155 06 / FINANCIAL STATEMENTS 01 02 03 04 05 07 08 09 DIRECTORS’ REPORT KENANGA GROUP’S EMPLOYEES’ SHARE SCHEME (“ESS” OR “SCHEME”) The Kenanga Group’s ESS is governed by the By-Laws approved by the shareholders of the Bank at an Extraordinary General Meeting held on 25 May 2017. The ESS was implemented on 21 September 2017. It is valid for a period of five (5) years from its commencement date, and is administered by the ESS Committee. The ESS has been extended for another five (5) years from 21 September 2022 to 20 September 2027 in accordance with the provisions of the By-Laws of the ESS. The aggregate maximum number of shares which may be made available by the Bank under the Scheme shall not in aggregate exceed 10% of the issued share capital of the Bank (excluding treasury shares) at any point in time during the duration of the Scheme. Other principal features of the ESS are as follows: (i) The employees eligible to participate in the ESS must be at least eighteen (18) years of age on the Award Date and are employed by, and are on the payroll of the Kenanga Group and are confirmed in service. The ESS applies to the Bank and its non-dormant subsidiaries. (ii) The entitlement under the ESS for the Executive Directors are subject to the approval of the shareholders in a general meeting and are not prohibited or disallowed by the relevant authorities or laws from participation in the Scheme. The ESS encompasses two (2) primary schemes in the form of Employees’ Share Option Scheme (“ESOS”) and Employee Share Grant Plan (“ESGP”). The actual allocation of share options to senior management of the Group over the maximum ESS shares was 31.58% as at 31 December 2025. The actual allocation of share grant to senior management of the Group over the maximum ESS shares was 3.30% as at 31 December 2025. More details of the ESS are as disclosed in Note 55 to the financial statements. ISSUANCE OF SHARES AND DEBENTURES There were no new ordinary shares or debentures issued during the financial year. SHARE BUY-BACK During the financial year, the Bank bought back 816,700 ordinary shares at an average price of RM0.853 from the open market. The share buy-back transactions were financed by internally generated funds. As at 31 December 2025, the total number of shares held as treasury shares in accordance with the provisions of Section 127 of the Companies Act 2016 was 7,576,000. Such treasury shares are held at a carrying amount of RM7,446,000 (2024: RM7,441,000), as disclosed in Note 28 (ii) to the financial statements.
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