SHAREHOLDERS’ INFORMATION 367 OUR SUSTAINABILITY APPROACH HOW WE ARE GOVERNED FINANCIAL STATEMENTS ADDITIONAL INFORMATION NOTICE OF FIFTIETH (50TH) ANNUAL GENERAL MEETING 2.6 The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/ her attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised. Any alteration to the instrument appointing a proxy must be initialled. 2.7 Duly completed Proxy Form must be deposited at the office of the Company’s Share Registrar, Boardroom at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia, not later than Wednesday, 29 May 2024 at 11.00 a.m. Alternatively, you may choose to submit the proxy appointment electronically via Boardroom’s Smart Investor Portal Online website at https://investor.boardroomlimited.com before the Proxy Form submission cut-off time as mentioned above. For further information on the electronic submission of Proxy Form, kindly refer to the procedures provided in the Administrative Guide. 2.8 Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice of 50th AGM will be put to vote on a poll. 3. Audited Financial Statements for the Financial Year Ended 31 December 2023 The Audited Financial Statements are laid in accordance with Section 340(1)(a) of the Companies Act 2016 for discussion only under Agenda 1. They do not require Shareholders’ approval and hence, will not be put to vote. 4. Ordinary Resolutions 1 to 3 - Re-Elections of Directors Who Retire in Accordance with Clause 78 of the Company’s Constitution Clause 78 of the Constitution provides that one-third (1/3) of the Directors of the Company for the time being, shall retire by rotation at an AGM of the Company. Pursuant thereto, three (3) Non-Executive Directors of the Company, namely YAM Tan Sri Dato’ Seri Syed Zainol Anwar Ibni Syed Putra Jamalullail (Chairman/ Independent Non-Executive Director), Encik Ismail Harith Merican (Non-Independent NonExecutive Director) and Mr. Luk Wai Hong, William (Non-Independent Non-Executive Director), shall retire in accordance with Clause 78 of the Company’s Constitution. For the purpose of determining the eligibility of the Directors to stand for re-election at the 50th AGM, the Board of Directors (“Board”) through its Group Governance, Nomination & Compensation Committee (“GNC”) had assessed each of the retiring Directors, and considered the following: a. The Directors’ performance and contribution based on the outcome of the performance evaluation conducted on the Board, Board Committees and Individual Directors; b. The Director’s level of contribution to the Board’s deliberations through their skills, experience and strength in qualities; c. The level of independence demonstrated by the Directors, and their ability to act in the best interests of the Company in decisionmaking; and d. The Directors’ fitness and proprietary in line with the fit and proper criteria as stated under Clause 6.1.5 of the Board Succession Planning Framework for Kenanga Group. In line with Practice 6.1 of the Malaysian Code on Corporate Governance, the Board had conducted an assessment of the Directors of the Company based on the relevant performance criteria covering the following areas: a. Knowledge, expertise and leadership; b. Financial integrity and reputation; c. Will and ability to critically challenge and ask the right questions; d. Character in dealing with potential conflict of interest situations; e. Commitment to serve the Company, due diligence and honesty; f. Confidence to stand up for a point of view; g. Fitness and proprietary; h. Calibre and personality; i. Board dynamics and participation; j. Competency and capability;
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