KENANGA ANNUAL REPORT 2017

9. Authority to Directors to Issue Shares “ THAT subject always to the Companies Act, 2016, the Company’s Articles of Association and approvals of the relevant governmental/regulatory authorities, the Board of Directors be and is hereby authorised pursuant to Section 75 and Section 76 of the Companies Act, 2016, to issue shares in the Company at any time to such persons and upon such terms and conditions and for such purposes as the Board of Directors may, in its absolute discretion, deem fit, provided that the aggregate number of shares to be issued does not exceed ten percent (10%) of the total number of issued shares of the Company for the time being and the Board of Directors be and is also empowered to obtain the approval from Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares so issued AND THAT such authority shall commence immediately upon the passing of this Resolution and continue to be in force until the conclusion of the next AGM of the Company.” Ordinary Resolution 11 10. Proposed Share Buy-Back Authority “ THAT subject to the provisions of the Companies Act, 2016, the Memorandum and Articles of Association of the Company, Bursa Malaysia Securities Berhad’s Main Market Listing Requirements and the approvals of all relevant governmental and/or regulatory authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of the Company (“ Proposed Share Buy-Back Authority ”) as may be determined by the Board of Directors of the Company from time to time through Bursa Malaysia Securities Berhad, upon such terms and conditions as the Board of Directors may deem fit in the interest of the Company, provided that: a. The aggregate number of shares to be purchased pursuant to this Resolution does not exceed ten percent (10%) of the total number of issued shares for the time being of the Company and the compliance with the public shareholding spread requirements as stipulated in Paragraph 8.02(1) of Bursa Malaysia Securities Berhad’s Main Market Listing Requirements or other requirements as may be determined by Bursa Malaysia Securities Berhad from time to time; b. The maximum funds to be allocated by the Company for the Proposed Share Buy-Back Authority shall not exceed the Company’s latest audited retained profits of RM513,725,004 as at 31 December 2017; c. The authority conferred by this Resolution shall commence immediately upon the passing of this Ordinary Resolution and shall continue to be in force until: Ordinary Resolution 12 i. the conclusion of the next AGM of the Company at which time it will lapse, unless by Ordinary Resolution passed at the AGM, the authority is renewed either unconditionally or subject to conditions; or ii. the expiration of the period within which the next AGM after that date is required by law to be held; or iii. revoked or varied by Ordinary Resolution passed by the shareholders of the Company in a general meeting, whichever occurs first; but not so as to prejudice the completion of the purchase of its own shares by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of Bursa Malaysia Securities Berhad’s Main Market Listing Requirements or any other relevant authorities; Kenanga Investment Bank Berhad 234 NOTICE OF FORTY-FOURTH (44 TH ) ANNUAL GENERAL MEETING