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PRL GLOBAL LTD — AGM Information 2024
Oct 29, 2024
65611_rns_2024-10-29_aacde40c-2081-48a2-a47c-7668b07de578.pdf
AGM Information
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PRL GLOBAL LIMITED
(FORMERLY KNOWN AS CI RESOURCES LTD) ACN 006 788 754
ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING 2024
PRL Global Limited (Company) hereby gives notice to Shareholders of the Company that the Directors have determined to issue this addendum (Addendum) in relation to the Company’s Annual General Meeting of Shareholders to be held on Tuesday, 26 November 2024 at 10.00am (WST) to be held at 1301 Wisma Prosper, Block B, Kelana Centre Point, No. 3. Jalan SS7/19, Kelana Jaya, 47301 Petaling Jaya, Selangor, Malaysia (Meeting) , notice of which was contained in the Company’s Notice of Annual General Meeting (Notice of Meeting) .
Capitalised terms in this Addendum have the same meaning as defined in the Notice of Meeting unless otherwise stated.
ADDITION OF NEW RESOLUTION 5
By this Addendum:
• an additional Resolution 5 as detailed below is added to the Notice of Meeting and will be considered at the Company’s upcoming Meeting; and
• a new section is added to the Explanatory Statement to the Notice of Meeting in respect of the additional new Resolution 5.
IMPORTANT INSTRUCTIONS REGARDING REPLACEMENT PROXY FORMS
Attached to this Addendum is a replacement Proxy Form (Replacement Proxy Form) . If Shareholders wish to have their votes counted by proxy in respect of Resolution 5, Shareholders must use the attached Replacement Proxy Form to vote on all Resolutions.
In the event that a Shareholder provides a Replacement Proxy Form, any previous Proxy Form (in the form dispatched with the original Notice of Meeting) (Previous Proxy Form) which has been completed by that Shareholder will be disregarded.
If you have already voted by completing and submitting to the Company a Previous Proxy Form and do not wish to vote on Resolution 5 or do not wish to change your proxy vote on any of the Resolutions, you do not need to take any action, as the Previous Proxy Form you have already submitted remains valid.
In the event that a Shareholder provides the Company with a Previous Proxy Form and does not subsequently provide a Replacement Proxy Form the Company reserves the right to accept Previous Proxy Forms received from any such Shareholders.
Further details regarding the appointment of a proxy are provided in the Notice of Meeting.
This Addendum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Addendum or the Notice of Meeting please do not hesitate to contact the Company on (08) 6250 4900.
THIS ADDENDUM IS AUTHORISED BY ORDER OF THE BOARD OF DIRECTORS OF THE COMPANY:
Elizabeth Lee Company Secretary 29 October 2024
ADDITIONAL RESOLUTION 5
The following additional Resolution is inserted in the Notice of Meeting as follows:
RESOLUTION 5 – APPOINTMENT OF AUDITOR
To consider and, if thought fit, to pass the following resolution as an ordinary resolution :
“That for the purpose of section 327B of the Corporations Act and for all other purposes, RSM Australia Partners having been nominated to act as the Company’s auditor and having consented to act, be hereby appointed as the auditor of the Company.”
1. E X P L A N A T O R Y STATEMENT R E G A R D I N G A D D I T I O N A L R E S O L U T I O N 5
The following new section is added to the Explanatory Statement in relation to the Notice of Meeting in respect of Resolution 5 as follows:
2. RESOLUTION 5 – APPOINTMENT OF AUDITOR
As announced on 12 January 2024, the Board resolved to change auditor of the company from Ernst & Young to RSM Australia Partners.
Ernst & Young applied for and received ASIC consent to resign as auditor of the Company.
Pursuant to section 327C(1) of the Corporations Act the Company appointed RSM Australia Partners as auditor of the Company. In compliance with section 327C(2) of the Corporations Act, an auditor appointed under section 327C(1) of the Corporations Act holds office until the Company’s next AGM.
For the purpose of section 327B of the Corporations Act, Resolution 5 seeks shareholder approval for the appointment of RSM Australia Partners as auditor of the Company.
RSM Australia Partners have been duly nominated in accordance with section 328B(1) of the Corporations Act. In accordance with section 328B(3) of the Corporations Act, a copy of the notice of nomination of auditor accompanies this Notice of Meeting.
RSM Australia Partners have provided their consent to be appointed as auditor.
The Board recommends that Shareholders vote in favour of Resolution 5.
The Chairman intends to vote all undirected proxies in favour of this Resolution.
3. ENQUIRIES
Shareholders are required to contact the Company Secretary on (08) 6250 4900 if they have any queries in respect of the matters set out in these documents.
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1773-11/3296827_1
NOMINATION OF PROPOSED AUDITOR
29 October 2024
The Company Secretary PRL Global Limited 6 Thorogood Street Burswood WA 6100
Dear Sir/Madam,
Nomination of Proposed Auditor
For the purposes of Section 328B(1) of the Corporations Act, Adrian Gurgone, being a member of PRL Global Limited hereby nominates RSM Australia Partners of Level 32, Exchange Tower, 2 The Esplanade, Perth, WA for appointment as auditor of PRL Global Limited at the 2024 Annual General Meeting of the Company.
Yours sincerely Director Adrian Gurgone
PRL GLOBAL LIMITED
ACN 006 788 754
P R O X Y F O R M
ANNUAL GENERAL MEETING
Lodge your vote to:
The Company Secretary PRL Global Limited
| By delivery: | By post: | By facsimile: |
|---|---|---|
| 6 Thorogood Street | PO Box 401 | +618 6250 4901 |
| Burswood WA 6100 | Victoria Park WA 6979 |
- For your vote to be effective it must be received by 7.00pm (Perth Time) on Sunday, 24 November 2024, 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 must specify 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 of securities 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.
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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.
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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
1301 Wisma Prosper, Block B Kelana Centre Point, No.3, Jalan SS7/19, Kelana Jaya 47301 Petaling Jaya, Selangor, Malaysia
on Tuesday, 26 November 2024 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.
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Items of Business
For Against Abstain
Resolution 1 Adoption of Remuneration Report Resolution 2 Election of Director – Ms Chain Yee Tee (Jane) Resolution 3 Re-election of a Director – Mr David Jame Somerville Resolution 4 Re-election of a Director – Mr Lip Jen Tee Resolution 5 Appointment of Auditor
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.
Individual or Shareholder Shareholder 2 Shareholder 3 ~~1~~ Sole Director and Sole Company Director Director/Company Secretary Secretary
Contact Name Contact Daytime Telephone Date
-
1Insert name and address of shareholder
-
2 Insert name and address of proxy
*Omit if not applicable
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