Hibiscus Petroleum : Notice of 12th AGM;

HIBISCUS PETROLEUM BERHAD

Registration Number : 200701040290 (798322-P)

(Incorporated in Malaysia)

NOTICE OF THE 12TH ANNUAL GENERAL MEETING (AGM)

NOTICE IS HEREBY GIVEN that the 12th AGM of Hibiscus Petroleum Berhad (Hibiscus Petroleum or the Company) will be held via a virtual platform at the broadcast venue at Tricor Business Centre, Gemilang Room, Unit 29-01, Level 29, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia (Broadcast Venue) on Thursday, 1 December 2022 at 9.30 a.m. or any adjournment thereof, whichever is later, for the purpose of considering and if thought fit, to pass the following resolutions (with or without modifications):

AGENDA

As Ordinary Business

1. To receive the Audited Financial Statements of the Company and the Group for the financial year ended 30 June 2022 together with the Reports of the Directors and Auditors thereon.

2. To approve the payment of a final single-tier dividend of 1.0 sen per ordinary share in respect of the financial year ended 30 June 2022.

3. To approve the payment of Non-Executive Directors (NEDs)' fees amounting to RM250,000 per annum to the Chair of the Board and RM150,000 per annum to each NED (save for the Chair of the Board) for the period from 2 December 2022 until the date of the next AGM in year 2023, to be paid quarterly in arrears.

(Please refer to Explanatory Note 1)

[Ordinary Resolution 1] [Ordinary Resolution 2]

4. To approve the payment of NEDs' meeting allowances for the period from 2 December 2022 until the date of the next AGM in year 2023 at the	[Ordinary Resolution 3]
following rate (as applicable), to be paid quarterly in arrears:

• RM4,500 for each meeting of the Board and of the Board Committees that a NED attends as Chair of the meeting; or
• RM3,500 for each meeting of the Board and of the Board Committees that a NED attends as a member of the Committee.

5. To approve payments for additional attendances and time expended by any NED for the Company's purposes (or on behalf of the Company) at	[Ordinary Resolution 4]
meetings and/or third-party events involving external parties other than those referred to under Item 4 above, in the NED's capacity as a Director	(Please refer to
of the Company, for the period from 2 December 2022 until the date of the next AGM in year 2023, at the rate of RM3,500 per meeting or event,	Explanatory Note 2)
to be paid quarterly in arrears.

1. To re-elect Mr Thomas Michael Taylor who is retiring pursuant to Clause 134 of the Constitution of the Company.
2. To re-elect Mrs Emeliana Dallan Rice-Oxley who is retiring pursuant to Clause 110 of the Constitution of the Company.
3. To re-appoint Messrs PricewaterhouseCoopers PLT as Auditors of the Company for the financial year ending 30 June 2023 and to authorise the Directors to fix their remuneration.

As Special Business

To consider and, if thought fit, to pass the following resolutions:

1. AUTHORITY FOR THE DIRECTORS TO ALLOT AND ISSUE SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016
   "THAT subject always to the Companies Act 2016 (the Act), the Constitution of the Company and the approvals of the relevant regulatory authorities, the Directors be and are hereby empowered pursuant to Sections 75 and 76 of the Act, to allot and issue new ordinary shares in the Company at any time and from time to time and upon such terms and conditions to such persons and for such purposes as the Directors may in their discretion deem fit PROVIDED THAT the aggregate number of new ordinary shares to be issued pursuant to this resolution does not exceed ten per centum (10%) of the total number of issued ordinary share of the Company for the time being and that such authority shall, unless revoked or varied by an ordinary resolution by the shareholders of the Company in a subsequent general meeting, commence upon the passing of this resolution and expire at the next AGM of the Company AND THAT the Directors are further authorised to do all such things and upon such terms and conditions as the Directors may deem fit and expedient in the best interest of the Company to give effect to the issuance of new ordinary shares under this resolution including making such applications to Bursa Malaysia Securities Berhad for the listing of and quotation for the new ordinary shares to be issued pursuant to this resolution.
   AND THAT for purposes of and pursuant to Section 85 of the Act to be read together with Clause 61 of the Constitution of the Company, the general pre-emption rights of Hibiscus Petroleum shareholders under those provisions for the issuance of new Hibiscus Petroleum shares which rank equally to the existing issued Hibiscus Petroleum shares arising from any issuance of new Hibiscus Petroleum shares pursuant to Sections 75 and 76 of the Act, is hereby fully waived and shall not be applicable."
2. RETENTION OF YBHG DATO' SRI ROUSHAN ARUMUGAM AS INDEPENDENT DIRECTOR
   "THAT approval be and is hereby given to YBhg Dato' Sri Roushan Arumugam who has served as an Independent Director of the Company for a cumulative term of more than nine (9) years, to continue to act as an Independent Director of the Company until 24 July 2023 and thereafter shall be re-designated as a Non-Independent Director of the Company with effect from 25 July 2023."
3. To transact any other matters that may be transacted at an AGM of which due notice shall have been given in accordance with the Act and the Constitution of the Company.

NOTICE OF DIVIDEND PAYMENT AND CLOSURE OF REGISTER

[Ordinary Resolution 5]

[Ordinary Resolution 6]

[Ordinary Resolution 7]

[Ordinary Resolution 8]

(Please refer to

Explanatory Note 3)

[Ordinary Resolution 9]

(Please refer to

Explanatory Note 4)

NOTICE IS HEREBY GIVEN THAT, the final single-tier dividend of 1.0 sen per ordinary share in respect of the financial year ended 30 June 2022, if approved by the shareholders, will be paid on 18 January 2023 to the shareholders whose names appear in the Record of Depositors at the close of business on 4 January 2023.

A depositor shall qualify for entitlement to the dividend only in respect of:

1. Shares transferred into the Depositor's securities account before 4.30 p.m. on 4 January 2023 in respect of transfers; and
2. Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad.

By Order of the Board

HIBISCUS PETROLEUM BERHAD

Tai Yit Chan (MAICSA 7009143) (SSM PC No. 202008001023)

Tan Ai Ning (MAICSA 7015852) (SSM PC No. 202008000067)

Secretaries

Selangor Darul Ehsan

31 October 2022

Notes:	9.	Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa
1. The Securities Commission Malaysia had on 7 April 2022 issued a Revised Guidance		Malaysia Securities Berhad, all resolutions set out in the Notice of this 12th AGM will
	Note on the Conduct of General Meetings for Listed Issuers (Revised Guidance Note)		be put to vote by way of poll. Independent Scrutineers will be appointed to verify the
	stating various modes of conducting general meetings to align with the "Transition		poll results.
	to Endemic" phase and the requirements under the prevailing and applicable	EXPLANATORY NOTES
	Standard Operating Procedure (SOP) issued by Majlis Keselamatan Negara (MKN)	1.	Item 1 of the Agenda
	and the Ministry of Health (MOH). The Revised Guidance Note allows listed issuers
		Item 1 of the Agenda is meant for discussion only as the provision of Section 340(1)
	to continue leveraging technology to conduct their general meetings in line with
		(a) of the Act does not require a formal approval of shareholders for the Audited
	the recommendation stated under Practice 13.3 of Malaysian Code on Corporate
		Financial Statements. Hence, this item on the Agenda is not put forward for voting.
	Governance. In line with the Malaysian Government's directive and the Revised
	2.	Item 5 of the Agenda
	Guidance Note, the 12th AGM of the Company will be conducted entirely on a virtual
	basis through live streaming and online remote voting via Remote Participation and		It is anticipated that the Group will seek to utilise and leverage more on the extensive
	Voting (RPV) facilities. The Company has appointed Tricor Investor & Issuing House		expertise, abilities and wide business network of its NEDs for the Group's benefit,
	Services Sdn Bhd (TIIH) as the Poll Administrator for this 12th AGM to facilitate the		in view of the increased level of activities of the Group due to business growth and
	RPV via TIIH Online website at https://tiih.online. The procedures for members		enhanced production operations. The proposed additional payments are consistent
	to register, participate and vote remotely via the RPV facilities are provided in the		with such expected increased participation and involvement of the NEDs, as and
	Administrative Guide for this 12th AGM.		when required.
2. The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of		The Company is seeking the shareholders' approval for the payments for the
	the Act, which requires the Chair of the meeting to be present at the main venue.		additional attendances and time expended by its NEDs for the Company's purposes
	Members/proxies are NOT to be physically present at the Broadcast Venue on the		including attendances at meetings and/or third-party events involving external
	day of this 12th AGM.		parties (other than those referred to under Item 4 of the Agenda), for and on behalf
3.	For purposes of determining who shall be entitled to attend this 12th AGM in		of the Company.
3.	Item 9 of the Agenda
	accordance with Clauses 72(b) and 72(c) of the Company's Constitution and Section
		The Company had, during its 11th AGM held on 14 December 2021, obtained its
	34(1) of the Securities Industry (Central Depositories) Act, 1991, the Company shall
	be requesting Bursa Malaysia Depository Sdn Bhd to issue a General Meeting		shareholders' approval for the general mandate for issuance of shares pursuant to
	Record of Depositors as at 23 November 2022 and only Depositors whose name		Sections 75 and 76 of the Act (2021 Mandate). As at the date of the notice, the
		Company did not issue any shares pursuant to the 2021 Mandate.
	appear on such Record of Depositors shall be entitled to attend, speak (in the form
		The Ordinary Resolution 8 proposed under item 9 of the Agenda is a renewal of the
	of real time submission of typed texts) and vote via RPV at this 12th AGM.
4. A member shall be entitled to appoint up to two (2) proxies to attend and vote at		general mandate for issuance of shares by the Company under Sections 75 and
	76 of the Act. The mandate, if passed, will provide flexibility for the	Company and
	the 12th AGM via RPV. Where a member appoints more than one (1) proxy, the
	appointments shall be invalid unless he specifies the proportions of his holdings to		empower the Directors to allot and issue new shares speedily in the Company up
		to an amount not exceeding in total 10% of the total number of issued shares of
	be represented by each proxy. A proxy appointed to attend and vote at the 12th AGM
	via RPV shall have the same right as a member to speak (in the form of real time		the Company for the purpose of investments in capital expenditure, working capital
		purposes and potential business expansion. This would eliminate any delay arising
	submission of typed texts) at the 12th AGM.
		from and cost involved in convening a general meeting to obtain approval of the
5. A proxy or attorney or a duly authorised representative may, but need not be a member
	shareholders for such issuance of shares. This authority, unless revoked or varied by
	of the Company. There shall be no restriction as to the qualification of the proxy.		the Company at a general meeting, will expire at the next AGM.
6. Where a member is an authorised nominee as defined under the Securities Industry	4.	Item 10 of the Agenda
	(Central Depositories) Act, 1991 which is exempted from compliance with the		The Board of Directors has via the Nominating Committee conducted an annual
	provisions of subsection 25A(1) of the Securities Industry (Central Depositories) Act,		performance evaluation and assessment of YBhg Dato' Sri Roushan Arumugam,
	1991 (Exempt Authorised Nominee) which holds Ordinary Shares in the Company		who has served as an Independent NED of the Company for a cumulative term of
	for multiple beneficial owners in one (1) securities account (Omnibus Account), there		more than 9 years since 25 July 2011, and recommended him to continue to act as
	is no limit to the number of proxies which the Exempt Authorised Nominee may		an Independent NED of the Company based on the following justifications:
	appoint in respect of each Omnibus Account it holds. Where the Exempt Authorised		(a)	He fulfils the criteria of an Independent Director as stated in the Main Market
	Nominee appoints more than one (1) proxy, the proportion of shareholdings to			Listing Requirements of Bursa Malaysia Securities Berhad, and therefore is able
	be represented by each proxy must be specified in the instrument appointing the			to bring independent and objective judgement to the Board;
	proxies.		(b) His experience in the investment banking and venture capital industries enables
7. A member who has appointed a proxy or attorney or authorised representative to
		him to provide the Board with a diverse set of experience, expertise, skills and
	attend and vote at this 12th AGM via RPV must request his/her proxy to register			competence;
	himself/herself for RPV at TIIH Online website at https://tiih.online.		(c) He has been with the Company for more than nine (9) years and therefore
	Please follow the procedures for RPV set out in the Administrative Guide.			understands the Company's business operations which enables him to
8.	For members who wish to appoint a proxy, the appointment of a proxy may be made			participate	actively and contribute during	deliberations and	discussions,
		including	at the Nominating Committee	(as a member),	Remuneration
	in hard copy form or by electronic means.
			Committee (as the Chair of the Committee) and at Board meetings; and
	Proxy Forms must be submitted in the following manner, not less than forty-eight
		(d)	He has devoted sufficient time and effort	in attending the Audit and Risk
	(48) hours before the time appointed for holding the 12th AGM or adjourned meeting
			Management Committee meetings (as an invitee), in addition to participating in
	provided that in the event the member(s) duly executes the Form of Proxy but does
			the Nominating Committee, Remuneration Committee and Board meetings and
	not name any proxy, such member(s) shall be deemed to have appointed the Chair
			contributing to informed and balanced decision making.
	of the meeting as his/their proxy, provided always that the rest of the Form of Proxy,
	The Ordinary Resolution 9 if passed, will enable YBhg Dato' Sri Roushan Arumugam
	other than the particulars of the proxy has been duly completed by the member(s):
	who has served more than 9 years to be retained and continue to act as Independent
	i) In hard copy form
	NED of the Company until 24 July 2023. Upon completion of his 12 years of service, he
	(a) To be valid, the Form of Proxy duly completed must be deposited at the	shall be re-designated as a Non-Independent NED of the Company with effect from 25
	Company's Share Registrar, Tricor Investor & Issuing House Services Sdn	July 2023, to be in line with the Board Charter and the Board Assessment Policy of the
	Bhd's address at Unit 32-01, Level 32, Tower A, Vertical Business Suite,	Company, the Malaysian Code on Corporate Governance 2021 and the Main Market
	Listing Requirements of Bursa Malaysia Securities Berhad. However, if this Ordinary
	Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur or
	Resolution 9 is not carried, YBhg Dato' Sri Roushan Arumugam will remain on the Board
	its Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium,
	and be re-designated as a Non-Independent NED of the Company.
	Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur.
	PERSONAL DATA POLICY
	(b) If the Form of Proxy is signed under the hands of an appointor or his
	By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend,
	attorney duly authorised (or if the appointor is a corporation, the Form
	of Proxy must be executed under its common seal or under the hands	speak (in the form of real time submission of typed texts) and vote at the 12th AGM and/or
	of an officer or attorney duly authorised), it should be accompanied by	any adjournment thereof, a member of the Company (i) consents to the collection, use and
	a statement reading "signed as authorised officer under Authorisation	disclosure of the member's personal data by the Company (or its agents) for the purpose
	Document which is still in force, no notice of revocation having been	of the processing and administration by the Company (or its agents) of proxies and
	received". If the Form of Proxy is signed under the attorney duly appointed	representatives appointed for the 12th AGM (including any adjournment thereof) and the
	preparation and compilation of the attendance lists, minutes and other documents relating
	under a power of attorney, it should be accompanied by a statement
	to the 12th AGM (including any adjournment thereof), and in order for the Company (or its
	reading "signed under Power of Attorney which is still in force, no notice of
	agents) to comply with any applicable laws, listing rules, regulations and/or guidelines
	revocation having been received". A copy of the Authorisation Document
	(collectively, the "Purposes"), (ii) warrants that where the member discloses the personal
	or the Power of Attorney, which should be valid in accordance with the
	data of the member's proxy(ies) and/or representative(s) to the Company (or its agents),
	laws of the jurisdiction in which it was created and is exercised, should be
	the member has obtained the prior consent of such proxy(ies) and/or representative(s) for
	enclosed in the Form of Proxy.
	the collection, use and disclosure by the Company (or its agents) of the personal data of
	ii) Via Tricor Online System (TIIH Online). The Proxy Form can be electronically
	such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member
	submitted via TIIH Online at https://tiih.online. Please follow the procedures set	will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses
	out in the Administrative Guide.	and damages as a result of the member's breach of warranty.