Ken : Statement to Shareholders 2022

THIS STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

Bursa Malaysia Securities Berhad ("Bursa Securities") has not perused the contents of this Statement prior to its issuance as it is an exempt Statement.

Bursa Securities takes no responsibility for the contents of this Statement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Statement.

KEN HOLDINGS BERHAD

Registration No.: 198301010855 (106173-M)

(Incorporated in Malaysia)

STATEMENT TO SHAREHOLDERS

IN RELATION TO THE

PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY

TO PURCHASE ITS OWN SHARES

The Ordinary Resolution in respect of the above proposal will be tabled as Special Business at the forthcoming 39th Annual General Meeting ("AGM") of KEN Holdings Berhad ("KEN" or "Company") which is scheduled to 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. The Notice of the AGM together with the Proxy Form are enclosed in the Annual Report 2022 of the Company which is despatched together with this Statement.

A member entitled to attend, speak and vote at the AGM is entitled to appoint a proxy or proxies to attend, speak and vote on his/her behalf. In such event, the instrument appointing the proxy must be deposited at 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 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.The lodging of the Proxy Form shall not preclude you from attending, speaking and voting in person at the AGM should you subsequently wish to do so.

Last date and time for lodging the Proxy Form	: Tuesday, 23 May 2023 at 10.00 a.m.
Date and time of the 39th AGM	: Thursday, 25 May 2023 at 10.00 a.m. or at any adjournment

This Statement is dated 20 April 2023

DEFINITIONS

Except where the context otherwise requires, the following definitions shall apply throughout this Statement:

"Act"	:	The Companies Act, 2016 (as amended from time to time and any re-
		enactment thereof)
"AGM"	:	Annual General Meeting
"Board"	:	The Board of Directors of KEN
"Bursa Securities"	:	Bursa Malaysia Securities Berhad (Registration No. 200301033577
		(635998-W))
"EPS"	:	Earnings per Share
"FYE"	:	Financial year ended
"KEN" or the "Company"	:	KEN Holdings Berhad (Registration No. 198301010855 (106173-M))
"KEN Group" or the "Group"	:	KEN and its subsidiaries, collectively
"KEN Share(s)" or "Share(s)"	:	Ordinary share(s) in KEN
"Listing Requirements"	:	Main Market Listing Requirements of Bursa Securities (as amended from
		time to time and any re-enactment thereof)
"LPD"	:	27 March 2023, being the latest practicable date prior to the printing and
		despatch of this Statement
"NA"	:	Net assets
"Proposed Renewal of Share	:	Proposed renewal of the existing authority granted for the purchase by
Buy-Back Authority"		KEN of its own Shares on Bursa Securities of up to the maximum of ten
		percent (10%) of the total number of issued shares of the Company
"RM" and "sen"	:	Ringgit Malaysia and sen, respectively
"Rules"	:	Rules on Take-Overs, Mergers and Compulsory Acquisitions, 2016 (as
		amended from time to time and any re-enactment thereof)
"SC"	:	Securities Commission Malaysia
"Stockbroker"	:	A person who is a member of Bursa Securities and a director of company
		which carries on a business of dealing in securities and is recognised as
		a member company by Bursa Securities
"Substantial shareholder(s)"	:	A person who has an interest or interests in one or more voting Shares in
		the Company and the number or the aggregate number of such shares is
		not less than 5% of the total number of all voting shares included in the
		Company as defined under Section 136 of the Act
"Treasury Shares"	:	Shares purchased by the Company which shall be retained in treasury
		and shall have the meaning given under Section 127 of the Act

Words incorporating the singular shall, where applicable, include the plural and vice versa. Words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Any reference to persons shall include a corporation, unless otherwise specified.

Any reference in this Statement to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Statement shall be a reference to Malaysian time, unless otherwise specified.

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TABLE OF CONTENTS

LETTERS TO THE SHAREHOLDERS OF KEN IN RELATION TO THE PROPOSED RENEWAL	PAGE
OF SHARE BUY-BACK AUTHORITY:
1.	DETAILS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY	2
2.	POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED RENEWAL OF	3
	SHARE BUY-BACK AUTHORITY
3.	RATIONALE FOR THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY	4
4.	EFFECTS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY	4
5.	PUBLIC SHAREHOLDING SPREAD	6
6.	IMPLICATIONS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY	7
	IN RELATION TO THE RULES
7.	HISTORICAL SHARE PRICES	7
8.	PURCHASES, RESALE AND CANCELLATION OF TREASURY SHARES	7
9.	APPROVALS REQUIRED	7
10.	INTERESTS OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND/OR PERSONS	7
	CONNECTED TO THEM
11.	DIRECTORS' STATEMENT AND RECOMMENDATION	7
12.	AGM	8
13.	FURTHER INFORMATION	8
APPENDIX I
ADDITIONAL INFORMATION	9

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KEN HOLDINGS BERHAD

Registration No.: 198301010855 (106173-M)

(Incorporated in Malaysia)

Registered Office:

Level 12, Menara KEN TTDI

No. 37, Jalan Burhanuddin Helmi

Taman Tun Dr. Ismail

60000 Kuala Lumpur

20 April 2023

Board of Directors:

Dato' Tan Boon Kang (Group Executive Chairman)

Ir. Tan Chek Siong (Group Managing Director)

Tan Chek Een (Executive Director)

YAM Dato' Seri Syed Azni Ibni Almarhum Tuanku Syed Putra Jamalullail (Independent Non-ExecutiveDirector) Dato' Ir. Dr. Ashaari bin Mohamad (Independent Non-ExecutiveDirector)

Loo Pak Soon (Non-IndependentNon-Executive Director)

Dato' Sarul Bahiyah binti Hj. Abu (Independent Non-Executive Director)

To: The Shareholders of KEN Holdings Berhad

Dear Sir / Madam,

PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

INTRODUCTION

On 13 April 2023, KEN announced that the Company is proposing to seek approval of its shareholders for the renewal of authority to purchase its own shares on Bursa Securities of up to ten percent (10%) of the total number of issued shares of the Company.

The purpose of this Statement is to provide you with details of the Proposed Renewal of Share Buy-Back Authority and to seek your approval for the Ordinary Resolution pertaining to the proposal to be tabled at the forthcoming 39th AGM of the Company. The Notice of the forthcoming 39thAGM together with the Proxy Form are enclosed in the Annual Report 2022 of the Company for the FYE 31 December 2022.

SHAREHOLDERS OF KEN ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS STATEMENT BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY TO BE TABLED AT THE FORTHCOMING 39THAGM.

(The rest of this page is intentionally left blank)

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1. DETAILS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

The Company had during the 38th AGM held on 25 May 2022 obtained its shareholders' approval to

purchase up to ten percent (10%) of the total number of issued shares of the Company. The approval obtained will continue in force until the conclusion of the forthcoming 39th AGM of the Company which will be held on 25 May 2023 or at any adjournment thereof unless a renewal is obtained from the shareholders of the Company at the AGM. In connection thereto, the Company had on 13 April 2023

announced its intention to seek approval of its shareholders on the Proposed Renewal of Share Buy- Back Authority at the forthcoming 39th AGM of the Company.

The purchase of such Shares pursuant to the Proposed Renewal of Share Buy-Back Authority will be carried out through Bursa Securities via its appointed Stockbroker(s).

1. Quantum
   The maximum number of Shares which may be purchased by the Company shall not exceed ten percent (10%) of the total number of issued shares of the Company.
   As at the LPD, the Company had purchased a total of 12,383,400 Shares which are held as Treasury Shares. Accordingly, the number of Shares which are available for further buy-back by the Company is up to the maximum of 6,788,600 Shares, which together with the 12,383,400 Treasury Shares, represents ten percent (10%) of the total number of issued shares of the Company.
2. Effective period
   The authorisation for the Proposed Renewal of Share Buy-Back Authority, if approved by the
   shareholders, shall be effective immediately upon the passing of the ordinary resolution relating to the Proposed Renewal of Share Buy-Back Authority at the 39th AGM and will continue to be in force until:
3. 1. the conclusion of the next AGM of the Company following at which time the authority shall lapse unless renewed by an ordinary resolution passed at that general 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. the authority is revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting;

whichever occurs first.

1.3 Source of funds

The Company will finance the Proposed Renewal of Share Buy-Back Authority from its internally generated funds and/or bank borrowings, the proportion of which will depend on the quantum of purchase consideration as well as the availability of any internally generated funds and borrowings and repayment capabilities of the Group at the time of purchase. As such, the funding is not expected to have a negative bearing on the cash flow position of the Group.

Pursuant to the Listing Requirements, the Proposed Renewal of Share Buy-Back Authority must be made wholly out of retained earnings. The maximum amount of funds to be allocated by the Company for the Proposed Renewal of Share Buy-Back Authority shall not exceed the aggregate of the retained earnings. Based on the latest audited accounts for the FYE 31 December 2022, the Company's retained earnings of the Company stood at RM45,115,642.

The actual number of Shares to be purchased, the total amount of funds involved for each purchase and timing of the purchase(s) will depend on inter-alia, the market conditions and sentiments of the stock market as well as the availability of financial resources of the Company at the time of the purchase(s).

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