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Annual Report 2013
KPJ HEALTHCARE BERHAD
267
(Resolution 12)
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 for the time being 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 pro ts 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; or
(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, nalise and give
full effect to the Proposed Share Buy-Back with full power to assent to any conditions, modi cations, 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)
Notice of
Annual General Meeting
(continued)