Basic HTML Version
Annual Report 2012 KPJ Healthcare Berhad
227
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 defined 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 certified copy thereof, shall be deposited at the
registered office 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 ON SPECIAL BUSINESS :
f.
The ordinary Resolutions 9 and 10 if passed, will enable Datuk Dr Hussein Awang and Datuk Azzat Kamaludin to continue to act as Independent Directors
notwithstanding that they had served the Board as Independent Non-Executive Directors for a term of more than nine (9) years. The Board strongly believes
that a director’s independence cannot be determined arbitrarily with reference only to the tenure of service. To qualify as independent, a director must
be independent in character and judgment, independent of management and free from any relationship or circumstances as set out in Chapter 1 of the
Listing Requirements, which are likely to affect or appear to affect their independent judgment. Following an assessment, the Board concluded that the
two Directors’ length of service does not interfere with their exercise of independent judgment and ability to act in the best interests of the shareholders. In
addition, the Board believes that their detailed knowledge of the Group’s business and their proven commitment, experience and competence will greatly
benefit the Company. The two Directors concerned had declared their independence and their desire to continue as Independent Non-Executive Directors of
the Company.
g. The proposed Resolution 11 if passed is primarily to give flexibility to the Directors to issue up to a maximum amount not exceeding in total ten percent
(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 RM104,438,432.40
iii. The proceeds were utilized for working capital purposes
iv. The authority will provide flexibility 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.
h. The proposed Resolution 12 if passed will enable the Company to utilise any of its surplus financial resources to purchase its own shares from the market.
i.
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 the Circular to Shareholders dated 20 May 2013 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.
Notice of Annual General Meeting (continued)