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Annual Report 2012 KPJ Healthcare Berhad
224
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Twentieth (20th) Annual General Meeting (“
AGM
”) of KPJ Healthcare Berhad (“
KPJ
”
or the “
Company
”) will be held at the Tanjung Puteri 303, Level 3, Persada Johor International Convention Centre, Jalan
Abdullah Ibrahim, 80000 Johor Bahru, Johor, on Tuesday 11 June 2013 at 12.30 p.m for the purpose of transacting the
following businesses:
AGENDA
As Ordinary Business
1. To receive and adopt the Audited Financial Statements for the year ended 31 December 2012 and the Reports of the Directors
and Auditors thereon.
2. To re-elect the following Directors retire in accordance with the Articles of Association of the Company:-
(i) Dato’ Kamaruzzaman Abu Kassim (Article 96);
(ii) Ahamad Mohamad (Article 96); and
(iii) Dr Kok Chin Leong (Article 96)
3. To consider, and if thought fit, to pass the following resolutions pursuant to Section 129(6) of the Companies Act 1965:-
(i) That Datuk Dr Hussein Awang, who is above the age of seventy (70) years, be and is hereby re-appointed as Director and
to hold office until the next AGM of the Company.”
(ii) That Dr Yoong Fook Ngian, who is above the age of seventy (70) years, be and is hereby re-appointed as Director and to
hold office until the next AGM of the Company.”
4. To approve the payment of Directors’ fees in respect of the financial year ended 31 December 2012.
5. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to fix their remuneration.
As Special Business
To consider and if thought fit, to pass the following resolutions:
6.
ORDINARY RESOLUTION 1
CONTINUING IN OFFICE AS INDEPENDENT NON-EXECUTIVE DIRECTORS
(a)
THAT
, subject to the passing of Resolution 5, approval be and is hereby given to Datuk Dr Hussein Awang, who has served
as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, to continue
to act as an Independent Non-Executive Director of the Company until the conclusion of the next AGM pursuant to the
Malaysian Code on Corporate Governance 2012.
(b)
THAT
approval be and is hereby given to Datuk Azzat Kamaludin who has served as an Independent Non-Executive Director
of the Company for a cumulative term of more than nine (9) years, to continue to act as an Independent Non-Executive
Director of the Company until the conclusion of the next AGM pursuant to the Malaysian Code on Corporate Governance
2012.(See Note f)
7.
ORDINARY RESOLUTION 2
AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965
“
THAT
pursuant to Section 132D of the Companies Act, 1965 (“Act”), the Articles of Association of the Company and subject to the
approvals of the relevant government and/or regulatory authorities, the Directors be and are hereby empowered to issue shares of the
Company, from time to time, upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion
deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10 percent (10%) of the
issued share capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval for the
listing of and quotation for the additional shares so issued on the Bursa Malaysia Securities Berhad (“Bursa Securities”) and that such
authority shall continue in force until the conclusion of the next AGM of the Company. (See Note g)
(Resolution 1)
(Resolution 2)
(Resolution 3)
(Resolution 4)
(Resolution 5)
(Resolution 6)
(Resolution 7)
(Resolution 8)
(Resolution 9)
(Resolution 10)
(Resolution 11)