KPJ Healthcare Berhad : Notice of AGM 2022

Notice of Annual General Meeting

KPJ HEALTHCARE BERHAD 199201015575 (247079-M)

NOTICE IS HEREBY GIVEN THAT the Twenty-Ninth ("29th") Annual General Meeting ("AGM") of KPJ Healthcare Berhad ("KPJ" or the "Company") will be conducted virtually using the remote participation and voting ("RPV") facilities of TIIH Online website athttps://tiih.online orhttps://tiih.com.my (Domain registration number with MYNIC: D1A282781) on Tuesday, 28 June 2022 at 10:00 a.m. to transact the following businesses:-

AGENDA

ORDINARY BUSINESS

• 1. To receive the Audited Financial Statements for the year ended 31 December 2021 together with the Reports of the Directors and Auditors thereon.

  Please refer to Explanatory Note A.

• 2. To re-elect the following Directors of the Company who retire in accordance with the Constitution of the Company:-

  (i)	Datuk Md Arif Bin Mahmood	- Rule 96
  (ii)	Dato' Mohd Shukrie Bin Mohd Salleh	- Rule 96
  (iii)	Annie Binti Rosle	- Rule 96
  (iv)	Hisham Bin Zainal Mokhtar	- Rule 96
  (v)	Lydia Anne Abraham	- Rule 96
  (vi)	Prof Dato' Dr Azizi Bin Omar	- Rule 95(i)
  (vii)	Khairuddin Bin Jaflus	- Rule 95(i)

  Please refer to Explanatory Note B.

  (Ordinary Resolution 1)

  (Ordinary Resolution 2)

  (Ordinary Resolution 3)

  (Ordinary Resolution 4)

  (Ordinary Resolution 5)

  (Ordinary Resolution 6)

  (Ordinary Resolution 7)

• 3. To ratify the payment of Fees of up to RM800,000 for the Non-Executive Directors ("NEDs") from 1 January 2022 until the conclusion of the 29th AGM of the Company.

  Please refer to Explanatory Note C.

• 4. To approve the payment of Fees of up to RM1,600,000 for the NEDs from the conclusion of the 29th AGM until the conclusion of the next AGM of the Company.

  Please refer to Explanatory Note C.

• 5. To approve the payment of Other Remuneration comprising Committee Fees, Committee Allowances and Meeting Allowances of up to RM1,800,000 for the NEDs from the conclusion of the 29th AGM until the conclusion of the next AGM of the Company.

  Please refer to Explanatory Note C.

• 6. To approve the Benefits payable to the NEDs from the conclusion of the 29th AGM until the conclusion of the next AGM of the Company.

  Please refer to Explanatory Note C.

• 7. To re-appoint Ernst & Young PLT as Auditor of the Company for the ensuing financial year ending 31 December 2022 and to authorise the Directors to fix their remuneration.

(Ordinary Resolution 8)

(Ordinary Resolution 9)

(Ordinary Resolution 10)

(Ordinary Resolution 11)

(Ordinary Resolution 12)

SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions:

• 8. AUTHORITY TO ISSUE AND ALLOT SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016

  "THAT subject to the Companies Act 2016, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company's Constitution and approval of the relevant governmental and/or regulatory authorities, if required, the Directors be and are hereby empowered pursuant to Sections 75 and 76 to allot shares in the Company, grant rights to subscribe for shares in the Company, convert any security into shares in the Company or allot shares under an agreement or option or offer at any time and grant rights to subscribe for shares in the Company, convert any security into shares in the Company or allot shares under an agreement or option or offer at any time and from time to time to such persons and 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 allotted pursuant to this resolution during the preceding 12 months does not exceed ten percent (10%) of the total number of issued shares (excluding treasury 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 allotted on the Bursa Malaysia Securities Berhad;

  AND THAT such authority shall commence immediately upon the passing of this resolution and continue to be in force until:-

  • (a) the conclusion of the next AGM of the Company at which time it will lapse, unless by an ordinary resolution passed at the next AGM, the authority is renewed; or

  • (b) the expiration of the period within which the next AGM of the Company is required by law to be held; or

  • (c) revoked or varied by an ordinary resolution passed by the shareholders of the Company at a general meeting,

  whichever is the earlier."

  (Ordinary Resolution 13)

  Please refer to Explanatory Note D.

• 9. PROPOSED RENEWAL OF THE EXISTING SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF REVENUE OR TRADING NATURE

  "THAT approval be and is hereby given to the Company and/or its subsidiaries (the "Group") to enter into any of the transactions falling within the classes of recurrent related party transactions of revenue or trading nature ("RRPTs") as set out in the Circular to Shareholders dated 29 April 2022 with the related parties as described therein, provided that such transactions are:-

  • (a) recurrent transactions of revenue or trading nature;

  • (b) necessary for the day-to-day operations of the Group;

  • (c) carried out in the ordinary course of business of the Group, made on arm's length basis and on normal commercial terms not more favourable to the related parties than those generally available to the public; and

  • (d) not detrimental to the minority shareholders of the Company;

THAT such authority shall continue to be in force until:-

• (a) the conclusion of the next AGM of the Company, at which time it will lapse, unless by an ordinary resolution passed at the next AGM, the authority is renewed; or

• (b) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 340(2) of the Companies Act 2016 (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Companies Act 2016); or

• (c) revoked or varied by an ordinary resolution passed by the shareholders of the Company at a general meeting;

whichever is the earlier;

AND THAT the Directors of the Company be and are authorised to complete and to do all acts, deeds and things, including execute all documents as they may consider expedient or necessary to give effect to the RRPTs contemplated and/or authorised by this ordinary resolution with full power to assent to any conditions, variations, modifications, arrangements and/or amendments in any manner as may be imposed or permitted by the relevant regulatory authorities and/or deemed fit by the Directors in the best interest of the Company."

(Ordinary Resolution 14)

Please refer to Explanatory Note E.

By Order of the Board,

TEH PENG PENG (MAICSA 7021299) (SSM Practising Certificate 202008000736)

HANA BINTI AB RAHIM @ ALI (MAICSA 7064336) (SSM Practising Certificate 202008003378) Company Secretaries

Kuala Lumpur Dated: 29 April 2022

NOTES:

Remote participation and voting

1. The 29th AGM of the Company will be conducted virtually using the RPV facilities of TIIH Online website athttps://tiih.online orhttps://tiih.com.my (Domain registration number with MYNIC: D1A282781). Please follow the procedures provided in the Administrative Guide in order to register, participate and vote remotely via the RPV facilities. No members/proxies/corporate representatives from the public will be allowed to be physically present at the premises of the Company, the poll administrator or the venue where the Chairman will be for the purpose of the 29th AGM.

Record of Depositors

2.

In respect of deposited securities, only a depositor whose name appears in the Record of Depositors as at 21 June 2022 shall be eligible to attend the AGM or appoint proxy(ies) to attend and/or vote in his/her stead. Any changes in the entries in the Record of Depositors after the said date shall be disregarded in determining the rights of any person to attend and vote at the AGM.

Appointment of Proxy

• 3. A member of the Company, who is entitled to attend, participate and vote at the AGM, is entitled to appoint a proxy or attorney or in the case of a corporation, a duly authorised representative to participate in his/her place. A proxy may but need not be a member of the Company.

• 4. A member of the Company is entitled to appoint more than one (1) proxy to attend, participate and vote at the AGM.

  • 7. Where a member appoints more than one (1) proxy, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

  • 8. A member who has appointed a proxy or attorney or authorised representative to attend, participate and vote at the AGM must request his/her proxy to register himself/herself for RPV at TIIH Online website athttps://tiih.online. Please follow the procedures for the RPV in the Administrative Guide for the 29th AGM.

  • 9. The appointment of proxy may be made in hard copy form or by electronic means in the following manner, and must be deposited with and received by the Company not less than forty-eight (48) hours before the time appointed for holding the AGM:-

  • (a) In hard copy form

    In the case of appointment made in hard copy form, the Proxy Form must be deposited at the office of the poll

    administrator at Unit 32-01, Level 32, Tower A, Vertical

    Business Suite, Avenue 3, Bangsar South, No. 8, Jalan

    Kerinchi, 59200 Kuala Lumpur, Malaysia or its Customer

    Service Centre at Unit G-3, Ground Floor, Vertical Podium,

    Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200

    Kuala Lumpur, Malaysia.

  • (b) By electronic form

    The Proxy Form can be electronically lodged with the poll administrator of the Company via TIIH Online website athttps://tiih.online. Please refer to the Administrative Guide on the procedures for electronic lodgement of Proxy Form via TIIH Online.

• 5. Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central

  Depositories) Act 1991 ("Central Depositories Act"), it

  may appoint more than 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.

• 6. Where a member of the Company is an exempt authorised nominee, which holds ordinary shares in the Company for multiple beneficial owners in one securities account ("omnibus account"), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the Central Depositories Act which is exempted from compliance with the provisions of Section 25A(1) of the Central Depositories Act.

• 10. Please ensure ALL the particulars as required in the Proxy Form are completed, signed and dated accordingly.

• 11. Last date and time for lodging the Proxy Form is Sunday, 26 June 2022 at 10:00 a.m.

• 12. Any authority pursuant to which such appointment is made by a power of attorney must be deposited at the office of the poll administrator at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or its Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, by electronic means via TIIH Online website athttps://tiih.online not less than forty-eight (48) hours before the time appointed for holding the AGM. A copy of the power of attorney may be accepted provided that it is certified notarially and/or in accordance with the applicable legal requirements in the relevant jurisdiction in which it is executed.

13.

For a corporate memberwhohasappointedarepresentative, please deposit the certificate of appointment at the office of the poll administrator at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or its Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, by electronic means via TIIH Online website athttps://tiih.online. The certificate of appointment should be executed in the following manner:

• (a) If the corporate member has a common seal, the certificate of appointment should be executed under seal in accordance with the constitution of the corporate member.

• (b) If the corporate member does not have a common seal, the certificate of appointment is to be affixed with the rubber stamp of the corporate member (if any) and executed by:

  • (i) at least two (2) authorised officers, one (1) of whom shall be a director; or

  • (ii) a director and/or authorised officer(s) in accordance with the laws of the country under which the corporate member is incorporated.

EXPLANATORY NOTES:

• A. Agenda 1 - Audited Financial Statements

  The audited financial statements together with the

  Reports of the Directors and Auditors thereon are laid in

  accordance with Section 340(1)(a) of the Companies Act

  2016 for discussion only under Agenda 1. They do not

  require shareholders' approval and hence, will not be put

  for voting.

• B. Agenda 2 - Re-election of Directors who retire in

  accordance with Rules 95(i) and 96 of the Company's

  Constitution

  The profiles of the Directors who are standing for re- election are set out in the "Who Governs Us" section from pages 110 to 120 of the Integrated Annual Report 2021.

  The Board, having considered the views and

  recommendations of the Nomination & Remuneration

  Committee, supports the re-election of all the Directors

  standing for re-election.

The NRC and the Board, save for the retiring Directors who have respectively abstained from the deliberation and voting on their own re-election, had recommended the re-election of the Directors standing for re-election under the proposed Ordinary Resolutions 1 and 2 above, as they have profiles of strong corporate background, competence and experience to contribute to the Board. They were both recently appointed to the Board on 1 April 2022 and have yet to attend any Board meeting as at the point of deliberation of the support statement.

As for the Directors standing for re-election under the proposed Ordinary Resolutions 3 to 7 above, the NRC and the Board, save for the retiring Directors who have respectively abstained from the deliberation and voting on their own re-election, had expressed that they were satisfied with their active participation and contributions during deliberations at Board and Board Committee meetings. They had imparted their knowledge and experience in carrying out their roles and responsibilities as Directors.

C.

Agendas 3 to 6

Pursuant to Section 230(1) of the Companies Act 2016, the fees and benefits payable to the Directors of the Company shall be approved at a general meeting.

Ordinary Resolution 8: Fees for NEDs from 1 January 2022 until the conclusion of the 29th AGM

Ordinary Resolution 9: Fees for NEDs from the conclusion of the 29th AGM until the conclusion of the next AGM of the Company to be held in 2023 (the "Relevant Period")

Ordinary Resolution 10: Other Remuneration comprising Committee Fees, Committee Allowances and Meeting Allowances for NEDs for the Relevant Period

At the previous year's AGM, shareholders' mandate was for the payment of Directors' Fees for the financial year ended 31 December 2021, while the payment of Other Directors' Remuneration comprising Committee Fees and Meeting Allowances, was mandated for the period 23 June 2021 until the conclusion of the next AGM of the Company for the year 2022.