1.
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To re-elect each of the following Directors who will retire pursuant to Article 94 of our Constitution to the Board of Directors:
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(a)
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Mr. Cyril Pierre-Jean Ducau;
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(b)
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Mr. Antoine Bonnier;
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(c)
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Mr. Laurence N. Charney;
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(d)
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Mr. Barak Cohen;
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(e)
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Mr. N. Scott Fine;
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(f)
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Dr. Bill Foo;
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(g)
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Mr. Aviad Kaufman;
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(h)
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Mr. Robert L. Rosen; and
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(i)
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Mr. Arunava Sen.
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2.
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To re-appoint KPMG LLP as our statutory Auditor for the financial year ending December 31, 2025, and to authorize the Directors (which may act through the Audit Committee) to fix their remuneration.
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3.
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To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:
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THAT, pursuant to the provisions of Section 161 of the Companies Act 1967 (the “Companies Act”), but subject otherwise to the provisions of the Companies Act and our Constitution (the “Constitution”), authority be and is hereby given to our Directors to: |
(a)
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(i)
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allot and issue ordinary shares of the Company (“shares”); and/or
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(ii)
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make or grant offers, agreements or options that might or would require shares to be allotted and issued, whether after the expiration of this authority or otherwise (including but not limited to the creation and
issuance of warrants, debentures or other instruments exercisable for or convertible into shares),
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at any time to and/or with such persons and upon such terms and conditions and for such purposes as our Directors may in their absolute discretion deem fit, and with such rights or restrictions as our Directors
may think fit to impose and as are set forth in the Constitution; and
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(b)
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(notwithstanding the authority to be conferred by this resolution may have ceased to be in force) allot and issue shares in pursuance of any offer, agreement or option made or granted by our Directors while this
resolution was in force,
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and that the authority to be conferred by this resolution shall continue in force until the (i) conclusion of the next Annual General Meeting of the Company; or (ii) the
expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
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4.
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To consider and, if thought fit, to pass with or without any amendments the following as an Ordinary Resolution:
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THAT authority be and is hereby given to the Directors to offer and grant awards (“Awards”) of fully paid-up shares in accordance with the provisions of the Kenon Holdings Ltd. Share Incentive Plan 2014 (as amended from time to time) (the “SIP 2014”) and to allot and issue from time to time such number of shares as may be required to be delivered pursuant to the vesting of Awards under the SIP 2014, provided that the total number of shares which may be delivered pursuant to Awards granted under the SIP 2014 on any date, when added to the total number of new shares allotted and issued and/or to be allotted and issued and issued shares (including treasury shares) delivered and/or to be delivered pursuant to Awards already granted under the SIP 2014, shall not exceed three (3) per cent. of the total number of issued shares (excluding shares held by the Company as treasury shares) from time to time (measured at the time of grant) as such limit may be amended, or such other limit as may be established from time to time. |
5.
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To consider, and if thought fit, to pass with or without amendments the following as an Ordinary Resolution:
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(a)
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for the purposes of Sections 76C and 76E of the Companies Act 1967 (the “Companies Act”), the exercise by our Directors of all of
our powers to purchase or otherwise acquire issued ordinary shares of the Company (“Ordinary Shares”, and each, an “Ordinary
Share”) not exceeding in aggregate the number of issued Ordinary Shares representing 10% of the total number of issued Ordinary Shares outstanding as of the date of the passing of this
resolution (excluding any Ordinary Shares which are held as treasury shares, or which are held by a subsidiary of the Company under Sections 21(4B) or 21(6C) of the Companies Act, as at that date) at
such price or prices as may be determined by our Directors from time to time up to the maximum purchase price described in paragraph (c) below, whether by way of:
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(i)
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market purchases on the New York Stock Exchange (“NYSE”), Tel Aviv Stock Exchange (“TASE”) or any other stock exchange on which our
Ordinary Shares may for the time being be listed and quoted, which may be made through one or more duly licensed or registered dealers appointed by us for that purpose; and/or
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(ii)
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off-market purchases (that is, effected other than on the NYSE, TASE, or any other stock exchange on which our Ordinary Shares may for the time being be listed and quoted) in accordance with any equal access
scheme(s) as may be determined or formulated by our Directors as they consider fit, and subject to all the applicable conditions prescribed by the Companies Act,
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and in accordance with all applicable securities laws and regulations and rules of the NYSE, TASE or, as the case may be, any other stock exchange on which our Ordinary Shares may for the time being be listed and
quoted, as may be applicable, be and is hereby authorized and approved generally and unconditionally;
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(b)
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unless varied or revoked by our shareholders in a general meeting, the authority conferred on our Directors pursuant to the authorization contained in paragraph (a) above may be exercised by our Directors at any
time and from time to time during the period commencing from the date of the passing of this resolution and expiring on the earlier of:
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(i)
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the date on which our next Annual General Meeting is held; or
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(ii)
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the date by which our next Annual General Meeting is required by law to be held;
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(c)
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the maximum purchase price (excluding brokerage commission, applicable goods and services tax and other related expenses) which may be paid for an Ordinary Share purchased or acquired by us pursuant to the
authorization contained in paragraph (a) above, shall not exceed:
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(i)
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in the case of a market purchase of an Ordinary Share, the highest independent bid or the last independent transaction price, whichever is higher, of our Ordinary Shares quoted or reported on the NYSE or TASE or
any such other stock exchange, in each case on which our Ordinary Shares are being purchased, as applicable; and
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(ii)
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in the case of an off-market purchase pursuant to an equal access scheme, 105% of the closing price of our ordinary shares as quoted on either the NYSE or TASE, whichever is higher, on either (A) the trading day
immediately preceding the date on which we resolve to effect the off-market purchase; or (B) the trading day immediately preceding the day such off-market purchase is completed, whichever is higher, in each case, if applicable, as translated
into the relevant currency in which the off-market purchase is being made using the prevailing exchange rate on the date as of which such closing price is being calculated; and
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(d)
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our Directors and/or any of them be and are hereby authorized to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or
necessary to give effect to the transactions contemplated and/or authorized by this resolution.
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Neoh Hooi Ming
Company Secretary
Singapore
June 20, 2025
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