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 377 376 8. Ordinary Resolution 7 - Re-Appointment of Auditors The AC, at its meeting held on 23 January 2025, had undertaken an annual assessment of the performance and independence of the External Auditors, Ernst & Young PLT in accordance with Section 67(1) of the Financial Services Act 2013 and Section 76(1) of the Islamic Financial Services Act 2013. Based on its assessment, the AC had recommended to the Board for approval, the re-appointment of Ernst & Young PLT as the Company’s External Auditors, given that Ernst & Young PLT had fulfilled all the qualifications set out in Bank Negara Malaysia’s Policy Document on External Auditor in terms of its performance and independence. The assessment conducted had taken into consideration the following factors: a. Level of knowledge, capabilities, experience and quality of previous work; b. Level of engagement with the AC/ Board; c. Ability to provide constructive observations, implications and recommendations in areas which require improvements; d. Appropriateness of audit approach and the effectiveness of audit planning; e. Ability to perform the audit work within the agreed duration given; f. Non-audit services rendered by the External Auditors to KIBB Group did not impede independence; and g. Ability of the External Auditors to demonstrate unbiased stance when interpreting the standards/ policies adopted by the Company. The Board had also noted that the AC when assessing the proposal on Ernst & Young PLT’s re-appointment, had also taken into consideration Ernst & Young PLT’s 2024 Transparency Report, outlining the audit firm’s legal and governance structures, measures to uphold audit quality and manage risks, as well as measurements of audit quality indicators. In terms of its independence, Ernst & Young PLT had confirmed that it was independent of KIBB Group and KIBB in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants and the International Code of Ethics for Professional Accountants (including International Independence Standards). Based on the assessment, the Board had concurred with the AC’s recommendation and concluded that Ernst & Young PLT had fulfilled all the qualification criteria set out in Bank Negara Malaysia’s Policy on External Auditor in terms of its performance and independence and further recommended the proposed re-appointment of Ernst & Young PLT as KIBB Group’s External Auditors to the Shareholders for approval at the 51st AGM, subject to the approval from Bank Negara Malaysia. Subsequent to the above, Bank Negara Malaysia had on 15 April 2025, granted its approval for the re-appointment of Ernst & Young PLT as KIBB’s External Auditors, the appointment of Mr. Chan Hooi Lam as the Engagement Partner and the appointment of Dato’ Abdul Rauf Rashid as the Concurring Partner for the Financial Year Ending 31 December 2025. NOTICE OF ANNUAL GENERAL MEETING NOTICE OF ANNUAL GENERAL MEETING 9. Special Business 9.1 Ordinary Resolution 8 - Authority to Directors to Issue Shares The proposed Ordinary Resolution 8 is a renewal of the general mandate pursuant to Section 75 and Section 76 of the Companies Act 2016 obtained from the Shareholders of the Company at the previous AGM held on 30 May 2024 and, if passed, will give powers to the Board to issue ordinary shares in the share capital of the Company up to an aggregate amount not exceeding ten percent (10%) of the total number of issued shares of the Company for the time being. This general mandate, unless revoked or varied at a general meeting, will expire at the next AGM. The general mandate from the Shareholders is to provide the Company the flexibility to undertake any share issuance during the financial year without having to convene a general meeting. The rationale for this proposed mandate is to allow for possible share issue and/ or fund raising exercises including placement of shares for the purpose of funding current and/ or future investment project, working capital and/ or acquisitions, as well as in the event of any strategic opportunities involving equity deals which may require the Company to allot and issue new shares on urgent basis and thereby reducing the administrative time and costs associated with the convening of additional shareholders’ meeting(s). In any event, the exercise of the mandate is only to be undertaken if the Board considers it to be in the best interest of the Company. The general mandate obtained from the Shareholders of the Company at the previous AGM held on 30 May 2024 had not been utilised and hence, no proceed was raised therefrom. 9.2 Ordinary Resolution 9 - Proposed Renewal of Share Buy-Back Authority The proposed Ordinary Resolution 9, if passed, will empower the Board to allocate an amount not exceeding the retained profits of the Company for the purpose of and to purchase such amount of ordinary shares in the Company from time to time on the market of Bursa Malaysia Securities Berhad upon such terms and conditions as the Board may deem fit in the interest of the Company provided that the aggregate number of shares purchased pursuant to this Ordinary Resolution does not exceed ten percent (10%) of the total number of issued shares of the Company for the time being. The Shareholders’ mandate for the Proposed Renewal of Share Buy-Back Authority is subject to renewal on an annual basis. Further information on the Proposed Renewal of Share Buy-Back Authority is set out in the Share Buy-Back Statement dated 30 April 2025 which is despatched together with the Notice of the 51st AGM. 10. Poll Voting Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all the Resolutions set out in this Notice will be put to vote by poll. 11. Publication of AGM Notice on the Company’s Website Pursuant to Section 320 of the Companies Act 2016, the Notice of the Company’s 51st AGM is also available on the Company’s website at https://www.kenanga.com.my/investor-relations/AGM2025 throughout the period beginning from the date of this Notice until the conclusion of the 51st AGM.
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