KEN HOLDINGS KEN HOLDINGS BERHAD
198301010855 (106173-M)
(Incorporated in Malaysia)
Summary of Key Matters discussed at the 39th Annual General Meeting of KEN Holdings Berhad 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.
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CHAIRMAN OF THE MEETING
Dato' Tan Boon Kang ("Chairman") chaired the 39th Annual General Meeting ("39th AGM") of the Company and welcomed all present to the Meeting. - QUORUM
The presence of quorum was confirmed by the Chairman pursuant to Clause 69 of the Company's Constitution. - NOTICE OF MEETING
The Notice convening the Meeting having been circulated within the prescribed period, was with the permission of the Meeting, taken as read. - VOTING PROCEDURES
The Chairman informed the Meeting that the resolutions set out in the Notice of the Meeting would be conducted by way of poll pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. The Meeting was also informed that the Company had appointed Tricor Investor & Issuing House Services Sdn Bhd as Poll Administrator to conduct the polling process and Value Creator Consultancy as the Scrutineer to validate the votes cast on all resolutions tabled at the meeting. Voting was subsequently conducted upon completion of the discussions of the agenda items. - AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The Company's Audited Financial Statements for the financial year ended 31 December 2022 ("FYE 2022") were for discussion only as it does not require shareholders' approval pursuant to Section
340(1) of the Companies Act 2016. As such, this agenda was not put forward for voting. There being no question raised by the shareholders, the Audited Financial Statements for the FYE 2022 was duly received by the shareholders. - ORDINARY RESOLUTION 1
∙ PAYMENT OF DIRECTORS' FEE
The Directors' fee of RM120,000 payable in respect of the financial year ended 31 December 2022 was tabled at the meeting. The Chairman invited questions from the floor and no matters were raised by the shareholders of the Company.
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7. ORDINARY RESOLUTION 2
∙ PAYMENT OF DIRECTORS' BENEFITS TO THE NON-EXECUTIVE DIRECTORS
The Directors' benefits of up to RM50,000 for the period from 26 May 2023 until the next Annual General Meeting of the Company was tabled at the meeting. The Chairman invited questions from the floor and no matters were raised by the shareholders of the Company.
8. ORDINARY RESOLUTION 3
∙ RE-ELECTION OF IR. TAN CHEK SIONG AS DIRECTOR
The resolution in respect of the re-election of Ir. Tan Chek Siong who retires pursuant to Clause 114 of the Company's Constitution was tabled at the meeting. Ir. Tan Chek Siong, being eligible, had offered himself for re-election. The Chairman invited questions from the floor and no matters were raised by the shareholders of the Company.
9. ORDINARY RESOLUTION 4
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RE-ELECTIONOF YAM DATO' SERI SYED AZNI IBNI ALMARHUM TUANKU SYED PUTRA
JAMALULLAIL AS DIRECTOR
The resolution in respect of the re-election of YAM Dato' Seri Syed Azni Ibni Almarhum Tuanku Syed Putra Jamalullail who retires pursuant to Clause 114 of the Company's Constitution was tabled at the meeting. YAM Dato' Seri Syed Azni Ibni Almarhum Tuanku Syed Putra Jamalullail, being eligible, had offered himself for re-election. The Chairman invited questions from the floor and no matters were raised by the shareholders of the Company.
10. ORDINARY RESOLUTION 5
∙ RE-ELECTION OF MS. TAN CHEK EEN AS DIRECTOR
The resolution in respect of the re-election of Ms. Tan Chek Een who retires pursuant to Clause 119 of the Company's Constitution was tabled at the meeting. Ms. Tan Chek Een, being eligible, had offered herself for re-election. The Chairman invited questions from the floor and no matters were raised by the shareholders of the Company.
11. ORDINARY RESOLUTION 6
∙ RE-ELECTION OF DATO' SARUL BAHIYAH BINTI HJ. ABU AS DIRECTOR
The resolution in respect of the re-election of Dato' Sarul Bahiyah Binti Hj. Abu who retires pursuant to Clause 119 of the Company's Constitution was tabled at the meeting. Dato' Sarul Bahiyah Binti Hj. Abu, being eligible, had offered herself for re-election. The Chairman invited questions from the floor and no matters were raised by the shareholders of the Company.
12. ORDINARY RESOLUTION 7
∙ RE-APPOINTMENT OF AUDITORS
The re-appointment of Messrs. UHY as auditors of the Company and to hold office in accordance with the terms of their appointment at a remuneration to be determined by the Board of Directors was tabled at the meeting. The Chairman invited questions from the floor and no matters were raised by the shareholders of the Company.
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13. ORDINARY RESOLUTION 8
- AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT, 2016
The resolution in respect of the authority to allot and issue shares pursuant to Sections 75 and 76 of the Companies Act, 2016 was tabled at the meeting. The Chairman invited questions from the floor and no matters were raised by the shareholders of the Company.
14. ORDINARY RESOLUTION 9
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PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES OF UP TO TEN PERCENT (10%) OF THE TOTAL NUMBER OF ISSUED SHARES
OF THE COMPANY ("PROPOSED RENEWAL OF SHARE BUY-BACK")
The resolution in respect of the Proposed Renewal of Share Buy-Back was tabled at the meeting. The Chairman invited questions from the floor and no matters were raised by the shareholders of the Company.
15. ORDINARY RESOLUTION 10
- RETENTION OF YAM DATO' SERI SYED AZNI IBNI ALMARHUM TUANKU SYED PUTRA JAMALULLAIL AS INDEPENDENT NON-EXECUTIVE DIRECTOR
The resolution in respect of the retention of 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 retained as an Independent Non-Executive Director until the conclusion of the next AGM was tabled at the meeting. The Chairman invited questions from the floor and no matters were raised by the shareholders of the Company.
16. ORDINARY RESOLUTION 11
- RETENTION OF DATO' IR. DR. ASHAARI BIN MOHAMAD AS INDEPENDENT NON- EXECUTIVE DIRECTOR
The resolution in respect of the retention of 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 retained as an Independent Non-Executive Director until the conclusion of the next AGM was tabled at the meeting. The Chairman invited questions from the floor and no matters were raised by the shareholders of the Company.
17. ANY OTHER BUSINESS
The Secretary informed the Chairman that there is no other ordinary business when due notice shall have been given.
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18. POLL RESULTS
There being no questions raised from the floor and after the polling and counting of the poll results, all the resolutions tabled at the 39th AGM were duly passed by the shareholders of the Company and the poll results of each resolution which had been validated by the Scrutineer are summarised below:
FOR | AGAINST | TOTAL | |||||||
No. | Resolutions | ||||||||
No. of | % | No. of | % | No. of | % | ||||
shares | shares | shares | |||||||
1. | Payment of Directors' | 112,029,862 | 100.000 | 0 | 0.000 | 112,029,862 | 100.000 | ||
fees | |||||||||
Payment of Directors' | |||||||||
2. | benefits to Non-Executive | 112,029,862 | 100.000 | 0 | 0.000 | 112,029,862 | 100.000 | ||
Directors | |||||||||
Re-election of Ir. Tan | |||||||||
Chek Siong as a Director | |||||||||
3. | pursuant to Clause 114 of | 134,072,640 | 100.000 | 0 | 0.000 | 134,072,640 | 100.000 | ||
the Company's | |||||||||
Constitution | |||||||||
Re-election of YAM Dato' | |||||||||
Seri Syed Azni Ibni | |||||||||
Almarhum Tuanku Syed | |||||||||
4. | Putra Jamalullail as a | 134,072,640 | 100.000 | 0 | 0.000 | 134,072,640 | 100.000 | ||
Director pursuant to | |||||||||
Clause 114 of the | |||||||||
Company's Constitution | |||||||||
Re-election of Ms. Tan | |||||||||
Chek Een as a Director | |||||||||
5. | pursuant to Clause 119 of | 134,072,640 | 100.000 | 0 | 0.000 | 134,072,640 | 100.000 | ||
the Company's | |||||||||
Constitution | |||||||||
Re-election of Dato' Sarul | |||||||||
Bahiyah binti Hj. Abu as a | |||||||||
6. | Director pursuant to | 134,072,640 | 100.000 | 0 | 0.000 | 134,072,640 | 100.000 | ||
Clause 119 of the | |||||||||
Company's Constitution | |||||||||
Re-appointment of | |||||||||
Messrs. UHY as Auditors | |||||||||
7. | of the Company and to | 134,072,640 | 100.000 | 0 | 0.000 | 134,072,640 | 100.000 | ||
authorise the Directors to | |||||||||
fix their remuneration | |||||||||
Authority to allot and | |||||||||
8. | issue shares pursuant to | 134,072,640 | 100.000 | 0 | 0.000 | 134,072,640 | 100.000 | ||
Sections 75 and 76 of the | |||||||||
Companies Act, 2016 | |||||||||
9. | Proposed renewal of | 134,072,640 | 100.000 | 0 | 0.000 | 134,072,640 | 100.000 | ||
Share Buy-Back | |||||||||
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FOR | AGAINST | TOTAL | |||||||
No. | Resolutions | ||||||||
No. of | % | No. of | % | No. of | % | ||||
shares | shares | shares | |||||||
Retention of YAM Dato' | |||||||||
Seri Syed Azni Ibni | |||||||||
10. | Almarhum Tuanku Syed | 134,072,640 | 100.000 | 0 | 0.000 | 134,072,640 | 100.000 | ||
Putra Jamalullail as | |||||||||
Independent Non- | |||||||||
Executive Director | |||||||||
Retention of Dato' Ir. Dr. | |||||||||
11. | Ashaari bin Mohamad as | 134,072,640 | 100.000 | 0 | 0.000 | 134,072,640 | 100.000 | ||
Independent Non- | |||||||||
Executive Director |
19. CLOSURE
There being no other business to be transacted, the Meeting closed at 10.50am with a vote of thanks to the Chairman.
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Ken Holdings Bhd published this content on 09 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 August 2023 11:23:04 UTC.
