IHH Healthcare Berhad
l
Annual Report 2014
234
Noticeof
AnnualGeneralMeeting
AGENDA
1. To receive the Audited Financial Statements for the financial year ended 31 December 2014 together with the Reports of the Directors
and Auditors thereon.
2. To approve the payment of a first and final single tier cash dividend of 3 sen per ordinary share of RM1.00 each for the financial year
ended 31 December 2014.
3. To re-elect the following Directors who retire pursuant to Article 113(1) of the Articles of Association of the Company:
(i) Chang See Hiang
(ii) Kuok Khoon Ean
(iii) Rossana Annizah binti Ahmad Rashid
4. To re-elect Shirish Moreshwar Apte who retires pursuant to Article 120 of the Articles of Association of the Company.
5. To re-appoint Tan Sri Dato’ Dr Abu Bakar bin Suleiman in accordance with Section 129(6) of the Companies Act, 1965.
6. To approve the payment of Directors’ fees to the Non-Executive Directors with effect from 16 June 2015 until the next Annual General
Meeting of the Company as per the table below:
Structure
Chairman
Member
(RM per annum)
(RM per annum)
Board of Directors
-
220,000
Audit & Risk Management Committee
120,000
80,000
Nomination & Remuneration Committee
60,000
40,000
Steering Committee
60,000
40,000
7. To re-appoint Messrs KPMG as Auditors of the Company and to authorise the Directors to fix their remuneration.
AS SPECIAL BUSINESS
To consider and if thought fit, pass the following resolutions:
8.
AUTHORITY TO ALLOT SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965
“THAT subject to the Companies Act, 1965, the Articles of Association of the Company and the approvals from Bursa Malaysia
Securities Berhad and other relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered,
pursuant to Section 132D of the Companies Act, 1965, to issue shares in the Company from time to time and upon such terms and
conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares to be issued pursuant
to this Resolution in any one financial year does not exceed ten percent (10%) of the nominal value of the issued and paid-up share
capital of the Company for the time being and that such authority shall continue in force until the conclusion of the next Annual General
Meeting of the Company.”
9.
PROPOSED ALLOCATION OF UNITS UNDER THE LONG TERM INCENTIVE PLAN OF THE IHH GROUP AND ISSUANCE OF
NEW ORDINARY SHARES OF RM1.00 EACH IN IHH (“IHH SHARES”) TO TAN SRI DATO’ DR ABU BAKAR BIN SULEIMAN
“THAT approval be and is hereby given for the Directors of the Company at any time and from time to time, commencing from the
date of the shareholders’ approval (“Approval Date”) and expiring at the conclusion of the annual general meeting of the Company
commencing next after the Approval Date or the expiration of the period within which the next annual general meeting of the Company
is required to be held, to allocate, grant and subsequently vest such number of units as the same may be allocated, granted and
vested to Tan Sri Dato’ Dr Abu Bakar bin Suleiman, the Executive Chairman of the Company, under any of the Long Term Incentive
Plans of the IHH Group, and to allot and issue a corresponding number of new shares in the Company (“IHH Shares”) upon the
surrender of such units to the Company, as part of the compensation package for his services to the Company and/or its group of
companies, PROVIDED THAT the total allocation will be based on the aggregate value of Ringgit Malaysia 331,200 (“Base Allocation”),
equivalent to the total number of units that may be granted and vested or the corresponding number of IHH Shares that may be
allotted and issued within that Base Allocation (“Base Number”) at the issue price per unit/IHH Share to be determined based on the
five (5)-day weighted average market price of IHH Shares as traded on Bursa Malaysia Securities Berhad prior to the issue date (“Issue
Price”), PROVIDED FURTHER THAT if the Base Number contains a fractional part of a thousand, the actual number of units that may
be granted and vested or the corresponding number of IHH Shares that may be allotted and issued (“Actual Number”) will be rounded-
up to the nearest thousand notwithstanding that the total value of the Actual Number may exceed the Base Allocation based on the
Issue Price, AND PROVIDED ALWAYS THAT the Proposed Allocation shall be subject to the terms and conditions and/or adjustments
which may be made in accordance with the provisions of the respective Bye Laws for the Long Term Incentive Plan.”
NOTICE IS HEREBY GIVEN that the Fifth Annual General Meeting of IHH HEALTHCARE BERHAD
(“IHH” or “the Company”) will be held at Ballroom A & B, Level 6, Hilton Hotel KL Sentral, 3 Jalan Stesen Sentral, 50470 Kuala Lumpur,
Wilayah Persekutuan, Malaysia on Monday, 15 June 2015 at 10.00 a.m. for the following purposes:
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
