360 Additional Information We Are Kenanga Message From Our Leaders Our Sustainability Approach How We Are Governed Financial Statements Shareholders’ Information 2.2 A member of the Company entitled to attend, participate, speak and vote at this AGM is entitled to appoint up to two (2) proxies to attend, participate, speak and vote in his/ her place. There shall be no restriction as to the qualification of the proxy. Since the 49th AGM will be conducted via a virtual meeting, a member who is unable to attend and vote at the Meeting may appoint the Chairman of the Meeting as his/ her proxy and indicate the voting instruction in the Proxy Form. For Corporate Shareholder, Authorised Nominee and Exempt Authorised Nominee, other than the Chairman of the Meeting, you may appoint a Proxy who is not the Chairman of the Meeting. 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 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 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia, not later than Wednesday, 24 May 2023 at 11.00 a.m. Alternatively, you may choose to submit the proxy appointment electronically via Boardroom’s Smart Investor Portal Online website at https://investor.boardroomlimited.com 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 49th AGM will be put to vote on a poll. 3. Audited Financial Statements for the Financial Year Ended 31 December 2022 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 for voting. 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, Madam Chin Siew Siew who was appointed as an Independent Non-Executive Director of the Company on 1 June 2022, shall hold office until the 49th AGM and shall then be eligible for election pursuant to Clause 84 of the Company’s Constitution. The profile of Madam Chin Siew Siew can be found in the 2022 Annual Report of the Company. 5. Ordinary Resolutions 2 to 4 - 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) Independent Non-Executive Directors of the Company, namely Encik Jeremy Nasrulhaq, Puan Norazian Ahmad Tajuddin and Mr. Kanagaraj Lorenz, shall retire in accordance with Clause 78 of the Company’s Constitution. NOTICE OF FORTY-NINTH (49TH) ANNUAL GENERAL MEETING
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