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PRL GLOBAL LTD — AGM Information 2025
Oct 23, 2025
65611_rns_2025-10-23_daa4f4bd-8151-4575-9d43-8167544a2a95.pdf
AGM Information
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PRL Global Limited • ASX: PRG
PRL GLOBAL – UPCOMING ANNUAL GENERAL MEETING
Dear Shareholders
PRL Global Limited (ASX: PRG) (PRG or the Company) will be holding an Annual General Meeting at 10:00am (AWST) on Wednesday, 26 November 2025 at 1301 Wisma Prosper, Block B, Kelana Centre Point, No. 3. Jalan SS7/19, Kelana Jaya 47301 Petaling Jaya, Selangor, Malaysia. In accordance with section 110D(1) of the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Meeting (Notice) to shareholders unless a shareholder has made a valid election to receive such documents in hard copy. The Notice can be viewed and downloaded from the Company’s website at www.prlgroup.com.au or ASX at www.asx.com.au.
The Company strongly encourages Shareholders to lodge a directed proxy form prior to the meeting. Questions should also be submitted in advance of the Meeting as this will provide Management with the best opportunity to prepare for the meeting, for example by preparing answers in advance to Shareholders questions. However, votes and questions may also be submitted during the Meeting.
Shareholders can access the Notice of Meeting and Explanatory Memorandum on PRL Global’s website: https://prlgroup.com.au/investors/announcements-and-reports/asx-reports
Alternatively, a complete copy of the Notice of Meeting and Explanatory Statement has been posted on the Company’s ASX market announcements page.
If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting and Explanatory Statement.
In order to receive electronic communications from the Company in the future, please log-in or register at: www.investorcentre.com/au.
If you are unable to access the Notice of Meeting and Explanatory Memorandum online please contact the Company Secretary, Ms Elizabeth Lee, on +61 438 662 445 or via email at [email protected].
This announcement is authorised for market release by the Chair.
Sincerely,
David Somerville
Chairman
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6 Thorogood Street, Burswood WA 6100 PO Box 401, Victoria Park WA 6979 T +61 8 6250 4900 www. prl group.com.au
PRL Group is incorporated as PRL Global Limited ACN 006 788 754
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PRG Announcement 24 October 2025
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For further information, please contact:
| David Somerville | Elizabeth Lee |
|---|---|
| Chairman | Company Secretary |
| PRL Global Limited | PRL Global Limited |
| T+61 8 6250 4900 | E [email protected] |
PRL Group is incorporated as PRL Global Limited • ASX: PRG
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www. prl group.com.au
PRL GLOBAL LIMITED (FORMERLY KNOWN AS CI RESOURCES LTD) ACN 006 788 754
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME : 10:00am (WST) DATE : Wednesday, 26 November 2025 PLACE : 1301 Wisma Prosper, Block B Kelana Centre Point, No. 3. Jalan SS7/19, Kelana Jaya 47301 Petaling Jaya, Selangor, Malaysia
The business of the Meeting affects your shareholding and your vote is important.
This Notice of Meeting 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.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00pm (WST) on Monday, 24 November 2025.
BUSINESS OF THE MEETING
AGENDA
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.
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 2025.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DATO’ SRI TEE LIP SIN
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, Dato’ Sri Tee Lip Sin, a Director, retires by rotation, and being eligible, is re-elected as a Director .”
4. RESOLUTION 3 - RE-ELECTION OF DIRECTOR – MR ONG KENG SIEW
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 Ong Keng Siew, a Director, retires by rotation, and being eligible, is re-elected as a Director .”
5. RESOLUTION 4 – ADOPTION OF AMENDED CONSTITUTION
To consider, and if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
"That, for the purposes of section 136(2) of the Corporations Act 2001 (Cth) and for all other purposes, the Constitution of PRL Global Limited be amended as set out in the document tabled at the meeting and signed by the Chair for identification purposes, to:
- i. Permit general meetings (including AGMs and EGMs) to be held virtually, as hybrid meetings, or at one or more physical venues using technology that provides members a reasonable opportunity to participate;
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ii. Allow board meetings to be conducted using any technology consented to by all directors;
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iii. Enable electronic notices and electronic voting at all meetings;
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iv. Update the company name from 'CI Resources Ltd' to 'PRL Global Limited' wherever it appears in the Constitution;
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v. Include a compliance clause to ensure the Constitution remains consistent with the Corporations Act and ASX Listing Rules."
Date: 24 October 2025
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Elizabeth Lee Company Secretary
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Voting Prohibition Statements
| Resolution 1 – Adoption of Remuneration Report |
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 (thevoter) 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. |
|---|---|
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, Shareholders are advised that:
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each Shareholder has a right to appoint a proxy;
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the proxy need not be a Shareholder of the Company; and
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a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (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, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
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if proxy holders vote, they must cast all directed proxies as directed;
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any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed; and
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the Chair intends to vote undirected proxies on, and in favour of, all the proposed resolutions.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6250 4900.
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
FINANCIAL STATEMENTS AND REPORTS
In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and 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 www.prlgroup.com.au .
1. BACKGROUND
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1 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 or the 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.
2.2 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 (as included 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.
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Following the Spill Meeting those persons whose election or re-election as directors is approved will be the directors of the Company.
2.3 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
Shareholders appointing a proxy for this Resolution should note the following:
| Proxy | Directions given | No direction given |
|---|---|---|
| Key Management Personnel1 | Vote as directed | Unable to vote3 |
| Chair2 | Vote as directed | Able to vote at discretion of Proxy4 |
| Other | Vote as directed | Able to vote at discretion of Proxy |
Notes:
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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.
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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).
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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.
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The Proxy Form notes it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions.
3. RESOLUTION 2 AND 3 - RE-ELECTION OF DIRECTORS
3.1 General
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.
Dato’ Sri Tee Lip Sin and Mr Ong Keng Siew who have served as Directors since 21 June 2007 and 1 January 2023 respectively and were both last re-elected on 22 November 2023, retire by rotation and seek re-election.
3.2 Qualifications and other material directorships
Dato’ Sri Tee Lip Sin
Dato’ Sri Tee Lip Sin holds a Bachelor of Arts in Business Administration (Human Resources Management) from the University of Wales, an Associate Diploma in Commerce from Curtin University Australia and an Executive Diploma in Plantation Management from the University Malaya. He has been involved in palm oil milling and management of palm oil plantations since 1995.
Currently, he sits on the board of a number of private companies and is also the Executive Director for the Prosper Group of Companies which holds seven palm oil
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mills and 60,000 acres of palm oil plantations. He also has experience in operating 35,000 acres of plantation in Indonesia.
Dato’ Sri Tee Lip Sin was appointed Executive Director of Phosphate Resources (Malaysia) Sdn Bhd and Phosphate Resources (Singapore) Pte Ltd, both wholly owned subsidiaries of PRL Global Limited, effective from 1 July 2015. Dato’ Sri Tee Lip Sin is a member of the Investment Committee.
Other Directorships
Dato’ Sri Tee Lip Sin held no other directorships of ASX listed companies during the last three years. He is a Director of United Malacca Berhad, a Malaysian Company that is listed on the Main Board of Bursa Malaysia Securities Berhad.
Mr Ong Keng Siew
Mr Ong is a Fellow of the Chartered Association of Certified Accountants, United Kingdom. He is also a member of the Malaysian Institute of Accountants. Mr Ong began his career with Paramount Corporation Berhad (Paramount) in 1981 as an Accountant and after serving Paramount in various positions for over 30 years, he retired as Managing director and CEO in June 2012.
Mr. Ong Keng Siew is a member of the Remuneration & Nomination and Audit & Risk Management committees.
Other Directorships
Mr. Ong held no other directorships of listed companies during the last three years. He is currently an Independent Non-Executive Director of Paramount Corporation Berhad, United Malacca Berhad and Pekat Group Berhad, all listed on Bursa Malaysia.
3.3 Independence
The Board has considered Dato’ Sri Tee Lip Sin’s independence and considers that he is not an independent Director.
The Board has considered Mr Ong’s independence and considers that he is an independent Director.
3.4 Technical information required by Listing Rule 14.1A
If Resolution 2 is passed, Dato’ Sri Tee Lip Sin will be re-elected to the Board as a nonindependent Director.
In the event that Resolution 2 is not passed, Dato’ Sri Tee Lip Sin will not be re-elected to the Board. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision.
If Resolution 3 is passed, Mr Ong Keng Siew will be re-elected to the Board as an independent Director.
In the event that Resolution 3 is not passed, Mr Ong Keng Siew will not be re-elected to the Board. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision.
3.5
Board recommendation
The Board supports the re-election of Dato’ Sri Tee Lip Sin and Mr Ong Keng Siew pursuant to Resolution 2 & 3.
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4. RESOLUTION 4 – ADOPTION OF AMENDED CONSTITUTION
General
The Board proposes to amend the Constitution of PRL Global Limited to modernise its provisions and ensure continued compliance with the Corporations Act 2001 (Cth) and the ASX Listing Rules. These amendments reflect evolving corporate governance practices and technological advancements that support more flexible meeting formats and communication methods.
The key changes proposed include:
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Permitting general meetings (including AGMs and EGMs) to be held virtually, as hybrid meetings, or at one or more physical venues using technology that provides members a reasonable opportunity to participate.
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Allowing board meetings to be conducted using any technology consented to by all directors.
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Enabling electronic notices and electronic voting at all meetings.
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Updating the company name from “CI Resources Ltd” to “PRL Global Limited” wherever it appears in the Constitution.
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Including a compliance clause to ensure the Constitution remains consistent with the Corporations Act and ASX Listing Rules.
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These amendments are intended to enhance operational flexibility, improve shareholder engagement, and align the Constitution with current legal and regulatory standards. A marked-up version of the amended Constitution has been submitted to ASX for review in accordance with Listing Rule 15.1.1.
Voting Consequences
This resolution is proposed as a special resolution under section 136(2) of the Corporations Act 2001 (Cth). To be passed, it requires approval by at least 75% of the votes cast by shareholders entitled to vote on the resolution.
If the resolution is passed:
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The amended Constitution will be adopted immediately.
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The company will lodge the amended Constitution with ASIC within 14 days of shareholder approval.
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Future meetings may be held virtually or in hybrid format, subject to technology availability and member access.
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The company name will be formally updated in the Constitution to reflect its current legal identity.
If the resolution is not passed:
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The existing Constitution will remain in force.
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The company may be restricted in its ability to conduct virtual or hybrid meetings and issue electronic notices.
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- The name change will not be reflected in the Constitution, potentially causing inconsistencies with other corporate records.
Shareholders are encouraged to read the full text of the proposed amendments and seek independent advice if required.
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GLOSSARY
$ means Australian dollars.
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
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(a) a spouse or child of the member;
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(b) a child of the member’s spouse;
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(c) a dependent of the member or the member’s spouse;
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(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;
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(e) a company the member controls; or
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(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.
Company means PRL Global 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.
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.
Listing Rules means the Listing Rules of ASX.
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Meeting means the meeting convened by the Notice.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2025.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Section means a section of the Explanatory Statement.
Share means a fully paid ordinary share in the capital of the Company except where defined to be a UMB Share.
Shareholder means a registered holder of a Share.
WST means Western Standard Time as observed in Perth, Western Australia.
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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 Monday, 24 November 2025, 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 Wednesday, 26 November 2025 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 | Re-election of a Director – Dato’ Sri Tee Lip Sin |
| Resolution | 3 | Re-election of a Director – Mr Ong Keng Siew |
| Resolution | 4 | Adoption of amended Constitution |
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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