KENANGA ANNUAL REPORT 2020

337 ANNUAL REPORT 2020 // KENANGA INVESTMENT BANK BERHAD 8. Proposed Renewal of Share Buy-Back Authority To consider, and if thought fit, to pass the following Ordinary Resolution: “ THAT subject to the provisions of the Companies Act 2016, the Company’s Constitution, Bursa Malaysia Securities Berhad’s Main Market Listing Requirements and the approvals of all relevant governmental and/ or regulatory authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of the Company ( “Proposed Renewal of Share Buy-Back Authority” ) as may be determined by the Board of Directors of the Company from time to time through Bursa Malaysia Securities Berhad, upon such terms and conditions as the Board of Directors may deem fit in the interest of the Company, provided that - a. the aggregate number of shares to be purchased pursuant to this Resolution does not exceed ten percent (10%) of the total number of issued shares for the time being of the Company and in compliance with the security holding spread requirement as stipulated in Paragraph 8.02(1) of Bursa Malaysia Securities Berhad’s Main Market Listing Requirements or other requirements as may be determined by Bursa Malaysia Securities Berhad from time to time; b. the maximum funds to be allocated by the Company for the Proposed Renewal of Share Buy-Back Authority shall not exceed the Company’s latest audited retained profits of RM594,296,222 as at 31 December 2020; c. the authority conferred by this Resolution shall commence immediately upon the passing of this Ordinary Resolution and shall continue to be in force until: i. the conclusion of the next Annual General Meeting ( “AGM” ) of the Company at which time it will lapse, unless by Ordinary Resolution passed at the AGM, the authority is renewed either unconditionally or subject to conditions; or ii. the expiration of the period within which the next AGM after that date is required by law to be held; or iii. revoked or varied by Ordinary Resolution passed by the shareholders of the Company in a general meeting, whichever occurs first; but not so as to prejudice the completion of the purchase of its own shares by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of Bursa Malaysia Securities Berhad’s Main Market Listing Requirements or any other relevant authorities; d. upon the purchase by the Company of its own shares, the Board of Directors be and is hereby authorised to - i. cancel the shares so purchased; ii. retain the shares so purchased as Treasury Shares; iii. retain part of the shares so purchased as Treasury Shares and cancel the remainder; iv. distribute the Treasury Shares as share dividends to shareholders; v. resell the Treasury Shares or any of the said shares in accordance with Bursa Malaysia Securities Berhad’s Main Market Listing Requirements; vi. transfer the Treasury Shares, or any of the said shares for the purposes of or under an employees’ share scheme; vii. transfer the Treasury Shares, or any of the said shares as purchase consideration; viii. cancel the Treasury Shares or any of the said shares; or ix. sell, transfer or otherwise use the Treasury Shares for such other purposes as the Minister may by order prescribe; Ordinary Resolution 9