Basic HTML Version
Annual Report 2012 KPJ Healthcare Berhad
225
8.
ORDINARY RESOLUTION 3
PROPOSED RENEWAL OF THE SHARE BUY-BACK AUTHORITY (“PROPOSED SHARE BUY-BACK”)
“
THAT
, subject to Section 67A of the Act, Part IIIA of the Companies Regulations 1966, the provisions of the Articles of Association of the
Company, the Main Market Listing Requirements (“Listing Requirements”) of the Bursa Securities and any other applicable laws, rules,
regulations and guidelines for the time being in force, the Directors of the Company be and are hereby authorised, to make purchase(s)
of ordinary shares of RM0.50 each in the Company’s issued and paid-up capital on Bursa Securities subject to the following:-
(a) The maximum number of shares which may be purchased and/or held by the Company shall not exceed ten percent (10%)
of the total issued and paid-up share capital of the Company at any point of time subject to the restriction that the issued
and paid-up capital of the Company does not fall below the applicable minimum share capital requirement of the Listing
Requirements;
(b) The maximum fund to be allocated by the Company for the purpose of purchasing its shares shall not exceed the retained
profits and the share premium account of the Company; and
(c) Upon completion of the purchase by the Company of its own shares, the Directors of the Company are authorised to deal
with the shares so bought-back in their absolute discretion in any of the following manners:-
(i) cancel the shares so purchased; or
(ii) retain the shares so purchased as Treasury Shares and held by the Company; or
(iii) retain part of the shares so purchased as Treasury Shares and cancel the remainder,
(iv) distribute the treasury shares as dividends to shareholders and/or resell on Bursa Securities and/or cancel all or part
of them; or
in any other manner as prescribed by the Act, rules, regulations and guidelines pursuant to the Act and the requirements of
Bursa Securities and any other relevant authority for the time being in force;
AND THAT
the authority conferred by this resolution shall continue to be in force until:-
(a) the conclusion of the next AGM of the Company at which such resolution was passed, at which time the authority would
lapse unless renewed by ordinary resolution passed either unconditionally or subject to conditions; or
(b) the expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Act (but shall
not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or
(c) revoked or varied by a resolution passed by the shareholders of the Company in general meeting,
whichever is earlier, but not so as to prejudice the completion of the purchase(s) by the Company before the aforesaid expiry
date and in any event, in accordance with the provisions of the Listing Requirements of Bursa Securities or any other relevant
authorities.
AND THAT
the Directors of the Company be and are authorised to take all such steps to implement, finalise and give full effect
to the Proposed Share Buy-Back with full power to assent to any conditions, modifications, revaluations and/or amendments as
may be imposed by the relevant authorities and with full power to do all such acts and things thereafter in accordance with the
Act, the provisions of the Memorandum and Articles of Association of the Company, the Listing Requirements and the guidelines
issued by Bursa Securities and any other relevant authorities.” (See Note h)
(Resolution 12)
Notice of Annual General Meeting (continued)