NOTES
:
Proxy
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, Level 11, Menara KOMTAR, Johor Bahru City
Centre, 80000 Johor Bahru, Johor at least forty-eight (48) hours before the time appointed for holding the meeting or any adjournment
thereof.
Abstention from Voting
1. All the Non-Executive Directors (“NED”) of the Company who are shareholders of the Company shall abstain from voting on Resolution
6 concerning remuneration to the NED at the 22
nd
AGM.
2. Any Director referred to in Resolutions 2, 3 and 4, who is a shareholder of the Company shall abstain from voting on the resolution in
respect his election or re-appointment at the 22
nd
AGM.
EXPLANATORY NOTES ON SPECIAL BUSINESS:
f. The Ordinary Resolutions 8, 9, 10 and 11 if passed, will enable Zainah Binti Mustafa, Dr Kok Chin Leong, Dr Yoong Fook Ngian, Datuk
Azzat Bin Kamaludin and to continue to act as Independent Directors notwithstanding that they have served the Board as Independent
Non-Executive Directors 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 judgement, 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 judgement. Following an assessment, the Board
concluded that the INEDs’ length of service do not interfere with the exercise of independent judgement 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 Directors’ concerned had declared their independence
and desire to continue as Independent Non-Executive Directors of the Company.
g. The proposed Resolution 12 if passed is primarily to give flexibility 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 12 is a renewal of an existing mandate particularly on the conversion of KPJ warrants into
ordinary shares of RM0.50 at the price of RM1.13 per share
(ii) The proceeds raised from the previous mandate were RM6,857,242
(iii) The proceeds were utilised 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 13 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 14 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 5 May 2015 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.
311
KPJ Healthcare Berhad annual report
2014
