KENANGA ANNUAL REPORT 2017

10. Special Business 10.1 Ordinary Resolution 10 – Proposed Allocation of Employees’ Share Scheme (“ESS” or “the Scheme”) to Datuk Chay Wai Leong, Group Managing Director of Kenanga Investment Bank Berhad The Scheme was approved by the shareholders at the Extraordinary General Meeting of the Company held on 25 May 2017. The proposed Ordinary Resolution 10, if passed, will give powers 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 ESS 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 other relevant authorities, as amended from time to time. Further information on the Scheme (including the purpose and the terms and conditions of the allotment under the By- Laws) is set out in the Circular to Shareholders dated 28 April 2017 which is available on the Company’s website at www.kenanga.com.my or Bursa Malaysia Securities Berhad’s website at www.bursamalaysia.com. 10.2 Ordinary Resolution 11 – Authority to Directors to Issue Shares The proposed Ordinary Resolution 11 is a renewal of the general mandate pursuant to Section 75 and Section 76 of the Companies Act, 2016 obtained from shareholders of the Company at the previous AGM held on 25 May 2017 and, if passed, will give powers to the Board of Directors to issue ordinary shares in the share capital of the Company up to an aggregate amount not exceeding ten percent (10%) of the total number of issued shares of the Company for the time being. This general mandate, unless revoked or varied at a general meeting, will expire at the next AGM. The general mandate from shareholders is to provide the Company the flexibility to undertake any share issuance during the financial year without having to convene a general meeting. The rationale for this proposed mandate is to allow for possible share issue and/or fund raising exercises including placement of shares for the purpose of funding current and/ or future investment project, working capital and/or acquisitions, as well as in the event of any strategic opportunities involving equity deals which may require the Company to allot and issue new shares on urgent basis and thereby reducing the administrative time and costs associated with the convening of additional shareholders’ meeting(s). In any event, the exercise of the mandate is only to be undertaken if the Board of Directors considers it to be in the best interest of the Company. The general mandate obtained from the shareholders of the Company at the previous AGM held on 25 May 2017 had not been utilised and hence, no proceed was raised therefrom. Annual Report 2017 239 NOTICE OF FORTY-FOURTH (44 TH ) ANNUAL GENERAL MEETING