Ken : 5. 39th AGM Minutes of Meeting

KEN HOLDINGS BERHAD

[Registration No. 198301010855 (106173-M)]

(Incorporated in Malaysia)

MINUTES OF KEN HOLDINGS BERHAD'S 39TH ANNUAL GENERAL MEETING 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.

Present	:	Name	Designation
Board of Directors	:	Dato' Tan Boon Kang	(Group Executive
			Chairman)
	:	Ir. Tan Chek Siong	(Group Managing
			Director)
	: Ms. Tan Chek Een	(Executive Director)
	: YAM Dato' Seri Syed Azni Ibni	(Independent Non-
		Almarhum Tuanku Syed Putra	Executive Director)
		Jamalullail
	:	Dato' Ir. Dr. Ashaari bin Mohamad	(Independent Non-
			Executive Director)
		Dato' Sarul Bahiyah Binti Hj. Abu	(Independent Non-
			Executive Director)
	:	Mr. Loo Pak Soon	(Non-Independent Non-
			Executive Director)
In Attendance	:	Ms. Andrea Huong Jia Mei	(Company Secretary)
By Invitation	:	Tricor Investor & Issuing House	(Poll Administrator)
		Services Sdn Bhd.
		Value Creator Consultancy	(Independent
			Scrutineer)

: Shareholders and Proxy Holders/Corporate Representative - as

per attendance lists

M I N U T E S

1. CHAIRMAN
   Dato' Tan Boon Kang ("Dato Chairman") chaired the meeting.
2. WELCOMING ADDRESS
   Dato' Chairman welcomed all shareholders, proxies or corporate representative to the Thirty Ninth Annual General Meeting ("39th AGM") of Ken Holdings Berhad ("KEN" or "the Company").
3. NOTICE
   Dato' Chairman informed that, the notice of meeting ("Notice of 39th AGM") had been sent to all shareholders within the prescribed period and has also been advertised in The News Straits Times newspaper on 20 April 2023. The Notice of the 39th AGM were then taken as read.

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KEN HOLDINGS BERHAD [REGISTRATION NO. 198301010855 (106173-M)]

MINUTES OF KEN HOLDINGS BERHAD'S 39TH ANNUAL GENERAL MEETING HELD ON 25 MAY 2023

1. QUORUM
   Dato' Chairman confirmed that a quorum was present for the meeting pursuant to Clause 69 of the Constitution of the Company.
   As the requisite quorum was present, Dato' Chairman called the meeting to order at 10.00 a.m.
2. POLL VOTING AND ADMINISTRATIVE DETAILS
   Dato' Chairman informed the shareholders that all resolutions as set out in the Notice of 39th AGM would be put to vote by way of poll pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
   He also informed the shareholders that Tricor Investor & Issuing House Services Sdn. Bhd. had been appointed as the poll administrator to conduct the poll, whilst Value Creator Consultancy had been appointed as scrutineer to validate the votes cast and verify the poll results.
   Dato' Chairman then invited the Secretary to explain the procedures for the poll.
3. BUSINESSES OF MEETING
   Dato' Chairman proceeded with the business of the meeting as set out in the Notice of the 39th AGM.
4. ORDINARY BUSINESS
   AGENDA ITEM NO. 1 - TO RECEIVE THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON
   Dato' Chairman dealt with the first agenda item, which was to receive the Audited Financial Statements for the financial year ended 31 December 2022, together with the Reports of the Directors and Auditors thereon.
   Dato' Chairman explained that the agenda item was meant for discussion only as the provisions of Section 340(1)(a) of the Companies Act 2016 do not require a formal approval of the shareholders for the Audited Financial Statements. Hence, this agenda item was not put forward for voting.
   Dato' Chairman declared that the Audited Financial Statements for the financial year ended 31 December 2022, together with the Reports of the Directors and Auditors thereon, were properly laid and received in accordance with the Companies Act 2016.

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KEN HOLDINGS BERHAD [REGISTRATION NO. 198301010855 (106173-M)]

MINUTES OF KEN HOLDINGS BERHAD'S 39TH ANNUAL GENERAL MEETING HELD ON 25 MAY 2023

1. AGENDA ITEM NO. 2
   ORDINARY RESOLUTION 1:
   TO APPROVE THE PAYMENT OF DIRECTORS' FEES OF
   RM120,000/- IN RESPECT OF THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
   Dato' Chairman tabled Ordinary Resolution 1 which was to approve the payment of Directors' fees of RM120,000/- in respect of the financial year ended 31 December 2022, the details of which were set our under Ordinary Resolution 1 under the Notice of AGM.
2. AGENDA ITEM NO. 3
   ORDINARY RESOLUTION 2:
   TO APPROVE THE PAYMENT OF DIRECTORS' BENEFITS TO THE
   NON-EXECUTIVE DIRECTORS UP 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
   Dato' Chairman tabled Ordinary Resolution 2 on the payment of Directors' Benefits to the Non-Executive Directors up to an amount of RM50,000 from 26 May 2023, being the day after the 39th AGM until the next AGM of the Company, the details of which were set out under Ordinary Resolution 2 under the Notice of AGM.
3. AGENDA ITEM NO. 4
   ORDINARY RESOLUTIONS 3 AND 4:
   TO RE-ELECT THE FOLLOWING DIRECTORS, WHO ARE RETIRING PURSUANT TO CLAUSE 114 OF THE CONSTITUTION OF THE COMPANY AND BEING ELIGIBLE, HAVE OFFERED THEMSELVES FOR RE-ELECTION
   The meeting then moved on to agenda item no. 4 on the re-election of Directors who would be retiring in accordance with the Constitution of the Company and had offered themselves for re-election.
   Dato' Chairman informed that the following Directors, who will be retiring pursuant to the Company's Constitution, had offered themselves for re-election:
4. 1. Ir. Tan Chek Siong; and
   2. YAM Dato' Seri Syed Azni Ibni Almarhum Tuanku Syed Putra Jamalullail.

The Meeting noted that the Board had endorsed the recommendation from the Nomination Committee that the Directors who were retiring in accordance with the Company's Constitution were eligible to stand for re-election.

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KEN HOLDINGS BERHAD [REGISTRATION NO. 198301010855 (106173-M)]

MINUTES OF KEN HOLDINGS BERHAD'S 39TH ANNUAL GENERAL MEETING HELD ON 25 MAY 2023

11. AGENDA ITEM NO. 5

ORDINARY RESOLUTIONS 5 AND 6:

TO RE-ELECT THE FOLLOWING DIRECTORS, WHO ARE RETIRING PURSUANT TO CLAUSE 119 OF THE CONSTITUTION OF THE COMPANY AND BEING ELIGIBLE, HAVE OFFERED THEMSELVES FOR RE-ELECTION

The meeting then moved on to agenda item no. 5 on the re-election of Directors who would be retiring in accordance with the Constitution of the Company and had offered themselves for re-election.

Dato' Chairman informed that the following Directors, who will be retiring pursuant to the Company's Constitution, had offered themselves for re-election:

1. Ms. Tan Chek Een; and
2. Dato' Sarul Bahiyah binti Hj. Abu

The Meeting noted that the Board had endorsed the recommendation from the Nomination Committee that the Directors who were retiring in accordance with the Company's Constitution were eligible to stand for re-election.

1. AGENDA ITEM NO. 6
   ORDINARY RESOLUTION 7:
   RE-APPOINTMENT OF MESSRS UHY AS AUDITORS OF THE COMPANY AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION
   Dato' Chairman tabled Resolution 7 of the agenda pertaining to the re- appointment of UHY as Auditors of the Company until the conclusion of the next AGM, at a remuneration to be determined by the Board of
   Directors of the Company. Dato' Chairman informed that UHY had indicated their willingness to continue their services to the Company.
   SPECIAL BUSINESS
2. AGENDA ITEM NO. 7
   ORDINARY RESOLUTION 8:
   AUTHORITY TO ALLOT AND ISSUE SHARES OF THE COMPANY PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016
   Dato' Chairman tabled Ordinary Resolution 8, under Special Business of the agenda, which was to obtain the shareholders' approval for the Directors to allot and issue shares in the capital of the Company, grant rights to subscribe for shares in the Company, convert any securities into shares in the Company, or allot shares under an agreement or option or offer, pursuant to Sections 75 and 76 of the Companies Act 2016.

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KEN HOLDINGS BERHAD [REGISTRATION NO. 198301010855 (106173-M)]

MINUTES OF KEN HOLDINGS BERHAD'S 39TH ANNUAL GENERAL MEETING HELD ON 25 MAY 2023

Dato' Chairman informed that the rationale for the proposed mandate is explained in item (c) on Explanatory Notes to Special Business of the Notice of 39th AGM.

1. AGENDA ITEM NO. 8
   ORDINARY RESOLUTION 9:
   PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY- BACK
   Dato' Chairman tabled Resolution 9 of the agenda pertaining to the proposed renewal of the existing shareholder mandate to purchase up to 10% of the total number of issued shares of the Company.
   Dato' Chairman informed that the details of the proposed renewal of authority for share buy-back are stated in the Share Buy Back Statement dated 20 April 2023.
2. AGENDA ITEM NO. 9
   ORDINARY RESOLUTION 10:
   RETENTION OF YAM DATO' SERI SYED AZNI IBNI ALMARHUM TUANKU SYED PUTRA JAMALULLAIL AS INDEPENDENT NON- EXECUTIVE DIRECTOR
   Dato' Chairman tabled Resolution 10 of the agenda pertaining to 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 of the Company until the conclusion of the next AGM or at any adjournment thereof.
3. AGENDA ITEM NO. 10
   ORDINARY RESOLUTION 11:
   RETENTION OF DATO' IR. DR. ASHAARI BIN MOHAMAD AS
   INDEPENDENT NON-EXECUTIVE DIRECTOR
   Dato' Chairman tabled Resolution 11 of the agenda pertaining to 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 of the Company until the conclusion of the next AGM or at any adjournment thereof.
4. TO TRANSACT ANY OTHER BUSINESS OF WHICH DUE NOTICE SHALL HAVE BEEN GIVEN IN ACCORDANCE WITH THE
   COMPANIES ACT 2016 AND THE COMPANY'S CONSTITUTION
   Dato' Chairman informed that the Company had not received any notice to deal with any other business for which due notice is required to be given pursuant to the Companies Act 2016.

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