Page 200 - KPJ_2011

8. ORDINARY RESOLUTION 3
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR EXISTING RECURRENT
RELATED PARTY TRANSACTIONS AND PROPOSED NEW SHAREHOLDERS’ MANDATE FOR
ADDITIONAL RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING
NATURE (“ PROPOSED SHAREHOLDERS’ MANDATE”)
“THAT subject always to the provisions of the Act, the Memorandum & Articles of Association
of the Company, Listing Requirements or other regulatory authorities, approval be and is hereby
given to the Company and/or its subsidiaries, to
a. enter into new Recurrent Related Party Transactions of a Revenue or Trading Nature; and
b. renew the shareholders’ mandate for recurrent Related Party Transactions of a Revenue or
Trading nature for any of the aforesaid companies to enter into and give effect to the specimed
Recurrent related Party Transactions;
all with the particulars of which are set out in the Section 2.3 and 2.4, Part B of the Circular to
Shareholders dated 1 June 2012 (“Circular”) with the Related Parties as described in the Circular,
provided that such transactions are:-
a. recurrent transactions of a revenue or trading nature;
b. necessary for the day-to-day operations of the Company and/or its subsidiaries;
c. carried out in the ordinary course of business of the Company and/or its subsidiaries, made on
an arm’s length basis and on normal commercial terms which those generally available to the
public ; and
d. not detrimental to the minority shareholders of the Company;
AND THAT such authority shall continue to be in force until :-
a. the conclusion of the next AGM of the Company following this AGM, at which time the authority
shall lapse unless by a resolution passed at the AGM, such authority is renewed; or
b. the expiration of the period within which the next AGM after the date that is required by law to be held
pursuant to Section 143(1) of the Companies Act (but shall not extend to such extensions as may be
allowed pursuant to Section 143(2) of the Companies Act); or
c. revoked or varied by a resolution passed by the shareholders of the Company at a general meeting;
whichever is earlier;
AND THAT the Directors of the Company be authorised to complete and do all such acts and things
(including executing all such documents as may be required) as they may consider expedient or
necessary or give effect to the Proposed Shareholders’ Mandate.” (See Note h)
9. SPECIAL RESOLUTION
PROPOSED AMENDMENTS
“THAT the deletions, alterations, modimcations, variations and additions to the Articles of
Association of the Company as set out in the Circular to Shareholders be and are hereby
approved.” (See Note i)
10. To transact any other business of which due notice shall have been given.
By Order of the Board,
KPJ HEALTHCARE BERHAD
SALMAH BINTI HJ ABD WAHAB (LS 0002140)
ROHAYA BINTI JAAFAR (LS 0008376)
Secretaries
Johor Bahru
Dated : 1 June 2012
(Resolution 13)
(Special Resolution)
195 ANNUAL REPORT 2011