Page 201 - KPJ_2011

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 demned 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 certimed copy thereof, shall be deposited at the registered ofmce 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.
f. The proposed Resolution 11 if passed is primarily to give nexibility 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 AGM or the expiration of the period within the next AGM required by law to be
held, whichever is earlier.
i. The mandate sought under Resolution 11 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 RM85,307,047.20
iii. The proceeds were utilized for working capital purposes
iv. The authority will provide nexibility 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. The proposed Resolution 12 if passed will enable the Company to utilise any of its surplus mnancial
resources to purchase its own shares from the market.
h. The proposed Resolution 13 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 Section 2.3 and 2.4 of the Circular to Shareholders dated 1 June 2012 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. The Special Resolution, if passed, will render the Articles of Association of the Company to be in
line with the Listing Requirements of Bursa Securities and to update the Articles of Association
of the Company to be consistent with the prevailing laws, guidelines or requirements of the
relevant authorities.
ANNUAL REPORT 2011 196