Ranhill Utilities : Notice of 9th AGM

NOTICE OF

ANNUAL GENERAL MEETING

RANHILL UTILITIES BERHAD

Registration No. 201401014973 (1091059-K)

(Incorporated in Malaysia)

NOTICE IS HEREBY GIVEN that the Ninth (9th) Annual General Meeting ("AGM") of Ranhill Utilities Berhad ("Ranhill" or "the Company") will be held on 17 May 2023, Wednesday at 2.30 p.m. at Taming Sari 1 & 2, Ground Floor, Royale Chulan Kuala Lumpur, No. 5 Jalan Conlay, 50450 Kuala Lumpur or any adjournment thereof, for the purpose of considering, and if thought fit, passing the following business:-

AGENDA
As Ordinary Business
1. To receive the Audited Financial Statements for the financial year ended 31 December 2022 together with	Note 1
the Directors' and Auditors' Reports thereon.

2. To re-elect the following Directors who retire in accordance with Clause 111 of the Company's Constitution, and are being eligible, have offered themselves for re-election:

	(a) YBhg. Datuk Seri Lim Haw Kuang		Ordinary Resolution 1
	(b) YBhg. Datuk Abdullah Karim		Ordinary Resolution 2
	(c) Encik Abu Talib Abdul Rahman		Ordinary Resolution 3
3.	To approve the payment of Directors' fees and benefits to the	Non-Executive Directors of the Company from	Ordinary Resolution 4
	the conclusion of this Annual General Meeting up till the conclusion of the next Annual General Meeting of
	the Company.
4.	To approve the additional benefits payable to the Independent	Non-Executive Directors of the Company for	Ordinary Resolution 5
	an amount of RM1,000,000 in the financial year ending 31 December 2023.
5.	To re-appoint Messrs Deloitte PLT as Auditors of the Company for the ensuing year and to authorise the	Ordinary Resolution 6
	Directors to fix their remuneration.

As Special Business

To consider and if thought fit, to pass the following as Ordinary Resolutions:-

6. Authority To Allot And Issue Shares Pursuant To Sections 75 And 76 Of The Companies Act, 2016

Ordinary Resolution 7

"THAT, the Directors be and are hereby empowered, pursuant to Sections 75 and 76 of the Companies Act 2016 ("the Act"), to issue and allot shares in the Company, at any time, to such persons and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit including in pursuance of offers, agreements or options to be made or granted by the Directors while this approval is in force, and that the Directors be and are hereby further authorised to make or grant offers, agreements or options in respect of shares in the Company including those which would or might require shares in the Company to be issued after the expiration of the approval hereof provided that the aggregate number of shares to be issued pursuant to this approval does not exceed ten (10) percent of the total number of issued shares of the Company for the time being (excluding treasury shares, if any) and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on stock exchange Bursa Malaysia and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company, subject always to the Act, the Constitution of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") and the approvals of all relevant regulatory bodies being obtained (if required);

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NOTICE OF ANNUAL GENERAL MEETING

AND THAT in connection with the above, pursuant to Section 85 of the Act to be read together with Clause 61 of the Company's Constitution, the shareholders of the Company do hereby waive their pre-emptive rights over all new shares, options over or grants of new shares in the Company and/or any new shares to be issued pursuant to such options, grants or such new shares when issued, to rank pari passu with existing issued shares in the Company."

7. Proposed Renewal Of The Authority To Allot New Ordinary Shares In The Company ("New Ranhill	Ordinary Resolution 8
Shares"), For The Purpose Of a Dividend Reinvestment Plan ("DRP") That Provides The Shareholders
Of The Company The Option To Elect To Reinvest Their Cash Dividend ("Proposed Renewal Of DRP")
"THAT pursuant to the DRP as approved by the Shareholders at the Extraordinary General Meeting held on
11 April 2019 and subject to the approval of the relevant regulatory authority (if any), approval be and is
hereby given to the Company to allot and issue such number of New Ranhill Shares from time to time as may
be required to be allotted and issued pursuant to the DRP until the conclusion of the next Annual General
Meeting of the Company upon terms and conditions and to such persons as the Directors of the Company
may, in their absolute discretion, deem fit and in the	best interest of the Company PROVIDED THAT the
issue price of the said New Ranhill Shares shall be fixed by the Directors at not more than ten percent (10%)
discount to the adjusted five (5)-dayvolume-weighted average market price ("VWAP") of New Ranhill Shares
immediately prior to the price-fixing date, of which the VWAP shall be adjusted ex-dividend before applying
the aforementioned discount in fixing the issue price of	New Ranhill Shares;
AND THAT the Directors and the Secretary of the Company be and are hereby authorised to do all such acts
and enter into all such transactions, arrangements, deeds, undertakings and documents as may be necessary
or expedient in order to give full effect to the DRP with full power to assent to any conditions, modifications,
variations and/or amendments as may be imposed or agreed to by any relevant authorities (if any) or
consequent upon the implementation of the said conditions, modifications, variations and/or amendments,
by the Directors as they, in their absolute discretion, deem fit and in the best interest of the Company."
8. Proposed Renewal Of Share Buy-Back Authority		Ordinary Resolution 9

"THAT subject to the rules, regulations, orders and guidelines made pursuant to the Companies Act 2016 ("the Act"), provisions of the Constitution of the Company and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") and the approvals of any relevant regulatory authorities and parties, the Company be and is hereby authorised to purchase on the market and/or hold such number of the Company's issued ordinary shares ("Ranhill Shares") through Bursa Securities ("Proposed Share Buy- Back") as may be determined by the Directors of the Company from time to time upon such terms and conditions as the Directors may deem fit, necessary and expedient in the interest of the Company subject to the following:-

1. the aggregate number of Ranhill Shares which may be purchased and/or held by the Company at any point of time pursuant to the Proposed Share Buy-Back shall not exceed ten percent (10%) of the total number of issued shares of the Company for the time being quoted on Bursa Securities;
2. the maximum funds to be allocated by the Company for the Proposed Share Buy-Back shall not exceed the retained earnings of the Company at the time of such purchase; and
3. the authority conferred by this resolution will be effective immediately upon the passing of this Ordinary Resolution and will expire at the conclusion of the next Annual General Meeting of the Company, unless renewed or earlier revoked or varied by ordinary resolution of the shareholders of the Company in a general meeting or the expiration of the period within which the next Annual General Meeting after the date is required by law to be held, whichever occurs first, but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of the Main Market Listing Requirements of Bursa Securities or any other relevant authorities;

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NOTICE OF ANNUAL GENERAL MEETING

THAT the Directors be and are hereby authorised to deal with the shares purchased by the Company pursuant to the Proposed Share Buy-Back in their absolute discretion and that the shares so purchased may be retained as treasury shares, distributed as share dividends to the shareholders, resold on the market of Bursa Securities, transferred and/or cancelled in accordance with the Act and/or be dealt with in such other manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act, the Main Market Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force, as may be selected and determined by the Directors from time to time;

AND THAT the Directors be and are hereby authorised to take all steps as are necessary or expedient to implement or to give effect the Proposed Share Buy-Back with full powers to amend and/or assent to any conditions, modifications, variations or amendments (if any) as may be imposed by the relevant governmental/ regulatory authorities from time to time and to do all such acts and things as they may deem necessary or expedient in order to implement, finalise and give full effect in relation thereto."

9. Proposed Renewal Of Shareholders' Mandate For Recurrent Related Party Transactions ("Renewal	Ordinary Resolution 10
RRPT") Of A Revenue Or Trading Nature ("Proposed Renewal Of Shareholders' Mandate")
"THAT subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad, the Company and/or its subsidiary companies ("the Group") be and are hereby authorised to enter
into and give effect to the recurrent related party transactions of a revenue or trading nature with the related
parties as set out in Section 2.5(I) Part B of the Circular to Shareholders dated 25 April 2023 ("the Related
Parties") provided that such transactions are:-
(a) necessary for the day-to-day operations;
(b) undertaken in the ordinary course of business and at arm's length basis and on normal commercial terms
which are not more favourable to the Related Party than those generally available to the public; and
(c) are not prejudicial to the minority shareholders of the Company.
("the Shareholders' Mandate")
THAT such approval shall continue to be in force until:
(a) the conclusion of the next Annual General Meeting ("AGM") of the Company following this AGM at
which the Shareholders' Mandate is passed, at which time it will lapse, unless by a resolution passed at
such AGM whereby the authority is renewed; or
(b) the expiration of the period within which the next AGM after that date is required to be held pursuant
to Section 340(1) of the Companies Act 2016 ("the Act") (but shall not extend to such extension as may
be allowed pursuant to Section 340(4) of the Act); or
(c) is revoked or varied by resolution passed by shareholders in a general meeting,
whichever is the earliest;
THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things
(including executing all such documents as may be required) as they may consider expedient or necessary to
give effect to the Shareholders' Mandate;
AND THAT the estimated value of the recurrent related party transactions specified in Section 2.5(I) Part B of
the Circular being provisional in nature, the Directors of the Company be and are hereby authorised to agree
to the actual amount(s) thereof provided always that such amount(s) comply with the review procedures set
out in Section 3.0 Part B of the Circular."

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NOTICE OF ANNUAL GENERAL MEETING

10. Proposed New Shareholders' Mandate For Additional Recurrent Related Party Transactions	Ordinary Resolution 11
("Additional RRPT") Of A Revenue Or Trading Nature ("Proposed New Shareholders' Mandate")
"THAT subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad ("Bursa Securities") the Company and/or its subsidiary companies ("the Group") be and are hereby
authorised to enter into and give effect to the recurrent related party transactions of a revenue or trading
nature with the related parties as set out in Section 2.5(II) Part B of the Circular to Shareholders dated 25
April 2023 ("the Related Parties") provided that such transactions and/or arrangements are:
(a) necessary for the day-to-day operations of the Group;
(b)	undertaken in the ordinary course of business and at arm's length basis and on normal commercial terms
	which are not more favourable to the Related Party than those generally available to the public; and
(c)	are not prejudicial to the minority shareholders of the Company.
("the Shareholders' Mandate")
THAT such approval shall continue to be in force until:
(a) the conclusion of the next Annual General Meeting ("AGM") of the Company following this AGM at
	which the Shareholders' Mandate is passed, at which time it will lapse, unless by a resolution passed at
	such AGM whereby the authority is renewed; or
(b)	the expiration of the period within the next AGM of the Company after that date is required to be
	held pursuant to Section 340(1) of the Companies Act 2016 ("the Act") (but shall not extend to such
	extension as may be allowed pursuant to Section 340(4) of the Act); or
(c)	revoked or varied by resolution passed by the shareholders of the Company in a general meeting,

whichever is the earliest;

THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the Shareholders' Mandate;

AND THAT the estimated value of the recurrent related party transactions specified in Section 2.5(II) Part B of the Circular being provisional in nature, the Directors of the Company be and are hereby authorised to agree to the actual amount(s) thereof provided always that such amount(s) comply with the review procedures set out in Section 3.0 Part B of the Circular."

11. To transact any other business of which due notice shall have been given in accordance with the Companies Act 2016 and the Constitution of the Company.

BY ORDER OF THE BOARD

LAU BEY LING (MAICSA 7001523) (PC No. 201908004064)

LEONG SHIAK WAN (MAICSA 7012855) (PC No. 202008002757)

Company Secretaries

Johor Bahru

25 April 2023

MEMBERS ENTITLED TO ATTEND AND PARTICIPATE

In respect of deposited securities, only a member whose name appears in the General Meeting Record of Depositors as of 10 May 2023, Wednesday shall be entitled to attend, participate, speak and vote at the 9th AGM.

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NOTICE OF ANNUAL GENERAL MEETING

NOTES ON THE APPOINTMENT OF PROXY

1. A member of the Company entitled to attend, participate, speak and vote at this meeting is entitled to appoint not more than two (2) proxies to attend and vote on his/her behalf except in the circumstances set out in notes 3 and 4 below. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy.
2. Where a member appoints more than one (1) proxy, each proxy appointed, shall represent a minimum of 100 shares and such appointment shall be invalid unless he/she specifies the proportion of his/her shareholding to be represented by each proxy.
3. Where a member who is an authorised nominee as defined under the Securities Industry (Central Depositors) Act, 1991 ("SICDA"), it may appoint not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
4. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ("omnibus account"), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds to vote instead of it, and that a proxy need not also be a member and that where a member appoints more than one proxy, the appointments shall be invalid unless it specifies the proportion of its holdings to be represented by each proxy.
5. An exempt authorised nominee refers to an authorised nominee defined under the SICDA which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.
6. The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorized in writing or if such appointer is a corporation, it must be under its seal or under the hand of an officer or attorney duly authorized by the corporation.
7. The instrument appointing a proxy must be deposited to the Company's Share Registrar, Boardroom Share Registrars Sdn. Bhd. ("Boardroom") whether in hard copy or by electronic means in the following manner not later than twenty-four (24) hours from the date of the 9th AGM i.e. by 16 May 2023, Tuesday at 2.30 p.m.:-
8. 1. In Hard copy:
      By hand or post to the office of Boardroom at Boardroom Share Registrars Sdn. Bhd. at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan.
   2. By Electronic means:
   3. • Via email at [e-mail]; or
      • Via Boardroom Smart Investor Portal athttps://investor.boardroomlimited.com. Please refer to the Administration Guide of the 9th AGM for registration procedures.

OTHERS

8. Pursuant to Paragraph 8.29A (1) of the Listing Requirements of Bursa Malaysia Securities Berhad, all the resolutions set out in the Notice of the 9th AGM will be put to vote by way of poll. Poll Administrator and Independent Scrutineers will be appointed to conduct the polling/e-polling process and verify the results of the poll respectively.

Personal data privacy:-

By submitting an instrument appointing a proxy(ies) and/or corporate representative(s) and/or attorney(s) to attend, speak and vote at the 9th AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member's personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the 9th AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the 9th AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.

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