KENANGA INVESTMENT BANK BERHAD INTEGRATED ANNUAL REPORT 2024 WE ARE KENANGA OUR SUSTAINABILITY APPROACH LEADERSHIP STATEMENT HOW WE ARE GOVERNED FINANCIAL STATEMENTS SHAREHOLDERS’ INFORMATION ADDITIONAL INFORMATION OUR VALUE CREATION APPROACH 373 372 d. upon the purchase by the Company of its own shares, the Board of Directors be and is hereby authorised to – i. cancel the shares so purchased; ii. retain part of the shares so purchased as Treasury Shares and cancel the remainder; iii. retain the shares so purchased as Treasury Shares; iv. distribute the Treasury Shares as share dividends to Shareholders; v. resell the Treasury Shares or any of the said shares in accordance with Bursa Malaysia Securities Berhad’s Main Market Listing Requirements; vi. transfer the Treasury Shares, or any of the said shares for the purposes of or under an employees’ share scheme; vii. transfer the Treasury Shares, or any of the said shares as purchase consideration; viii. cancel the Treasury Shares or any of the said shares; or ix. sell, transfer or otherwise use the Treasury Shares for such other purposes as the Minister of Domestic Trade and Cost of Living may by order prescribe; AND THAT the Board of Directors of the Company be and is hereby authorised to take all steps as are necessary or expedient to implement or to effect the Proposed Renewal of Share Buy-Back Authority with full power to assent to any condition, modification, variation and/ or amendment as may be imposed by the relevant authorities and to take all such steps as may deem necessary or expedient in order to implement, finalise and give full effect in relation thereto.” 9. To transact any other business of the Company for which due notice shall have been received in accordance with the Companies Act 2016. BY ORDER OF THE BOARD NORLIZA ABD SAMAD CCM PC No.: 201908002139 MAICSA 7011089 Group Company Secretary Kuala Lumpur 30 April 2025 NOTICE OF ANNUAL GENERAL MEETING Notes: 1. Proxy 1.1 For the purpose of determining a member who shall be entitled to attend this 51st AGM, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, in accordance with Clause 60 of the Company’s Constitution and Section 34(1) of the Securities Industry (Central Depositories) Act 1991, to issue a General Meeting Record of Depositors as at 22 May 2025. Only a member whose name appears in the Record of Depositors as at 22 May 2025 shall be entitled to attend, speak and vote at the said meeting or appoint proxies to attend and/ or vote on his/ her behalf. NOTICE OF ANNUAL GENERAL MEETING 1.2 A member of the Company entitled to attend, participate, speak and vote at this AGM is entitled to appoint up to two (2) proxies to attend, participate, speak and vote in his/ her place. There shall be no restriction as to the qualification of the proxy. 1.3 A member who is an Authorised Nominee as defined under the Securities Industry (Central Depositories) Act 1991 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. 1.4 Where a member is an Exempt Authorised Nominee as defined under the Securities Industry (Central Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one (1) 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. 1.5 Where a member appoints more than one (1) proxy, the appointments shall be invalid unless he/ she specifies the proportion of his/ her shareholdings to be represented by each proxy. 1.6 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. 1.7 Duly completed Proxy Form must be deposited at the office of the Company’s Share Registrar, 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, Malaysia, not later than Wednesday, 28 May 2025 at 11.00 a.m. 1.8 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 the 51st AGM will be put to vote on a poll. 2. Audited Financial Statements for the Financial Year Ended 31 December 2024 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. 3. Ordinary Resolution 1 - Election of Director Who Retires in Accordance with Clause 84 of the Company’s Constitution Clause 84 of the Constitution provides amongst others that the Board of Directors (“Board”) shall have power at any time, and from time to time, to appoint any person to be a Director, either to fill a casual vacancy or as an additional Director to the existing Board and any Director so appointed shall hold office only until the next AGM and shall then be eligible for election. Accordingly, Ms. Angeline-Ong Su Ming who was appointed as an Independent Non-Executive Director of the Company on 4 June 2024, shall hold office until the 51st AGM and shall then be eligible for election pursuant to Clause 84 of the Company’s Constitution. For the purpose of determining the eligibility of Ms. Angeline-Ong Su Ming to stand for election at the 51st AGM, the Board through its Group Governance, Nomination & Compensation Committee (“GNC”) had gone through the assessment process as mentioned under Paragraph 4 below. The profile of Ms. Angeline-Ong Su Ming can be found in the 2024 Integrated Annual Report of the Company. 4. Ordinary Resolutions 2 to 4 - 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 Encik Jeremy Nasrulhaq (Senior Independent Non-Executive Director), Puan Norazian Ahmad Tajuddin (Independent Non-Executive Director) and Mr. Choy Khai Choon (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 51st AGM, the Board through its 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;
RkJQdWJsaXNoZXIy NDgzMzc=