6250 4900.

CONTENTS PAGE

TIMEANDPLACEOFMEETINGANDHOWTOVOTE
ProxyForm	11
Glossary	10
ExplanatoryStatement(explainingtheproposedResolutions)	6
NoticeofGeneralMeeting(settingouttheproposedResolutions)	4

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WST) on 29 November 2022 at:

One World Hotel Iris & Hibiscus Room Level 2M First Avenue, Bandar Utama City Centre 47800 Petaling Jaya, Selangor, Malaysia

ALL RESOLUTIONS BY POLL

The Chairman intends to call a poll on each of the resolutions proposed at the meeting.

HOW TO VOTE

Shareholders may vote before the AGM by completing and returning the enclosed Proxy Form in one of the ways specified below under the heading "Voting by Proxy" by no later than 10.00am (WST) on Sunday, 27 November 2022.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act 2001, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act 2001, each proxy may exercise one‐half of the votes.

Shareholders and their proxies should be aware that:

if proxy holders vote, they must cast all directed proxies as directed;

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed; and
• The Chair intends to vote undirected proxies on, and in favour of, all the proposed resolutions.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act 2001 provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• The proxy must vote as directed; and
• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
• if the proxy is the Chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e., as directed); and
• if the proxy is not the Chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e., as directed).

Transfer of non‐Chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act 2001 provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
• the appointed proxy is not the Chair of the meeting; and
• at the meeting, a poll is duly demanded on the resolution; and
• either of the following applies:
  • the proxy is not recorded as attending the meeting; or
  • the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

CORPORATE SHAREHOLDERS

Corporate Shareholders who wish to appoint a representative to attend the Meeting on their behalf must provide that person with a properly executed letter or other document confirming that they are authorised to act as the corporate Shareholder's representative. The authorisation may be effective either for this Meeting only or for all meetings of CI Resources Limited. Shareholders can request for the "Appointment of Corporate Representation" form from the Company Secretary.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of the Company will be held at:

One World Hotel Iris & Hibiscus Room Level 2M First Avenue, Bandar Utama City Centre 47800 Petaling Jaya, Selangor, Malaysia

on Tuesday, 29 November 2022 at 10.00am (WST) (Meeting).

The Explanatory Statement provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 7.00pm (Sydney time) on 27 November 2022.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

1. Financial Reports

To receive and consider the annual financial report, directors' report, declaration of the directors, Remuneration Report and auditor's report for the Company and its controlled entities for the financial year ended 30 June 2022.

Note: There is no requirement for Shareholders to approve these reports.

2. Resolution 1– Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non‐binding resolution:

"That, for the purpose of Section 250R(2) of the Corporations Act 2001 and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2022."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
• (b) a Closely Related Party of such a member.

However, a person (the voter) described above may vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
• (b) the voter is the Chair and the appointment of the Chair as proxy:
  • (i) does not specify the way the proxy is to vote on this Resolution; and
  • (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. Resolution 2 ‐ Re‐election of Director – Mr David James Somerville

To consider, and if thought fit, pass, with or without amendments, the following as an ordinary resolution:

"That, for the purposes of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr David James Somerville, a Director, retires by rotation and being eligible, is re‐elected as a Director."

4. Resolution 3 ‐ Re‐election of Director – Mr Tee Lip Jen

To consider, and if thought fit, pass, with or without amendments, the following as an ordinary resolution:

"That, for the purposes of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Tee Lip Jen, a Director, retires by rotation and being eligible, is re‐ elected as a Director."

By Order of the Board

Elizabeth Lee Company Secretary 10 October 2022

CI RESOURCES LIMITED

ACN 006 788 754

EXPLANATORY STATEMENT

Introduction

This Explanatory Statement has been prepared for the information of Shareholdersin connection with the business to be conducted at the Annual General Meeting of the Company to be held at:

One World Hotel Iris & Hibiscus Room Level 2M First Avenue, Bandar Utama City Centre 47800 Petaling Jaya, Selangor, Malaysia

on Tuesday, 29 November 2022 at 10.00am (WST) (Meeting).

The purpose of this Explanatory Statement to provide information, which the Board believes is material to Shareholders in relation to the Resolutions. The Explanatory Statement explains the Resolutions and identifies the Board's reasons for putting them to Shareholders.

Financial Reports

In accordance with the Constitution, the annual financial report, directors' report, declaration of the directors, Remuneration Report, and auditor's report for CI Resources Limited for the year ended 30 June 2022 will be considered by the Meeting.

There is no requirement for Shareholders to approve these reports. However, the Chairman of the meeting will allow a reasonable opportunity for Shareholdersto ask questions about, or make comments on, the management of CI Resources Limited. Shareholders will be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the content of the auditor's report.

The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on its website at http://www.ciresources.com.au

Resolution 1 ‐ Adoption of Remuneration Report

General

The Corporations Act 2001 requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the directors of the company orthe company. The remuneration report sets out the company's remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors' report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of the votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.

All the directors of the company who were in office when the directors' report (asincluded in the company's annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re‐election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re‐election as directors is approved will be the directors of the Company.

Previous voting results

At the Company's previous Annual General Meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

Proxy voting restrictions

Proxy	Directionsgiven	Nodirectiongiven
Personnel1KeyManagement	Voteasdirected	vote3Unableto
Chair2	Voteasdirected	Proxy4Abletovoteatdiscretionof
Other	Voteasdirected	AbletovoteatdiscretionofProxy

Shareholders appointing a proxy for this Resolution should note the following:

Notes:

• 1. Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member.
• 1. Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of such a member).
• 1. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.
• 1. The Proxy Form notes it is the Chair's intention to vote all undirected proxies in favour of all Resolutions.

Definitions

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;
• (b) a child of the member's spouse;
• (c) a dependent of the member or the member's spouse;
• (d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;
• (e) a company the member controls; or
• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of 'closely related party' in the Corporations Act 2001.

Resolutions 2 and 3 ‐ Re‐election of Directors

Listing Rule 14.4 and clause 13.2 of the Constitution provide that, other than a managing director, a director of an entity must not hold office (without re‐election) past the third annual general meeting following the director's appointment or 3 years, whichever is the longer. However, where there is more than one managing director, only one is entitled to be exempt from this rotation requirement.

Mr David James Somerville and Mr Tee Lip Jen who have served as Directors since 28 November 2008 and 18 March 2022 respectively and were both last re‐elected on 24 November 2020 and 26 November 2019 respectively, retire by rotation and seek re‐election.

Qualifications and other material directorships

Mr David Somerville

Mr. Somerville holds a Bachelor of Business degree from Curtin University and a Master of Business Administration from Deakin University, he is a Fellow of the Australian Institute of Management.

He has an accounting background having been a senior partner in a large Western Australian accounting practice, before establishing a financial services company which listed on the Australian Securities Exchange in 2007. He has over 30 years experiences in a corporate capacity across a number of companies and a number of industry sectors including financial, resources and property development.

Mr. Somerville is the Chairman of the Investment Committee and a member of the Audit & Risk Management Committee. He is Executive Chairman of Questus Ltd, an Australian public company since 22 October 2007.

Tee Lip Jen

Mr. Tee Lip Jen holds a Bachelor of Mechanical Engineering from the Royal Melbourne Institute of Technology (RMIT). Since graduating, Mr. Tee Lip Jen started his career as a Process Engineer in the manufacturing industry for 2 years before expanding his experience as a Project Engineer in a refinery plant specialising in producing downstream palm oil products.

He is currently the Assistant Chief Engineer in charge of overseeing engineering and production activities in ten palm oil mills with an estimated production output of 410,000 metric tonnes of crude palm oil per year. Apart from managing the daily activities in palm oil mills, he is also in charge of overseeing three palm oil plantation estates located in Negeri Sembilan, Malaysia with an estimated acreage of 3,400 acres.

Mr. Tee Lip Jen is a member of the Audit & Risk Management Committee, Investment Committee and Remuneration & Nomination Committee.

Independence

The Board has considered Mr Somerville'sindependence and considersthat he is an independent Director.

The Board has considered Mr Tee Lip Jen's independence and considers that he is not an independent Director.

Board recommendations

The Board supportsthe re‐election of Mr Somerville pursuant to Resolution 2 and the re‐election of Mr Tee Lip Jen pursuant to Resolution 3.

Glossary

Annual General Meeting or Meeting means the meeting convened by the Notice of Meeting.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Chair means the Chair of the Meeting.

Company means CI Resources Limited (ACN 006 788 754).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

WST means Western Standard Time as observed in Perth, Western Australia.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report which forms part of the directors' report of the CI Resources Limited annual financial report for the financial year ended 30 June 2022.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

P R O X Y F O R M

ANNUAL GENERAL MEETING

Lodge your vote to:

The Company Secretary CI Resources Limited

By	By	By
delivery:	post:	facsimile:
6	PO	+618
Thorogood	Box	6250
Street	401	4901
BurswoodWA6100	VictoriaParkWA6979

* For your vote to be effective it must be received by 10.00am (Perth Time) on Sunday, 27 November 2022, being 48 hours before the commencement of the meeting.

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box, your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you mustspecify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number ofsecurities for each in Step 1 overleaf.

Attending the Meeting: Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy's authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director, who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone, Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign on the appropriate place to indicate the office held. Delete titles as applicable.

Please mark x to indicate your directions.

Appoint a Proxy to /Vote on Your Behalf

I/We 1________________________________________________________________________ _________________________ of ____________________________________________________________________________ _________________________ being a Shareholder/Shareholders of the Company and entitled to ______________________________________

votes in the Company, hereby appoint 2

OR: the Chair of the Meeting as my/our proxy,

________________________________________________________________

or failing the person so named, or if no person is named, the Chair or the Chair's nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit at the Annual General Meeting of the Company to be held at

One World Hotel Iris & Hibiscus Room Level 2M First Avenue, Bandar Utama City Centre 47800 Petaling Jaya, Selangor, Malaysia

on Tuesday, 29 November 2022 at 10.00am (WST), and at any adjournment thereof.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

CHAIR'S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

For Against Abstain

Resolution1	AdoptionofRemunerationReport
Resolution2	Re‐electionofaDirector–MrDavidJamesSomerville
Resolution3	Re‐electionofaDirector–MrTeeLipJen

If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a poll and that your votes will not to be counted in computing the required majority on a poll.

Authorised signature/s This section must be signed in accordance with the instructions above to enable your voting instructions to be implemented.

IndividualorShareholder1	Shareholder2	Shareholder3
SoleDirectorandSoleCompanySecretary	Director	Director/CompanySecretary
_________________________ContactName	_______________________ContactDaytimeTelephone	___________________Date
1Insertnameandaddressof	shareholder

2 Insert name and address of proxy

*Omit if not applicable

NOTES

NOTES