Ken : 1. Notice of 39th AGM

A N N U A L R E P O R T 2 0 2 2

KEN

HOLDINGS

BERHAD

NOTICE OF

ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 39th Annual General Meeting of Ken Holdings Berhad ("KEN" or the "Company") will be held at The Space, Level 2, Menara KEN TTDI, No. 37, Jalan Burhanuddin Helmi, Taman Tun Dr Ismail, 60000 Kuala Lumpur on Thursday, 25 May 2023, at 10.00 a.m. or at any adjournment thereof for the transaction of the following businesses:

	AGENDA
AS ORDINARY BUSINESS
1.	To receive the Audited Financial Statements for the financial year ended 31	Refer Explanatory Notes
	December 2022 together with the Reports of the Directors and the Auditors	(a)
	thereon.
2.	To approve the payment of Directors' fees of RM120,000 (2021: RM120,000) in	(Ordinary Resolution 1)
	respect of the financial year ended 31 December 2022.
3.	To approve the payment of Directors' benefits to the Non-Executive Directors up	(Ordinary Resolution 2)
	to an amount of RM50,000 from 26 May 2023, being the day after the 39th Annual
	General Meeting until the next Annual General Meeting of the Company.

4. To re-elect the following Directors who retire pursuant to Clause 114 of the Company's Constitution and, being eligible, offer themselves for re-election:

(a)	Ir. Tan Chek Siong	(Ordinary Resolution 3)
(b)	YAM Dato' Seri Syed Azni Ibni Almarhum Tuanku Syed Putra Jamalullail	(Ordinary Resolution 4)

5. To re-elect the following Directors who are retiring pursuant to Clause 119 of the Company's Constitution, and being eligible, have offered themselves for re-election:

	(a) Ms. Tan Chek Een	(Ordinary Resolution 5)
	(b) Dato' Sarul Bahiyah binti Hj. Abu	(Ordinary Resolution 6)
6.	To re-appoint Messrs. UHY as Auditors of the Company and to authorise the	(Ordinary Resolution 7)
	Directors to fix their remuneration.
	AS SPECIAL BUSINESS:
7.	To consider and, if thought fit, to pass the following Ordinary resolutions:
	Authority to allot and issue shares pursuant to Sections 75 and 76 of the	(Ordinary Resolution 8)

Companies Act, 2016

"THAT subject always to the Companies Act 2016 ("the Act"), the Constitution of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") ("Listing Requirements") and approvals of any other relevant governmental/regulatory bodies where such approval is required, the Directors be and are hereby authorised and empowered pursuant to Sections 75 and 76 of the Act, to issue and allot shares in the Company, to such persons, at any time upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares issued does not exceed ten percent (10%) of the total number of issued shares for the time being of the Company AND THAT the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Securities.

AND THAT pursuant to Section 85 of the Act to read together with Clause 16 of the Constitution of the Company, approval be and is hereby given to waive the statutory preemptive rights of the shareholders of the Company to be offered new shares of the Company ranking equally to the existing issued shares arising from any issuance of new shares in the Company pursuant to the Act.

KEN HOLDINGS BERHAD

A N N U A L R E P O R T 2 0 2 2

Notice of Annual General Meeting (Cont'd)

7. Authority to allot and issue shares pursuant to Sections 75 and 76 of the Companies Act, 2016 (Cont'd)

AND THAT such authority shall continue in force until the conclusion of the next AGM of the Company after the approval was given or at the expiry of the period within which the next AGM is required to be held after the approval was given, whichever is earlier, unless such approval is revoked or varied by the Company at a General Meeting."

AND THAT authority be and is hereby given to the Directors to do all acts including executing all relevant documents as he/they may consider expedient or necessary to complete and give full effect to the abovesaid mandate."

8. Proposed Renewal of Authority for the Company to purchase its own shares of (Ordinary Resolution 9) up to ten percent (10%) of the issued and paid-up share capital of the Company

("Proposed Renewal of Share Buy-Back")

"THAT, subject to compliance with Section 127 of the Act, the Constitution of the Company, the Listing Requirements and all other applicable laws, regulations and guidelines, the Company be and is hereby authorised to allocate an amount not exceeding the total available retained profits of the Company for the purpose of and to purchase such amount of ordinary shares in the Company ("Proposed Purchase") as may be determined by the Directors of the Company from time to time through Bursa Securities as the Directors may deem fit in the interest of the Company provided that the aggregate number of shares purchased and/or held pursuant to this resolution does not exceed ten percent (10%) of the total number of issued shares of the Company as quoted on Bursa Securities as at the point of purchase;

AND THAT, upon completion of the purchase by the Company of its own shares, the Directors are authorised to retain the shares as treasury shares or cancel the shares or retain part of the shares so purchased as treasury shares and cancel the remainder AND THAT the Directors are further authorised to resell the treasury shares on Bursa Securities or distribute the treasury shares as dividends to the Company's shareholders or to deal with the treasury shares in the manners as allowed by the Act;

AND THAT the Directors be and are hereby empowered to carry out the above immediately upon the passing of this resolution and from the date of the passing of this resolution until:

1. the conclusion of the next AGM of the Company following at which time the authority shall lapse unless by an ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or
2. the expiration of the period within which the next AGM is required by law to be held; or
3. revoked or varied by ordinary resolution passed by the shareholders at a General Meeting,

whichever occur first but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and in any event, in accordance with the provisions of the Listing Requirements and any other relevant authorities AND THAT authority be and is hereby given to Directors of the Company to take all steps as are necessary and/or to do all such acts and things as the Directors deem fit and expedient in the interest of the Company to give full effect to the Proposed Purchase with full powers to assent to any condition, modification, revaluation, variation and/or amendment (if any) as may be imposed by the relevant authorities."

A N N U A L	KEN
HOLDINGS
R E P O R T
2 0 2 2	BERHAD

Notice of Annual General Meeting (Cont'd)

9.	Retention of YAM Dato' Seri Syed Azni Ibni Almarhum Tuanku Syed Putra	(Ordinary Resolution 10)
	Jamalullail as Independent Non-Executive Director
	"THAT YAM Dato' Seri Syed Azni Ibni Almarhum Tuanku Syed Putra Jamalullail,
	who has served as an Independent Non-Executive Director for a cumulative term
	of more than nine (9) years, be and is hereby retained as an Independent Non-
	Executive Director of the Company until the conclusion of the next AGM or at any
	adjournment thereof."
10.	Retention of Dato' Ir. Dr. Ashaari bin Mohamad as Independent Non-Executive	(Ordinary Resolution 11)
	Director

"THAT Dato' Ir. Dr. Ashaari bin Mohamad, who has served as an Independent Non- Executive Director for a cumulative term of more than nine (9) years, be and is hereby retained as an Independent Non-Executive Director of the Company until the conclusion of the next AGM or at any adjournment thereof."

11. To transact any other ordinary business for which due notice shall have been given.

BY ORDER OF THE BOARD,

ANDREA HUONG JIA MEI (MIA 36347/ SSM PC NO. 202008003125)

Company Secretary

Kuala Lumpur

20 April 2023

Notes:

1. A member of the Company entitled to attend, speak and vote at this meeting is entitled to appoint any person as his/her proxy to attend, speak and vote instead of him/her. There shall be no restriction as to the qualification of proxy.
2. A member may appoint up to two (2) persons to be his/her proxy. Where a member appoints more than one
   (1) proxy, the appointment shall be invalid unless he/she specifies the proportion of his/her shareholdings to be represented by each proxy.
3. Where a member is an authorised nominee, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares standing to the credit of the said securities account.
4. Where a member of the Company is an Exempt Authorised Nominee ("EAN") 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
   EAN may appoint in respect of each omnibus account it holds.
5. In the case of a corporate body, the instrument appointing a proxy shall be given under the Company's Common Seal or signed by an officer or attorney duly authorised.
6. The instrument appointing the proxy must be deposited at the the Share Registrar's office at Unit 32-01, Level
   32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi 59200 Kuala Lumpur or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur or by electronic lodgement via TIIH Online at https://tiih.online
   (applicable to individual shareholders only), not less than 48 hours before the time set for the meeting or any adjournment thereof. Please refer to the Administrative Guide for the 39th AGM for further information on the electronic lodgement of the Proxy Form.

KEN HOLDINGS BERHAD

A N N U A L R E P O R T 2 0 2 2

Notice of Annual General Meeting (Cont'd)

1. For purposes of determining who shall be entitled to attend, speak and vote at this meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company pursuant to Clause 63 of the Constitution of the Company and Paragraph 7.16(2) of the Listing Requirements, a Record of Depositors as at 17 May 2023 and a Depositor whose name appears on such Record of Depositors shall be entitled to attend, speak and vote at this meeting or appoint proxy to attend, speak and vote in his/her stead.
2. Pursuant to Paragraph 8.29A(1) of the Listing Requirements, all the Resolutions set out in this Notice will be put to vote by poll.
   Explanatory Notes on Ordinary and Special Business:
3. 1. Audited Financial Statements for financial year ended 31 December 2022
      The audited financial statements are for discussion only under Agenda 1, as it does not require shareholders' approval under the provisions of Section 340(1)(a) of the Companies Act, 2016. Hence, this item on the Agenda is not put forward for voting by the shareholders of the Company.
   2. Directors' benefits payable
      Section 230(1) of the Companies Act, 2016 provides amongst others, that "the fees" of the Directors and "any benefits" payable to the Directors of a listed company and its subsidiaries shall be approved at a general meeting. In this respect, the Board agreed that the shareholders' approval shall be sought at the 39th AGM on the Directors remuneration.
   3. Resolution pursuant to Sections 75 and 76 of the Companies Act, 2016
      The Company wishes to renew the mandate on the authority to issue shares of not more than ten per cent (10%) of the total issued shares capital for the time being pursuant to the Act at the 39th AGM of the Company (hereinafter referred to as the "General Mandate"). The Company had been granted a general mandate on the authority to issue shares pursuant to the Act by its shareholders at the 38th AGM of the Company held on 25 May 2022 (hereinafter referred to as the "Previous Mandate"). As at the date of this notice, the Previous Mandate granted by the shareholders had not been utilised and hence no proceeds were raised therefrom.
      The proposed Resolution No. 8, if passed, will empower the Directors of the Company to issue and allot new shares in the Company at any time and for such purposes as the Directors considered would be in the interests of the Company up to an aggregate not exceeding ten percent (10%) of the total number of issued shares of the Company without convening a general meeting. This authority, unless revoked or varied at a general meeting will expire at the conclusion of the next AGM or at the expiry of the period within which the next AGM is required to be held after the approval was given, whichever is earlier.
      The renewed mandate will provide flexibility to the Company for any possible fund-raising activities, including but not limited to further placing of shares, for the purpose of funding investment project(s), working capital and/or acquisition.
      Pursuant to Section 85 of the Act read together with Clause 16 of the Constitution of the Company, shareholders have pre-emptive rights to be offered any new shares in the Company which rank equally to the existing issued shares in the Company or other securities. Should the existing shareholders of the Company approve the proposed Ordinary Resolution 8, they are waiving their pre-emptive rights pursuant to Section 85(1) of the Act, which then would allow the Directors to issue New Shares to any person without having to offer the said New Shares equally to all existing shareholders of the Company prior to issuance.

A N N U A L	KEN
HOLDINGS
R E P O R T
2 0 2 2	BERHAD

Notice of Annual General Meeting (Cont'd)

1. Resolution in respect of the Proposed Renewal of Share Buy-Back
   Resolution No. 9, if passed, will empower the Company to purchase and/or hold up to ten percent (10%) of the issued shares of the Company. This authority will, unless revoked or varied by the Company in
   General Meeting, expire at the next AGM. For further information, please refer to the Share Buy-Back
   Statement dated 20 April 2023 which is circulated together with this Annual Report.
2. Retention of YAM Dato' Seri Syed Azni Ibni Almarhum Tuanku Syed Putra Jamalullail and Dato' Ir. Dr. Ashaari bin Mohamad as Independent Non-Executive Director of the Company
   Pursuant to the Malaysian Code on Corporate Governance ("MCCG"), it is recommended that approval of the shareholders be sought in the event the Company intends to retain an Independent Non-Executive
   Director who has served in that capacity for more than nine (9) years.
   YAM Dato' Seri Syed Azni Ibni Almarhum Tuanku Syed Putra Jamalullail and Dato' Ir. Dr. Ashaari bin Mohamad was appointed to the Board on 7 March 2012 and 20 February 2013 respectively and have therefore as at the date of this Notice, served the Company for more than nine (9) years. The Board of Directors has via the Nomination Committee ("NC") assessed the independence of YAM Dato' Seri Syed Azni Ibni Almarhum Tuanku Syed Putra Jamalullail and Dato' Ir. Dr. Ashaari bin Mohamad and recommended that they continue to act as Independent Non-Executive Directors of the Company. Details of the Board's justifications and recommendations for the retention of YAM Dato' Seri Syed Azni
   Ibni Almarhum Tuanku Syed Putra Jamalullail and Dato' Ir. Dr. Ashaari bin Mohamad are set out in the
   Corporate Governance Overview Statement of the Annual Report 2022. YAM Dato' Seri Syed Azni Ibni
   Almarhum Tuanku Syed Putra Jamalullail and Dato' Ir. Dr. Ashaari bin Mohamad will continue to act as
   Independent Non-Executive Directors of the Company if the proposed Ordinary Resoultions 10 and 11 are passed.

STATEMENT ACCOMPANYING NOTICE OF THIRTY -NINETH (39th) ANNUAL GENERAL MEETING

(Pursuant to Paragraph 8.27(2) of Main Market Listing Requirements of Bursa Malaysia Securities Berhad)

1. Pursuant to Clause 114 and Clause 119 of the Company's Constitution the following Directors are standing for re-election at the 39th AGM of the Company:

(a)	Ir. Tan Chek Siong	(Clause 114)
(b) YAM Dato' Seri Syed Azni Ibni Almarhum Tuanku Syed Putra Jamalullail	(Clause 114)
(c)	Ms. Tan Chek Een	(Clause 119)
(d) Dato' Sarul Bahiyah binti Hj. Abu	(Clause 119)

1. No individual is standing for election as a Director at the forthcoming 39th AGM of the Company other than the Directors seeking for re-election and retention as a Director at the 39th AGM.
2. The profiles of the Directors who are standing for re-election at the 39th AGM are set out in the Company's Annual Report 2022.
3. Please refer to the proposed Ordinary Resolution 8 as stated in the Notice of the 39th AGM of the Company for further details.