KENANGA ANNUAL REPORT 2018

306 KENANGA INVESTMENT BANK BERHAD 4. Directors’ Remuneration Section 230(1) of the Companies Act 2016 provides amongst others, that “the fees” of the directors and “any bene ts” 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-Fifth (45 th ) AGM on the Directors’ remuneration in two (2) separate resolutions as follows: a. Ordinary Resolution 4 on payment of Directors’ fees in respect of the Financial Year Ended 31 December 2018; and b. Ordinary Resolution 5 on payment of Directors’ bene ts from 31 May 2019 to the next AGM in 2020 (“ Current Period ”). 5. 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 Financial Year Ended 31 December 2018 will only be paid if the proposed Ordinary Resolution 4 is passed at the Forty-Fifth (45 th ) AGM pursuant to Section 230(1)(b) of the Companies Act 2016. 6. BENEFITS PAYABLE TO THE NEDs a. The bene ts 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. b. The current Directors’ remuneration framework of the Company is as set out below. Description Chairman Deputy Chairman Board Members Bene ts (applicable to the Company only) Golf club membership, leave passage, driver, car, medical bene ts and other claimable bene ts Golf club membership, car, medical bene ts and other claimable bene ts Medical bene ts Type of Meeting Allowance (per meeting) Chairman NED/ Member Board of Directors RM2,000 RM2,000 General Meeting RM2,000 RM2,000 Board Committees RM2,000 RM2,000 c. Payment of the bene ts to the NEDs of the Company and its subsidiaries is made on a monthly basis and/ or as and when incurred if the proposed Ordinary Resolution 5 is passed at the Forty-Fifth (45 th ) AGM. The Board of Directors is of the view that it is just and equitable for the NEDs to be paid the Directors’ Remuneration (excluding Directors’ fees) on a monthly basis and/ or as and when incurred, particularly after discharging their responsibilities and rendering their services to the Company and its subsidiaries throughout the Current Period. NOTICE OF FORTY-FIFTH (45 TH ) ANNUAL GENERAL MEETING