KEN HOLDINGS BERHAD
198301010855 (106173-M)
(Incorporated in Malaysia)
Summary of Key Matters discussed at the 40th 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, 6 June 2024, at 10.00 a.m.
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CHAIRMAN OF THE MEETING
Dato' Tan Boon Kang ("Chairman") chaired the 40th Annual General Meeting ("40th 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 2023
The Company's Audited Financial Statements for the financial year ended 31 December 2023 ("FYE 2023") 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 2023 was duly received by the shareholders. - ORDINARY RESOLUTION 1
∙ PAYMENT OF DIRECTORS' FEE
The Directors' fee of RM140,000 payable in respect of the financial year ended 31 December 2023 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 7 June 2024 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 DATO' NOOR AZAM BIN JAMALUDIN AS DIRECTOR
The resolution in respect of the re-election of Dato' Noor Azam bin Jamaludin who retires pursuant to Clause 119 of the Company's Constitution was tabled at the meeting. Dato' Noor Azam bin Jamaludin, 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
∙ RE-ELECTION OF DATO' TAN BOON KANG AS DIRECTOR
The resolution in respect of the re-election of Dato' Tan Boon Kang who retires pursuant to Clause 114 of the Company's Constitution was tabled at the meeting. Dato' Tan Boon Kang, being eligible, had offered himself for re-election. There was no matter raised by the shareholders of the Company on this Agenda.
10. ORDINARY RESOLUTION 5
∙ RE-ELECTION OF DATO' IR. DR. ASHAARI BIN MOHAMAD AS DIRECTOR
The resolution in respect of the re-election of Dato' Ir. Dr. Ashaari bin Mohamad who retires pursuant to Clause 114 of the Company's Constitution was tabled at the meeting. Dato' Ir. Dr. Ashaari bin Mohamad, 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-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.
12. ORDINARY RESOLUTION 7
- 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.
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13. ORDINARY RESOLUTION 8
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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.
14. ORDINARY RESOLUTION 9
- 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.
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ANY OTHER BUSINESS
The Secretary informed the Chairman that there is no other ordinary business when due notice shall have been given. - 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 40th 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' | 112,203,462 | 99.9998 | 200 | 0.0002 | 112,203,662 | 100.000 | ||||
fees | |||||||||||
Payment of Directors' | |||||||||||
2. | benefits to Non-Executive | 112,203,462 | 99.9998 | 200 | 0.0002 | 112,203,662 | 100.000 | ||||
Directors | |||||||||||
Re-election of Dato' Noor | |||||||||||
Azam bin Jamaludin as a | |||||||||||
3. | Director pursuant to | 134,246,240 | 99.9999 | 200 | 0.0001 | 134,246,440 | 100.000 | ||||
Clause 119 of the | |||||||||||
Company's Constitution | |||||||||||
Re-election of Dato' Tan | |||||||||||
Boon Kang as a Director | |||||||||||
4. | pursuant to Clause 114 of | 124,445,462 | 99.9998 | 200 | 0.0002 | 124,445,662 | 100.000 | ||||
the Company's | |||||||||||
Constitution | |||||||||||
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FOR | AGAINST | TOTAL | |||||||
No. | Resolutions | ||||||||
No. of | % | No. of | % | No. of | % | ||||
shares | shares | shares | |||||||
Re-election of Dato' Ir. Dr. | |||||||||
Ashaari bin Mohamad as | |||||||||
5. | a Director pursuant to | 134,246,240 | 99.9999 | 200 | 0.0001 | 134,246,440 | 100.000 | ||
Clause 114 of the | |||||||||
Company's Constitution | |||||||||
Re-appointment of | |||||||||
Messrs. UHY as Auditors | |||||||||
6. | of the Company and to | 134,246,240 | 99.9999 | 200 | 0.0001 | 134,246,440 | 100.000 | ||
authorise the Directors to | |||||||||
fix their remuneration | |||||||||
Authority to allot and | |||||||||
7. | issue shares pursuant to | 133,936,240 | 99.7689 | 310,200 | 0.2311 | 134,246,440 | 100.000 | ||
Sections 75 and 76 of the | |||||||||
Companies Act, 2016 | |||||||||
8. | Proposed renewal of | 133,936,440 | 99.7691 | 310,000 | 0.2309 | 134,246,440 | 100.000 | ||
Share Buy-Back | |||||||||
Retention of Dato' Ir. Dr. | |||||||||
9. | Ashaari bin Mohamad as | 134,246,240 | 99.9999 | 200 | 0.0001 | 134,246,440 | 100.000 | ||
Independent Non- | |||||||||
Executive Director |
17. CLOSURE
There being no other business to be transacted, the Meeting closed at 10.45am with a vote of thanks to the Chairman.
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Ken Holdings Bhd published this content on 16 July 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 July 2024 05:15:00 UTC.