Page 190 - ar2010

Notice of

annual general meeting (cont’d)

NOTES:

a. A member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of Companies Act, 1965 need not be complied with.

b. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if the appointor is a corporation, under its common seal or in other manner approved by its Board of Directors.

c. Where a member of the Company is an Authorised Nominee as defned under the Central Depositories Act 1991, he may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

d. Any alteration made in this form should be initialed by the person who signs it.

e. The instrument appointing a proxy, together with the power of attorney (if any) under which it is signed or a certifed copy thereof, shall be deposited at the registered offce of the Company at: KPJ HEALTHCARE BERHAD, Suite 12B, Level 12, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor at least forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.

Explanatory Notes

f. Ordinary Resolution 9 – Authority to Issue Shares

The proposed Ordinary Resolution 9 if passed is primarily to give fexibility to the Directors to issue up to a maximum amount not exceeding in total 10% of the issued share capital of the Company for the time being for such purposes as the Directors consider would be in the interest of the Company. This authority will, unless revoked or varied by the Company in a general meeting, will expire at the conclusion of the next Annual General Meeting or the expiration of the period within the next Annual General Meeting required by law to be held, whichever is earlier.

i. The mandate sought under Resolution 9 is a renewal of an existing mandate particularly on the conversion of KPJ warrants into

ordinary shares of RM0.50 at the price of RM1.70 per share ii. The proceeds raised from the previous mandate were RM16,140,670. iii. The proceeds were utilized for working capital purposes

iv. The authority will provide fexibility to the Company for any possible fund raising activities, including but not limited to further

placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions.

g. Ordinary Resolution 10 – Proposed Share Buy-Back

The proposed Ordinary Resolution 10, if passed, will empower the Directors to purchase KPJ shares through Bursa Malaysia Securities Berhad up to ten percentum of the issued and paid-up capital of the Company.

Detailed information on the Proposed Share Buy-Back is set out in the Circular to Shareholders in relation to the proposed renewal of authority for the purchase by KPJ of its own shares dated 25 May 2011 despatches together with the Annual Report.

h. Ordinary Resolution 11 – Proposed Shareholders’ Mandate

The proposed Resolution 11 if passed is primarily to authorise the Company and/its unlisted subsidiaries to enter into arrangements or transactions with Related Parties, particulars of which are set out in Circular to Shareholders dated 25 May 2011 circulated together with this Annual Report, which are necessary for the day-to-day operations of the Group and are based on normal commercial terms that are not more favourable to the Related Parties than those generally made to the public.

i. Special Resolution 1 – Proposed Amendment to Article 117 of the Company’s Articles of Association

The proposed Resolution 12, if passed, will align Article 117 with Bursa Malaysia Securities Berhad’s requirement that cash dividend must be paid to the shareholders by direct credit into their bank accounts as provided by Bursa Malaysia Depository Sdn Bhd.