KPJ Healthcare Berhad - Annual Report 2018

148 KPJ HEALTHCARE BERHAD NOTICE OF ANNUAL GENERAL MEETING (Ordinary Resolution 12) 7. PROPOSED RENEWAL OF THE SHARE BUY-BACK AUTHORITY (PROPOSED SHARE BUY- BACK) “ THAT , subject to Section 127 of the Act, the provisions of the Main Market Listing Requirements of the Bursa Securities ( Listing Requirements ) and all 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 in the Company 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 number of issued shares of the Company for the time being subject to the restriction that the issued 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 profits 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 manner:- (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 (v) transfer all or part of the treasury shares for purposes of an employees’ share scheme, and/or as purchase consideration; or in any other manner as prescribed by the Act, rules, regulations and guidelines pursuant to the Act, the Listing Requirements and other relevant guidelines issued by 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 will lapse unless renewed by ordinary resolution passed at the AGM either unconditionally or subject to conditions; or (b) the expiration of the period within which the next AGM is required by law to be held; or (c) revoked or varied by a resolution passed by the shareholders of the Company in a general meeting,