KPJ Healthcare Berhad - Annual Report 2018

OUR BUSINESS & STRATEGY OUR PERFORMANCE AND OUTLOOK OUR RESULTS OUR GOVERNANCE APPENDICES ABOUT THIS REPORT 147 KPJ HEALTHCARE BERHAD www.kpjhealth.com.my NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Twenty-Sixth (26 th ) Annual General Meeting ( AGM ) of KPJ Healthcare Berhad ( KPJ or the Company ) will be held at Permata Ballroom, Level B2, The Puteri Pacific Hotel, Jalan Abdullah Ibrahim, 80000 Johor Bahru, Johor on Thursday, 18 April 2019 at 12.00 p.m for the following purposes:- AGENDA ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the year ended 31 December 2018 and the Reports of the Directors and Auditors thereon. 2. To re-elect the following Directors of the Company who will retire in accordance with the Constitution of the Company:- (i) Dato’ Kamaruzzaman Bin Abu Kassim – Rule 95 (i) (ii) Dato’ Amiruddin Bin Abdul Satar – Rule 95 (i) (iii) Zulkifli Bin Ibrahim – Rule 95 (i) (iv) Dato’ Muthanna Bin Abdullah – Rule 96 (v) Dato’ Dr. Bajit Kor A/P Teja Singh – Rule 96 (vi) Christina Foo – Rule 96 (vii) Jasimah Binti Hassan – Rule 96 3. To approve the Proposed Directors’ fees of RM1,540,000 (Proposed Directors’ Fees) for the financial year ending 31 December 2019 (2018: RM976,458) (Note (4)(ii)) 4. To approve the payment of Directors’ Remuneration (excluding Proposed Directors’ Fees) to Non-Executive Directors (NED) for the period from 19 April 2019 until the conclusion of the next AGM of the Company (Relevant Period). (Note (4)(ii)) 5. To re-appoint Messrs PricewaterhouseCoopers PLT as Auditors of the Company and to authorise the Directors to fix their remuneration. SPECIAL BUSINESS To consider and if thought fit, to pass the following resolutions: 6. AUTHORITY TO ISSUE AND ALLOT SHARES PURSUANT TO SECTION 75 OF THE COMPANIES ACT, 2016 “ THAT pursuant to Section 75 of the Companies Act, 2016 (Act), and approvals of the relevant government and/or regulatory authorities, the Directors be and are hereby empowered to issue and allot shares in the Company, from time to time, upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10 percent (10%) of the total number of issued shares of the Company for the time being and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on the Bursa Securities and that such authority shall continue in force until the conclusion of the next AGM of the Company. (See Note (5)(i)) Please refer to Note (4)(i) (Ordinary Resolution 1) (Ordinary Resolution 2) (Ordinary Resolution 3) (Ordinary Resolution 4) (Ordinary Resolution 5) (Ordinary Resolution 6) (Ordinary Resolution 7) (Ordinary Resolution 8) (Ordinary Resolution 9) (Ordinary Resolution 10) (Ordinary Resolution 11)