KENANGA ANNUAL REPORT 2017

4. Re-election of Directors who retire in accordance with Article 75 of the Company’s Articles of Association (“AA”) Article 75 of the AA 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, two (2) Directors of the Company, namely Datuk Syed Ahmad Alwee Alsree and Luigi Fortunato Ghirardello, shall retire in accordance with Article 75 of the AA. The profiles of Datuk Syed Ahmad Alwee Alsree and Luigi Fortunato Ghirardello can be found in the 2017 annual report of the Company. 5. Re-election of Directors who retire in accordance with Article 81 of the Company’s AA Article 81 of the AA provides amongst others, that the Board of Directors shall have the power to appoint any person to be a Director to fill a casual vacancy or as an addition to the existing Board of Directors, and that any Director so appointed shall hold office until the next following AGM and shall then be eligible for re-election. Accordingly, Jeremy Nasrulhaq, Norazian Ahmad Tajuddin and Kanagaraj Lorenz who were appointed during the year as Independent Non-Executive Directors of the Company, shall hold office until the Forty-Fourth (44 th ) AGM and shall then be eligible for re-election pursuant to Article 81 of the AA. The profiles of Jeremy Nasrulhaq, Norazian Ahmad Tajuddin and Kanagaraj Lorenz can be found in the 2017 annual report of the Company. 6. Directors’ Remuneration Section 230(1) of the Companies Act, 2016 provides amongst others, that “the fees” of the directors and “any benefits” payable to the directors of a listed company and its subsidiaries shall be approved at a general meeting. In this respect, the Board of Directors agreed that the shareholders’ approval shall be sought at the Forty-Fourth (44 th ) AGM on the Directors’ remuneration in two (2) separate resolutions as follows: a. Ordinary Resolution 7 on payment of Directors’ fees in respect of the preceding year 2017; and b. Ordinary Resolution 8 on payment of Directors’ benefits from 24 May 2018 to the next AGM in 2019 (“ Current Period ”). 7. Directors’ Fees The payment of the fees to the Non-Executive Chairman, Non-Executive Deputy Chairman and Non-Executive Directors (“ NEDs ”) in respect of the preceding year 2017 will only be paid if the proposed Ordinary Resolution 7 is passed at the Forty-Fourth (44 th ) AGM pursuant to Section 230(1)(b) of the Companies Act, 2016. 8. Benefits Payable to the NEDs a. The benefits payable to the NEDs comprise the allowances and other emoluments payable to the Chairman, Deputy Chairman and members of the Board of Directors of the Company, the Board of Directors of subsidiaries and Board Committees. Annual Report 2017 237 NOTICE OF FORTY-FOURTH (44 TH ) ANNUAL GENERAL MEETING