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 23rd 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 23rd AGM.
EXPLANATORY NOTES ON SPECIAL BUSINESS:
f. The Ordinary Resolutions 9, 10, 11 and 12 if passed, will enable
Zainah Mustafa, Dr. Kok Chin Leong, Datuk Azzat Kamaludin and Dr.
Yoong Fook Ngian, 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 13 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 13 is a renewal of an
existing mandate particularly on the conversion of KPJ warrants
into ordinary shares of RM0.50 at the price of RM4.01 per share.
(ii) The proceeds raised from the previous mandate were
RM15,077,822.26.
(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 14 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 15 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 27 April 2016 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.
341
KPJ Healthcare Berhad
Annual Report
2015
