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KNM GROUP BERHAD I Annual Report 201229Corporate Governance Statement (cont’d)ADDITIONAL COMPLIANCE INFORMATIONThe following additional information is provided in compliance with the Listing Requirements:-1. Approved Utilisation of Proceeds Raised from Corporate Proposal announced to Bursa(i)(ii)On 21 October 2010, KNM had obtained the necessary approval from the Securities Commission for theissuance of up to RM1,500 million (in aggregate nominal value) in Islamic Commercial Papers/IslamicMedium-Term Notes under the Islamic Commercial Papers/Islamic Medium-Term Notes (“ICP/IMTN”)Programme based on the Islamic principle of Musyarakah to be established by KNM. The approvalto extend the proposed implementation of the ICP/IMTN Programme as granted by the SecuritiesCommission until 20 April 2013 has lapsed (the “Approval”). No commercial papers or medium termnotes were issued by the Company pursuant to the said Approval.On 20 November 2012, KNM had completed its Rights Issue exercise involving the issuance of488,920,659 new ordinary shares of RM1.00 each in KNM (“KNM Shares”) (“Rights Shares”) on thebasis of one (1) Rights Share for every two (2) existing KNM Shares held together with up to 488,920,659free detachable warrants (“Warrants”) on the basis of one (1) Warrant for every one (1) Rights Sharesubscribed for. The proceeds raised and the utilisation thereof are as set out below:-PurposeUtilisationRM’000Repayment of bank borrowings 154,764Defray expenses relating to the exercise 7,201Working capital 33,604Total 195,5692. Share Buy-BacksThe Company had purchased 20,000 of its own shares during the financial year ended 31 December 2012,all of which were held as treasury shares and maintained by the Company. Details are as follows:-TotalLowest Highest considerationNo. of price paid price paid Average paid (includingshares Par value for each for each price per transactionbought per share share share share costs)Month back (RM) (RM) (RM) (RM) (RM)January – – – – – –February 10,000 1.00 0.95 0.95 0.957 9,569.85March – – – – – –April – – – – – –May – – – – – –June – – – – – –July – – – – – –August – – – – – –September – – – – – –October – – – – – –November 10,000 1.00 0.48 0.48 0.485 4,846.44December – – – – – –Total 20,000 0.721 14,416.29
30KNM GROUP BERHAD I Annual Report 2012Corporate Governance Statement (cont’d)3. Related Party TransactionsAll related party transactions for 2012 are set out in Note 27 to the Financial Statements.An internal compliance framework exists to ensure the Company meets its obligations, including that of relatedparty transactions under the Listing Requirements. The Audit Committee will review all related party transactionsand report the same to the Board.A Director who has interest in a transaction abstains from deliberation and voting on the relevant resolutionin respect of such transaction at the Board meeting and at any general meeting convened to consider suchtransaction.4. Options, Warrants or Convertible SecuritiesDuring the financial year, 488,920,659 warrants 2012/2017 were issued by the Company on 16 November2012 which carries the rights to subscribe for new shares in the Company at an exercise price RM1.00 pershare and expiring on 15 November 2017. No warrants were exercised during the financial year. (Please referto Analysis of Shareholdings and Warrantholdings of the Annual Report for more details).5. American Depository Receipt (“ADR”) or Global Depository Receipt (“GDR”) programmeThe Company did not sponsor any ADR or GDR programme during the financial year under review.6. Imposition of Sanctions and/or PenaltiesThere were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors ormanagement by any relevant regulatory bodies during the financial year ended 31 December 2012.7. Non-Audit FeesThe amount of non-audit fees paid or payable to the external auditors and its affiliates in connection withservices rendered to the Group and/or the Company for the financial year ended 31 December 2012 are asfollows:-Due/Payment to Purpose Amount (RM)Messrs KPMGProfessional fees rendered for review of Statementon Internal Control and other engagements 54,400Affiliates of KPMGProfessional fees rendered for taxation, financial andin Malaysia tax due diligence 432,320Affiliates of KPMGProfessional fees rendered for taxation, financial andin overseas tax due diligence 829,663Total : 1,316,3838. Variation in ResultsThere is a deviation of more than 10% between the announced unaudited financial results and audited financialstatements of the Group’s profit after tax and minority interests for the financial year ended 31 December 2012.The significant adjustments are mainly attributed to the impairment in goodwill, deferred tax asset, property,plant & equipment and contingency cost provision of the Company’s Brazil operations. Details of the samehave been fully disclosed and announced on 30 April 2013.
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