389 09 / ADDITIONAL INFORMATION 01 02 03 04 05 06 07 08 NOTICE OF ANNUAL GENERAL MEETING c. 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. d. 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. e. 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. f. 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. g. 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 Monday, 25 May 2026 at 11.00 a.m. For the convenience of Shareholders, the Company also offers an alternative mode of submission of Proxy Form, i.e. by electronic means via Boardroom Smart Investor Portal at https://investor.boardroomlimited.com. h. 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 52nd AGM will be put to vote on a poll. 2. Audited Financial Statements for the Financial Year Ended 31 December 2025 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 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 Encik Ismail Harith Merican (Non-Independent Non-Executive Director), Mr. Kanagaraj Lorenz (Independent Non-Executive Director) and Madam Chin Siew Siew (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 52nd AGM, the 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 decision-making; and d. The Directors’ fitness and propriety in line with the fit and proper criteria as stated under Clause 6.1.5 of the Board Succession Planning Framework for Kenanga Group.
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