363 KENANGA INVESTMENT BANK BERHAD Annual Report 2022 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 26 May 2022 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 26 April 2023 which is dispatched together with the Notice of 49th AGM. 11. Abstention from Voting 11.1 The NEDs referred to in Ordinary Resolutions 2, 3 and 4, namely Encik Jeremy Nasrulhaq, Puan Norazian Ahmad Tajuddin and Mr. Kanagaraj Lorenz, who are Shareholders of the Company, will abstain from voting on the resolution in respect of their respective re-elections at the 49th 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 49th AGM, respectively. In this respect, Encik Jeremy Nasrulhaq, Puan Norazian Ahmad Tajuddin and Mr. 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 49th AGM is also available on the Company’s website at https://www.kenanga.com.my/investor-relations/AGM2023 throughout the period beginning from the date of the Notice until the conclusion of the 49th AGM. NOTICE OF FORTY-NINTH (49TH) ANNUAL GENERAL MEETING
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