358 Kenanga Investment Bank Berhad Annual Report 2021 Our Sustainability Approach About This Report We Are Kenanga Message From Chairman and GMD 2.3 A member who is an Authorised Nominee as defined under the Securities Industry (Central Depositories) Act 1991 may appoint not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 2.4 Where a member is an Exempt Authorised Nominee as defined under the Securities Industry (Central Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account (“Omnibus Account”), there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each Omnibus Account it holds. 2.5 Where a member appoints more than one (1) proxy, the appointments shall be invalid unless he/ she specifies the proportion of his/ her shareholdings to be represented by each proxy. 2.6 The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/ her attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised. Any alteration to the instrument appointing a proxy must be initialled. 2.7 Duly completed Proxy Form must be deposited at the office of the Company’s share registrar, Boardroom at Ground Floor or 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia, not later than Wednesday, 25 May 2022 at 11.00 a.m. Alternatively, you may choose to submit the proxy appointment electronically via Boardroom’s website at https://investor. boardroomlimited.my/ before the Proxy Form submission cut-off time as mentioned above. For further information on the electronic submission of Proxy Form, kindly refer to the procedures provided in the Administrative Guide. 2.8 Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice of 48th AGM will be put to vote by poll. 3. Audited Financial Statements for the Financial Year Ended 31 December 2021 The Audited Financial Statements are laid in accordance with Section 340(1)(a) of the Companies Act 2016 for discussion only under Agenda 1. They do not require Shareholders’ approval and hence, will not be put to vote. 4. Ordinary Resolution 1 - Election of Director Who Retires in Accordance with Clause 84 of the Company’s Constitution Clause 84 of the Constitution provides amongst others, that the Board of Directors shall have power at any time, and from time to time, to appoint any person to be a Director, either to fill a casual vacancy or as an additional Director to the existing Board of Directors and any Director so appointed shall hold office only until the next AGM and shall then be eligible for election. Accordingly, Mr. Choy Khai Choon who was appointed as a Non-Independent Non-Executive Director of the Company on 13 December 2021, shall hold office until the 48th AGM and shall then be eligible for election pursuant to Clause 84 of the Company’s Constitution. The profile of Mr. Choy Khai Choon can be found in the 2021 Annual Report of the Company. 5. Ordinary Resolutions 2 and 3 - Re-Elections of Directors Who Retire in Accordance with Clause 78 of the Company’s Constitution Clause 78 of the Constitution provides that one-third (1/3) of the Directors of the Company for the time being shall retire by rotation at an AGM of the Company. Pursuant thereto, three (3) Directors of the Company, namely Mr. Luigi Fortunato Ghirardello, Encik Ismail Harith Merican and Mr. Luk Wai Hong, William, shall retire in accordance with Clause 78 of the Company’s Constitution. However, Mr. Luigi Fortunato Ghirardello, a Non-Independent Non-Executive Director of the Company, who is retiring under Clause 78 of the Company’s Constitution, had conveyed his intention not to seek for re-election at the 48th AGM. Mr. Luigi Fortunato Ghirardello had been serving the Board for the past thirteen (13) years since his appointment on 29 July 2008. For the purpose of determining the eligibility of the Directors to stand for re-election at the 48th AGM, the Board of Directors through its Group Governance, Nomination & Compensation Committee (“GNC”) had assessed each of the retiring Directors, and considered the following: a. The Director’s performance and contribution based on the outcome of the performance evaluation conducted on the Board of Directors, Board Committees and Individual Directors; b. The Director’s level of contribution to the Board of Directors’ deliberations through his skills, experience and strength in qualities; and c. The level of independence demonstrated by the Director, and his ability to act in the best interests of the Company in decision-making.
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