KENANGA ANNUAL REPORT 2020

340 7 1 2 3 4 5 6 ADDITIONAL INFORMATION 9. Ordinary Resolution 7 - Re-Appointment of Auditors The Audit Committee of the Company, at its meeting held on 25 January 2021, had undertaken an annual assessment of the performance and independence of the External Auditors, Ernst & Young PLT in accordance with Section 67(1) of the Financial Services Act 2013. Based on the assessment, the Audit Committee had recommended to the Board of Directors for approval, the re-appointment of Ernst & Young PLT as the Company’s External Auditors, given that Ernst & Young PLT had fulfilled all the qualifications set out in Bank Negara Malaysia’s Policy Document on External Auditor in terms of its performance, as well as independence. The assessment conducted had taken into consideration the following factors: a. Level of knowledge, capabilities, experience and quality of previous work; b. Level of engagement with the Audit Committee/ Board of Directors; c. Ability to provide constructive observations, implications and recommendations in areas which require improvements; d. Appropriateness of audit approach and the effectiveness of audit planning; e. Ability to perform the audit work within the agreed duration given; f. Non-audit services rendered by the External Auditors to KIBB Group did not impede independence; and g. Ability of the External Auditors to demonstrate unbiased stance when interpreting the standards/ policy adopted by the Company. The Board of Directors had, at its meeting on 27 January 2021, approved the recommendation of the Audit Committee on the re-appointment of Ernst & Young PLT as Auditors of the Company for the Financial Year Ending 31 December 2021, to be further recommended to the shareholders for approval at the Forty-Seventh (47 th ) AGM, subject to the approval from Bank Negara Malaysia. Pursuant to Section 67(2) of the Financial Services Act 2013, Bank Negara Malaysia had, on 1 April 2021, approved the Company’s application for the re-appointment of Ernst & Young PLT as Auditors of the Company for the Financial Year Ending 31 December 2021. 10. Special Business 10.1 Ordinary Resolution 8 - Authority to Directors to Issue Shares The proposed Ordinary Resolution 8 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 11 June 2020 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 11 June 2020 had not been utilised and hence, no proceed was raised therefrom. 10.2 Ordinary Resolution 9 - Proposed Renewal of Share Buy-Back Authority The proposed Ordinary Resolution 9 , if passed, will empower the Board of Directors to allocate an amount not exceeding the retained profits 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 fit 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 2021 which is dispatched together with the Notice of Forty-Seventh (47 th ) AGM. 11. Abstention from Voting 11.1 The NEDs referred to in Ordinary Resolutions 2, 3 and 4, namely Jeremy Nasrulhaq, Norazian Ahmad Tajuddin and Kanagaraj Lorenz, who are shareholders of the Company, will abstain from voting on the resolution in respect of their respective re-elections at the Forty-Seventh (47 th ) AGM. 11.2 The NEDs of the Company who are the shareholders of the Company will abstain from voting on Ordinary Resolution 5 and Ordinary Resolution 6 concerning the Directors’ fees and Directors’ benefits at the Forty-Seventh (47 th ) AGM. In this respect, Dato’ Richard Alexander John Curtis, Luigi Fortunato Ghirardello, Jeremy Nasrulhaq, Norazian Ahmad Tajuddin and Kanagaraj Lorenz, who are shareholders of the Company, will abstain from voting on Ordinary Resolution 5 and Ordinary Resolution 6. 12. 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. 13. 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-Seventh (47 th ) AGM is also available on the Company’s website at www.kenanga.com.my throughout the period beginning from the date of the notice until the conclusion of the Forty-Seventh (47 th ) AGM. NOT I CE OF ANNUAL GENERAL MEET ING