KENANGA ANNUAL REPORT 2018

308 KENANGA INVESTMENT BANK BERHAD 8.3 Special Resolution - Proposed Adoption of New Constitution of the Company The proposed amendments to the existing Memorandum and Articles of Association of the Company are made mainly for the following purposes: a. To ensure compliance with the amended Main Market Listing Requirements of Bursa Malaysia Securities Berhad which was issued on 29 November 2017; and b. To provide clarity and consistency with the amendments arising from the enforcement of the Companies Act 2016 effective 31 January 2017. In view of the above, the shareholders’ approval is sought for the Company to alter or amend the whole of the existing Memorandum and Articles of Association of the Company by replacement thereof with a new Constitution of the Company as set out in Part B of the Circular to Shareholders dated 30 April 2019 in accordance with Section 36(1) of the Companies Act 2016. The Circular to Shareholders on the Proposed Adoption of New Constitution of the Company which is dispatched together with the Annual Report of the Company for the Financial Year Ended 31 December 2018, shall take effect once the proposed Special Resolution has been passed by a majority of not less than seventy- ve percent (75%) of such members who are entitled to vote and do vote in person or by proxy at the forthcoming Forty-Fifth (45 th ) AGM. 9. Abstention from Voting 9.1 Any NED referred to in Ordinary Resolutions 1, 2 and 3 who is a shareholder of the Company will abstain from voting on the resolution in respect of his re-election at the Forty-Fifth (45 th ) AGM. In this respect, Dato’ Richard Alexander John Curtis, who is a shareholder of the Company, will abstain from voting on Ordinary Resolution 1. 9.2 Any NEDs of the Company who are the shareholders of the Company will abstain from voting on Ordinary Resolution 4 and Ordinary Resolution 5 concerning the Directors’ fees and Directors’ bene ts at the Forty-Fifth (45 th ) AGM. In this respect, Dato’ Richard Alexander John Curtis and Luigi Fortunato Ghirardello, who are shareholders of the Company, will abstain from voting on Ordinary Resolution 4 and Ordinary Resolution 5. 10. Poll Voting Pursuant to Paragraph 8.29A (1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all the resolutions set out in this Notice will be put to vote by poll. 11. Publication of AGM Notice on the Company’s Website Pursuant to Section 320 of the Companies Act 2016, the Notice of the Company’s Forty-Fifth (45 th ) AGM is also available on the Company’s website at www.kenanga.com.my throughout the period beginning from the date of notice until the conclusion of the Forty-Fifth (45 th ) AGM. NOTICE OF FORTY-FIFTH (45 TH ) ANNUAL GENERAL MEETING