KENANGA ANNUAL REPORT 2017

AS SPECIAL BUSINESS To consider, and if thought fit, to pass the following Ordinary Resolutions: 8. Proposed Allocation of Employees’ Share Scheme (“ESS” or “the Scheme”) Awards to Datuk Chay Wai Leong, Group Managing Director of Kenanga Investment Bank Berhad “ THAT pursuant to the Scheme as approved by the shareholders under the Ordinary Resolution 1 at the Extraordinary General Meeting held on 25 May 2017, approval be and is hereby given to the Board of Directors to authorise the ESS Committee at any time and from time to time, to grant Datuk Chay Wai Leong, the Group Managing Director of the Company, (i) an option to subscribe for 10,000,000 new ordinary shares of the Company (“ Shares ”) pursuant to the employees’ share option scheme under the ESS (“ ESOS Options ”), to be vested over a period of three (3) years commencing from year 2019 until year 2021 and exercisable within three (3) years from the vesting date or till expiry of the ESS, whichever is earlier, at the exercise price of five percent (5%) premium to the five (5)-market days volume weighted average price prior to the granting of the ESOS Options; and (ii) an award of not more than 3,612,735 Shares, that is available (in aggregate) for the senior management of the Company who are eligible to participate, over a period of four (4) years from year 2018 until year 2021 pursuant to the employee share grant plan under the ESS (“ ESGP Awards ”) in accordance with the provisions of the By-Laws of the ESS (the ESOS Options and the ESGP Awards are collectively referred to as the “ ESS Awards ”), provided always that not more than ten percent (10%) of the aggregate number of Shares to be issued under the Scheme shall be allocated to any individual eligible person who, either singly or collectively through persons connected with the eligible person, holds twenty percent (20%) or more of the issued share capital of the Company (excluding treasury shares), and subject always to such terms and conditions of the Scheme as may, from time to time, be modified, varied and/or amended in accordance with the provisions of the By-Laws of the ESS and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, or any prevailing guidelines issued by Bursa Malaysia Securities Berhad or any other relevant authorities, as amended from time to time. THAT the Board of Directors be and is hereby authorised to allot and issue new Shares and/ or transfer existing Shares to Datuk Chay Wai Leong pursuant to his exercise of the ESOS Options allocated to him, and/or vesting of the ESGP Awards granted to him, from time to time under the Scheme. AND THAT the Board of Directors be and is hereby authorised to take such steps as are necessary or expedient to implement, finalise or to give full effect to the proposed allocation of ESS Awards to Datuk Chay Wai Leong with full power to assent to any terms, conditions, modifications, variations and/or amendments as may be imposed and/or permitted by the relevant authorities or otherwise thought fit by the Board of Directors to be in the best interest of the Company; to execute, sign and deliver on behalf of the Company all such agreements, arrangements and documents as may be necessary to give full effect to, complete and implement the proposed allocation of ESS Awards to Datuk Chay Wai Leong as well as to deal with all matters relating thereto and/or to do all such acts and things as the Board of Directors may deem fit and expedient in the best interest of the Company.” Ordinary Resolution 10 Annual Report 2017 233 NOTICE OF FORTY-FOURTH (44 TH ) ANNUAL GENERAL MEETING