KENANGA ANNUAL REPORT 2018

307 ANNUAL REPORT 2018 7. Ordinary Resolution 6 - Re-appointment of Auditors The Board of Directors had at its meeting on 31 January 2019 approved the recommendation of the Audit Committee on the re-appointment of Messrs. Ernst & Young as Auditors of the Company to be further recommended to the shareholders for approval, after having considered several factors including the adequacy of experience and resources of the rm and the professional staff assigned to the audit. Pursuant to Section 67(2) of the Financial Services Act 2013, BNM had, on 19 March 2019, approved the Company’s application for the re-appointment of Messrs. Ernst & Young as Auditors of the Company. 8. Special Business 8.1 Ordinary Resolution 7 - Authority to Directors to Issue Shares The proposed Ordinary Resolution 7 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 23 May 2018 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 exibility to undertake any share issuance during the nancial 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 23 May 2018 had not been utilised and hence, no proceed was raised therefrom. 8.2 Ordinary Resolution 8 - Proposed Renewal of Share Buy-Back Authority The proposed Ordinary Resolution 8, if passed, will empower the Board of Directors to allocate an amount not exceeding the retained pro ts of the Company for the purpose of and to purchase such amount of ordinary shares in the Company from time to time on the market of Bursa Malaysia Securities Berhad upon such terms and conditions as the Board of Directors may deem t in the interest of the Company provided that the aggregate number of shares purchased pursuant to this Resolution does not exceed ten percent (10%) of the total number of issued shares of the Company for the time being. The shareholders’ mandate for the Proposed Renewal of Share Buy-Back Authority is subject to renewal on an annual basis. Further information on the Proposed Renewal of Share Buy-Back Authority is set out in the Share Buy-Back Statement dated 30 April 2019 which is dispatched together with the Annual Report of the Company for the Financial Year Ended 31 December 2018. NOTICE OF FORTY-FIFTH (45 TH ) ANNUAL GENERAL MEETING