KPJ Healthcare : Notice of AGM 2023, Proxy Form and Administrative and Guide for Shareholders

NOTICE OF ANNUAL

GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Thirtieth ("30th") 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 at https://tiih.onlineor https://tiih.com.my(Domain registration number with MYNIC: D1A282781) on Thursday, 22 June 2023 at 11:00 a.m. to transact the following businesses:-

AGENDA

ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the year ended 31 December 2022 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 and being eligible, have offered themselves for re-election:-

	(i) Shamsul Anuar Bin Abdul Majid	- Rule 95(i)	(Ordinary Resolution 1)
	(ii) Rozaini Bin Mohd Sani	- Rule 95(i)	(Ordinary Resolution 2)
	(iii) Dato' Mohd Redza Shah Bin Abdul Wahid	- Rule 95(i)	(Ordinary Resolution 3)
	(iv) Lee Lai Fan	- Rule 96	(Ordinary Resolution 4)
	Please refer to Explanatory Note B.
3.	To approve the payment of Directors' Fees of up to RM1,600,000 for the Non-Executive
	Directors ("NEDs") from the conclusion of the 30th AGM until the conclusion of the next AGM of	(Ordinary Resolution 5)
	the Company.
	Please refer to Explanatory Note C(i).
4.	To approve the payment of benefits payable to the NEDs up to an amount of RM2,200,000 from
	the conclusion of the 30th AGM until the conclusion of the next AGM of the Company.
	Please refer to Explanatory Note C(ii).		(Ordinary Resolution 6)
5.	To re-appoint Ernst & Young PLT as Auditor of the Company for the ensuing financial year	(Ordinary Resolution 7)
	ending 31 December 2023 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 SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016

"THAT subject to the Companies Act 2016 (the "Act"), 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 of the Act, to issue and allot shares in the Company 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 issued pursuant to this resolution 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 issued on Bursa Malaysia Securities Berhad AND FURTHER THAT such authority shall commence immediately upon the passing of this resolution and shall continue to be in force until the conclusion of the next AGM of the Company.

NOTICE OF ANNUAL GENERAL MEETING

THAT pursuant to Section 85 of the Act to be read together with Rule 7.5 of the Constitution of the Company, approval be and is hereby given to waive the statutory pre-emptive rights of the shareholders of the Company to be offered new shares of the Company ranking equally to the existing issued shares arising from any issuance of new shares in the Company pursuant to Sections 75 and 76 of the Act."

Please refer to Explanatory Note D.

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

"THAT subject to the Act, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and the Company's Constitution, 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 a revenue or trading nature ("RRPTs") as set out in the Circular to Shareholders dated 27 April 2023 with the related parties as described therein, provided that such transactions are:

1. recurrent transactions of a revenue or trading nature;
2. necessary for the day-to-day operations of the Group;
3. 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
4. not detrimental to the minority shareholders of the Company;

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

1. 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
2. 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 Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or
3. 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.

Please refer to Explanatory Note E.

8. To transact any other ordinary business for which due notice shall have been given.

By Order of the Board,

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

Company Secretary

Kuala Lumpur

Dated: 27 April 2023

(Ordinary Resolution 8)

(Ordinary Resolution 9)

NOTICE OF ANNUAL GENERAL MEETING

NOTES:

Remote participation and voting

1. The 30th AGM of the Company will be conducted virtually using the RPV facilities of TIIH Online website at https://tiih. onlineor https://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 30th AGM.

Record of Depositors

2. In respect of deposited securities, only a depositor whose name appears in the Record of Depositors as at 15 June 2023 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

1. 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.
2. A member of the Company is entitled to appoint more than one (1) proxy to attend, participate and vote at the AGM.
3. 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.
4. 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.
5. 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.

1. 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 30th AGM.
2. 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:-
3. 1. In hard copy form
      In the case of appointment made in hard copy form, the Proxy Form must be deposited with the poll administrator of the Company at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, its Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.
   2. By electronic form
      The Proxy Form can be electronically lodged with the poll administrator of the Company via TIIH Online website at https://tiih.online. Please refer to the Administrative Guide on the procedures for electronic lodgement of Proxy Form via TIIH Online.
4. Please ensure ALL the particulars as required in the Proxy Form are completed, signed and dated accordingly.
5. Last date and time for lodging the Proxy Form is Tuesday, 20 June 2023 at 11:00 a.m.
6. Any authority pursuant to which such appointment is made by a power of attorney must be deposited at the office of the poll administrator of the Company 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 at https://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.
7. Foracorporatememberwhohasappointedarepresentative, 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,

NOTICE OF ANNUAL GENERAL MEETING

Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, by electronic means via TIIH Online website at https://tiih.online. The certificate of appointment should be executed in the following manner:

1. 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.
2. 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:
3. 1. at least two (2) authorised officers, of whom one (1) shall be a director; or
   2. any director and/or authorised officer(s) in accordance with the laws of the country under which the corporate member is incorporated.

EXPLANATORY NOTES:

1. Audited Financial Statements for the financial year ended 31 December 2022
   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 Act for discussion only. They do not require shareholders' approval and hence, will not be put for voting.
2. Ordinary Resolutions 1 - 4: Re-election of Directors who retire in accordance with Rules 95(i) and 96 of the Company's Constitution and being eligible, have offered themselves for re-election
   Rule 95(i) of the Company's Constitution provides that one-third (1/3) of the Directors, or, if their number is not a multiple of three (3), the number nearest to, but not exceeding one-third (1/3), shall retire from office at every AGM. All Directors shall retire from office once at least in each three (3) years but shall be eligible for re-election. Encik Shamsul Anuar Bin Abdul Majid, Encik Rozaini Bin Mohd Sani and Dato' Mohd Redza Shah Bin Abdul Wahid are to retire in accordance with Rule 95(i) of the Company's Constitution.
   Rule 96 of the Company's Constitution provides that any casual vacancy occurring in the Board of Directors may be filled up by the Directors, but any person so chosen shall retain his office only until the next following AGM of the
   Company, at the close of which he shall retire, but at which he shall be eligible for re-election. Miss Lee Lai Fan, who was appointed on 7 July 2022, retires in accordance with Rule 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 108 to 117 of the Integrated Annual Report 2022.

The Nomination and Remuneration Committee ("NRC") (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 the Directors' active participation and contributions during deliberations at Board and Board Committees meetings. They had imparted their knowledge and experience in carrying out their roles and responsibilities as Directors. The NRC (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 to 4 above.

The Board, having considered the views and recommendations of the NRC, supports the recommendation of the re-election of all the Directors standing for re-election.

1. Ordinary Resolutions 5 and 6: Directors' Fees and
   Benefits payable to the NEDs

Pursuant to Section 230(1) of the Act, the fees and benefits

payable to the Directors of a listed company and its subsidiaries shall have to be approved at a general meeting. In this respect, the Board agreed that the shareholders' approval shall be sought at the 30th AGM of the Company

for the payment of Directors' Fees and benefits for the NEDs

from the conclusion of the 30th AGM until the conclusion of the next AGM of the Company ("Relevant Period").

The Company had, at its 29th AGM, obtained approval from the shareholders in respect of the payment of Directors'

Fees and Benefits to the NEDs for the period from 29 June

2022 until the 30th AGM.

In determining the estimated total amount of Directors' fees and benefits payable for the NEDs, the Board has considered various factors including among others, the number of scheduled and special meetings for the Board, Board Committees and boards of subsidiaries, based on the current number of NEDs. The amount also includes a contingency sum to cater for unforeseen circumstances such as additional unscheduled Board and Board Committees' meetings or such other meetings as deemed necessary by the Board and/or for the formation of additional Board Committees.

Details of the estimated Directors' Fees and benefits for the NEDs for the Relevant Period are as below. There are no changes to the rates as compared with those of the previous years.

NOTICE OF ANNUAL

GENERAL MEETING

(I) Ordinary Resolution 5: Directors' Fees for the NEDs for the Relevant Period
	Directors' Fees
	Directors' Fees	Chairman	Member
		of the Board	of the Board
		(RM per annum)	(RM per annum)
	Board of KPJ Healthcare Berhad	220,000	120,000
	Board of Subsidiary	Up to 25,000	Up to 15,000
	(who are Directors of KPJ Healthcare Berhad)

NOTE:

1. 1. The payment of the Directors' Fees for nominee Directors representing and are employees of Johor Corporation will be paid to Johor Corporation as Corporate Fees.
   2. The Managing Director/Executive Director(s) does not receive any Directors' Fees.
2. Ordinary Resolution 6: Benefits for the NEDs for the Relevant Period

Committee Fees
Board Committee/Clinical Committee	Chairman of Committee	Member of Committee
	(RM per annum)	(RM per annum)
Audit Committee	35,000	25,000
Risk, Sustainability & Governance Committee	20,000	15,000
Nomination & Remuneration Committee	20,000	15,000
Investment Committee	20,000	15,000
Tender Committee	20,000	15,000
Group Medical Advisory and Clinical Governance Committee	20,000	15,000
(who are Directors of KPJ Healthcare Berhad)

NOTE:

The payment of Committee Fees will be paid to all Directors in the Board Committees except for the Managing Director/Executive Director(s) of the Company.

Meeting Allowances
Meeting Allowances	Chairman of the Board	Member of the Board
	and Committee	and Committee
	(RM per meeting)	(RM per meeting)
Board of KPJ Healthcare Berhad	4,000	3,000
Audit Committee	4,000	3,000
Risk, Sustainability & Governance Committee	3,000	2,000
Nomination & Remuneration Committee	3,000	2,000
Investment Committee	3,000	2,000
Tender Committee	3,000	2,000
Group Medical Advisory and Clinical Governance Committee	4,000	3,000
(who are Directors of KPJ Healthcare Berhad)
Board of Subsidiary	3,000	750
(who are Directors of KPJ Healthcare Berhad)

NOTE:

The payment of Meeting Allowances will be paid to all Directors in the Board and Board Committees except for the Managing Director/Executive Director(s) of the Company