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Annual Report 2013
KPJ HEALTHCARE BERHAD
269
Notice of
Annual General Meeting
(continued)
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 de ned 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 certi ed copy thereof, shall be
deposited at the registered of ce of the Company at: KPJ HEALTHCARE BERHAD, Suite 18, Lot 1B, Podium 1, 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 Resolution 10 if passed, will enable Datuk Azzat Kamaludin to continue to act as Independent Director notwithstanding that he had
served the Board as Independent Non-Executive Director for a term of more than 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 Datuk Azzat’s length
of service does not interfere with the exercise of independent judgment and ability to act in the best interests of the shareholders. In addition, the
Board believes that his detailed knowledge of the Group’s business and his proven commitment, experience and competence will greatly bene t
the Company. The Director concerned had declared his independence and his desire to continue as Independent Non-Executive Director of the
Company.
g. The proposed Resolution 11 if passed is primarily to give exibility 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 RM14,362,000.00
iii. The proceeds were utilized for working capital purposes
iv. The authority will provide exibility 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 nancial 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 19 May 2014 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.