KENANGA ANNUAL REPORT 2020

60 3 1 2 4 5 6 7 HOW WE ARE GOVERNED Utilisation of Proceeds Raised from Corporate Proposals There was no new fund raising corporate exercise undertaken during the Financial Year Ended 31 December 2020. The proceeds from the previous issuance of Subordinated Notes under the RM250 Million in Nominal Value Tier 2 Subordinated Note Programme which was established on 27 March 2017 were being utilised by the Company for working capital requirement. Details on the outstanding subordinated notes under the aforementioned programme are set out under Note 25 of the Financial Statements section appearing on page 224 of this Annual Report. Employees’ Share Scheme After obtaining the shareholders’ approval at an EGM held on 25 May 2017, KIBB had, on 21 September 2017, established and implemented the ESS of up to 10% of its total issued share capital (excluding treasury shares) at any one time during the duration of the Scheme for the Eligible Employees which would be valid for a period of five (5) years from its commencement date. Following the Board’s approval on 10 June 2020, the duration of the ESS has been extended for another five (5) years from 21 September 2022 to 20 September 2027 in accordance with the provisions of the By-Laws of the ESS. The ESS comprises an Employees’ Share Option Scheme ( “ESOS” ) and an Employees’ Share Grant Plan ( “ESGP” ). It is governed by the ESS By-Laws approved by the shareholders at the aforesaid EGM and administered by the ESS Committee, comprising three (3) INEDs and two (2) NINEDs. Since the commencement of the ESS on 21 September 2017, five (5) offers had been made under the ESOS on 2 January 2018, 31 May 2018, 2 May 2019, 17 June 2019 and 1 July 2020 respectively, whilst none under the ESGP. The details of the ESS are set out under Note 55 of the Financial Statements section appearing on pages 324 to 330 of this Annual Report. Brief details on the number of options granted, exercised, forfeited and outstanding since the commencement of the ESS on 21 September 2017 and during the Financial Year ( “FY” ) 2018, FY 2019 and FY 2020 are set out below. For the Period from 21 September 2017 to 31 December 2018 ESOS (1) Total GMD (2) Senior Management Other Entitled Employees Granted 59,423,000 10,000,000 (3) 16,580,000 (3) 32,843,000 (3) Exercised 194,400 0 0 194,400 Forfeited (5) 1,479,000 0 0 1,479,000 Outstanding 57,749,600 10,000,000 16,580,000 31,169,600 For the Period from 1 January 2019 to 31 December 2019 ESOS (1) Total GMD (2) Senior Management Other Entitled Employees Granted 6,431,000 0 750,000 (4) 5,681,000 (4) Exercised 0 0 0 0 Forfeited (5) 1,528,000 0 0 1,528,000 Cancelled (6) 265,500 0 195,000 70,500 Outstanding 62,387,100 10,000,000 17,135,000 35,252,100 CORPORATE GOVERNANCE OVERV I EW STATEMENT