THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

THISCIRCULAR
THIS CIRCULARIS IS IMPORTANTAND ANDREQUIRES
REQUIRESYOUR YOURIMMEDIATE
IMMEDIATEATTENTION ATTENTION
THIS
If you are in any CIRCULAR
doubt IS IMPORTANT
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your stockbroker, ATTENTION
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Bursa Malaysia
accountant, Securities Berhad (“Bursa Securities”) has not perused the contents of this Circular prior to its issuance as
accountant, or or other
other professional
professional adviser
adviser immediately.
immediately.
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Malaysiahas been selected
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takes exemption
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this Circular.
makes no representation as to its accuracy or
certain privileges
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including exemption
exemption of of the
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need for
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this Circular.
Circular.
completeness
Bursa Securities andtakesexpressly disclaims anyfor
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for Circular,
any loss makes no representation
howsoever arising from orasintoreliance
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upon or
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whole or any part
completeness and
and expressly
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expressly any
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disclaims liability
liability whatsoever
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any loss
loss howsoever
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KPJ HEALTHCARE BERHAD

KPJ
KPJ HEALTHCARE
(Registration
HEALTHCARE BERHAD
No. 199201015575 (247079-M))
BERHAD
KPJ
KPJ HEALTHCARE
HEALTHCARE
(Incorporated
(Registration in BERHAD
BERHAD
Malaysia)
No. 199201015575 (247079-M))
(Registration
(Registration No. 199201015575
No. (247079-M))
No. 199201015575
(Incorporated
(Registration 199201015575
(Incorporated in
(247079-M))
in Malaysia)
(247079-M))
Malaysia)
(Incorporated
(Incorporated in
CIRCULAR TO SHAREHOLDERS in Malaysia)
IN RELATION
Malaysia) TO:
CIRCULAR TO SHAREHOLDERS IN RELATION TO:
CIRCULAR TO
CIRCULAR TO SHAREHOLDERS IN IN RELATION TO: TO:
PROPOSED RENEWAL
CIRCULAR TO SHAREHOLDERS
OF EXISTING SHAREHOLDERS’
SHAREHOLDERS IN RELATION
RELATION TO: MANDATE
FORPROPOSED
RECURRENT RELATED
RENEWAL OFPARTY
EXISTING TRANSACTIONS
SHAREHOLDERS’ OF A MANDATE
REVENUE OR
PROPOSED RENEWAL
PROPOSED RENEWAL OF OFEXISTING
EXISTING SHAREHOLDERS’
SHAREHOLDERS’ MANDATE MANDATE
TRADING
FOR NATURE
RECURRENT
PROPOSED AND PROPOSED
RELATED
RENEWAL OFPARTY
EXISTINGNEW SHAREHOLDERS’
TRANSACTIONS OF A MANDATE
REVENUE OR FOR
FOR RECURRENT
FOR RECURRENT RELATED RELATED PARTY PARTY TRANSACTIONS
TRANSACTIONS OF OF A REVENUE
REVENUE OR OR
FOR ADDITIONAL
TRADING NATURERECURRENT
RECURRENT AND PROPOSED
RELATED RELATED
PARTY NEW PARTY TRANSACTIONS
SHAREHOLDERS’
TRANSACTIONS OF A A MANDATE
REVENUEOF AORFOR
TRADING NATURE
TRADING NATURE AND AND PROPOSED
PROPOSED NEW NEW SHAREHOLDERS’
SHAREHOLDERS’ MANDATE MANDATE FOR FOR
ADDITIONAL REVENUE
RECURRENT OR TRADING
RELATED
TRADING NATURE AND PROPOSED NEW SHAREHOLDERS’ MANDATE FOR PARTYNATURE
TRANSACTIONS OF A
ADDITIONAL
ADDITIONAL RECURRENT RELATED PARTY TRANSACTIONS OF A
ADDITIONAL RECURRENT REVENUERELATED
RECURRENT OR TRADING
RELATED PARTY
PARTY TRANSACTIONS
TRANSACTIONS OF
NATURE OF AA
REVENUE
REVENUE OR
OR TRADING
TRADING NATURE
NATURE
REVENUE
The resolution in respect of the above proposal willOR TRADING
be tabled NATURE
as Special Business at the Twenty-Eighth Annual General
Meeting (“28thinAGM”)
The resolution respect of of KPJ Healthcare
the above proposalBerhad
will(“KPJ”
be tabled or as“the Company”)
Special Businesswhich at thetoTwenty-Eighth
be conducted entirely through
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live
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streaming
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in respect
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atBerhad
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shareholder,
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are encouraged to go online, participate, and vote at the 28th AGM using the Remote Participation
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Facilities Administrator,
wish toas the Tricor Investor & Issuing House Services Sdn. Bhd. at Unit 32-01, Level 32, Tower A,
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Tuesday, 22 June
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Last date and time
Date and time of 28th AGM for lodging the Form of Proxy : Monday, 21 June 2021
Tuesday, 22 June 2021 at 11.00 a.m. at 11.00 a.m.
Date andtime
Date time of28th 28th AGM : Tuesday,22 22 June2021 2021 at11.0011.00 a.m.
Date and
and time of of 28th AGM AGM This Circular:: is dated Tuesday,
21 May
Tuesday, 22 June
June 2021 at
2021 at 11.00 a.m.a.m.
This Circular is dated 21 May 2021
This Circularisisdated
This dated 21May May 2021
This Circular
Circular is dated 21 21 May 2021 2021
DEFINITIONS

Except where the context otherwise requires or where otherwise defined herein, the following terms and
abbreviations shall apply throughout this Circular:-

“Act” : Companies Act 2016, as amended from time to time and any
re-enactment thereof

“AGM” : Annual General Meeting

“Annual Report 2020” : Annual Report of the Company for the financial year ended 31
December 2020

“Board” : Board of Directors of KPJ

“Bursa Securities” : Bursa Malaysia Securities Berhad

“Circular” : This Circular to Shareholders of KPJ dated 21 May 2021

“Constitution” : The Constitution of KPJ, as amended from time to time

“COVID-19” : Coronavirus disease

“Director” : Shall have the meaning given in Section 2(1) of the Capital Markets and
Services Act 2007 and includes any person who is or was within the
preceding six (6) months of the date on which the terms of the
transaction were agreed upon, a director of the company or any other
company which is its subsidiary or holding company, or a chief
executive officer of the company, its subsidiary or holding company

“EPS” : Earnings per share

“FYE(s)” : Financial year(s) ended/ending, as the case may be

“Interested Directors” : The directors of KPJ who are deemed interested in the Proposed
Shareholders’ Mandate as disclosed in Section 6 of this Circular

“Interested Major : The major shareholder(s) of KPJ who is/are deemed interested in the
Shareholder(s)” Proposed Shareholders’ Mandate as disclosed in Section 6 of this
Circular

“JCorp” : Johor Corporation, a body corporate established under the Johor

Corporation Enactment No. 4, 1968 (as amended by Enactment No. 5,
1995)

“JCorp Group” : JCorp and its subsidiaries and associated companies

“KPJ” or “the Company” : KPJ Healthcare Berhad

“KPJ Group” or “the : KPJ and its subsidiary companies

Group”

“KPJ Share(s)” or : Ordinary share(s) of KPJ

“Share(s)”

“Listing Requirements” : Main Market Listing Requirements of Bursa Securities

i
i
DEFINITIONS (CONT’D)

“LPD” : 26 April 2021, being the latest practicable date prior to the printing of
this Circular

“Major Shareholder” : A person, who includes any person who is or was within the preceding
six (6) months of the date on which the terms of the transaction were
agreed upon, a major shareholder of the Company or any other
corporation which is its subsidiary or holding company, has an interest or
interests in one (1) or more voting shares in the Company and the total
number of voting shares, or the aggregate of the total number of those
voting shares, is:-

(a) 10% or more of the total number of voting shares in the Company;
or

(b) 5% or more of the total number of voting shares in the Company

where such person is the largest shareholder of the Company

For the purpose of this definition “interest in shares” shall have the
meaning given in Section 8 of the Act

“NA” : Net Assets

“Proposed New : Proposed new shareholders’ mandate for KPJ Group to enter into
Shareholders’ Mandate” additional recurrent related party transactions of a revenue or trading
nature

“Proposed Renewal of : Proposed renewal of existing shareholders’ mandate for KPJ Group to
Existing Shareholders’ enter into recurrent related party transactions of a revenue or trading nature
Mandate”

“Proposed Shareholders’ : Proposed Renewal of Existing Shareholders’ Mandate and Proposed New
Mandate” Shareholders’ Mandate

“Related Party(ies)” : Director(s), major shareholder(s) or person(s) connected with such

director(s) or major shareholder(s) who are interested in the RRPT(s) as set
out in Section 2.3 of the Circular

“RM” and “sen” : Ringgit Malaysia and sen, respectively

“RRPT(s)” : Recurrent related party transaction(s) of a revenue or trading nature of KPJ

Group which are necessary for the day-to-day operations and in the
ordinary course of business of KPJ Group as specified in Section 2.4 of the
Circular

“Treasury Shares” : 162,306,700 treasury shares held by KPJ as at LPD

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

ii
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DEFINITIONS (CONT’D)

Words importing the singular shall, where applicable, include the plural and vice versa and words importing
the masculine gender shall, where applicable, include the feminine and neuter gender and vice versa.
References to persons shall include corporations, unless otherwise specified.

All references to “you” or “your” in this Circular are to the shareholders of the Company.

Any reference in this Circular to any enactment or guidelines is a reference to that enactment or guidelines as
for the time being amended or re-enacted.

Any reference to the time of day in this Circular shall be a reference to Malaysian time, unless otherwise
specified.

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TABLE OF CONTENTS

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED SHAREHOLDERS’

MANDATE
PAGE
1. INTRODUCTION 1-2

2. PROPOSED SHAREHOLDERS’ MANDATE

2.1 Details of the Proposed Shareholders’ Mandate 2-3

2.2 Principal Activities of KPJ Group 3-7

2.3 Classes of RRPT(s) for the Proposed Shareholders’ Mandate 7-8

2.4 Nature of RRPT(s) for the Proposed Shareholders’ Mandate 9-10

2.5 Amount due from and owing to KPJ Group by its Related Parties pursuant to the 11
RRPT(s)

2.6 Review Procedures for RRPT(s) 11

2.7 Statement by the Audit Committee 11-12

2.8 Disclosure in Annual Report 12

3. RATIONALE AND BENEFITS OF THE PROPOSED SHAREHOLDERS’ MANDATE 12

4. EFFECTS OF THE PROPOSED SHAREHOLDERS’ MANDATE 12

5. APPROVALS REQUIRED 13

6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS 13-14

CONNECTED TO THEM

7. DIRECTORS’ RECOMMENDATION 14

8. AGM 14

9. FURTHER INFORMATION 14

APPENDIX I – FURTHER INFORMATION 16

APPENDIX II – EXTRACT OF THE NOTICE OF THE TWENTY-EIGHTH AGM 17-19

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 KPJ HEALTHCARE BERHAD
(Registration No. 199201015575 (247079-M))
(Incorporated in Malaysia)

Registered Office:

Level 17
Menara KPJ
238, Jalan Tun Razak
50400 Kuala Lumpur
Malaysia

21 May 2021

Board of Directors:

Dato’ Yusli bin Mohamed Yusoff (Independent Non-Executive Chairman)

Ahmad Shahizam bin Mohd Shariff
Christina Foo
Datuk Mohd Radzif bin Mohd Yunus
Mohamed Ridza bin Mohamed Abdulla
Dato’ Mohd Redza Shah bin Abdul Wahid
Khairuddin bin Jaflus
Prof Dato’ Dr Azizi bin Haji Omar
Dato’ Dr Ngun Kok Weng
Dato’ Dr Sivamohan a/l S.Namasivayam
Rozaini bin Mohd Sani
Shamsul Anuar bin Abdul Majid
(Managing Director)
(Independent Non-Executive Director)
(Independent Non-Executive Director)
(Independent Non-Executive Director)
(Independent Non-Executive Director)
(Independent Non-Executive Director)
(Non-Independent Non-Executive Director)
(Non-Independent Non-Executive Director)
(Non-Independent Non-Executive Director)
(Non-Independent Non-Executive Director)
(Non-Independent Non-Executive Director)

To: The Shareholders of KPJ

Dear Sir/Madam,

PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE AND PROPOSED NEW

SHAREHOLDERS’ MANDATE

1. INTRODUCTION

At the Twenty-Seventh AGM of the Company held on 9 July 2020, the Company had obtained a
general mandate from its shareholders for the Group to enter into RRPT(s) with Related Parties in the
ordinary course of business based on commercial terms which are not more favourable to the Related
Parties than those generally available to the public and are not detriment of the minority shareholders,
which are necessary for KPJ Group’s day-to-day operations.

In accordance with the Listing Requirements, the aforesaid mandate is subject to annual renewal and
will lapse at the conclusion of the forthcoming Twenty-Eighth (“28th”) AGM, unless authority for its
renewal is obtained from the shareholders of KPJ.

On 23 April 2021, the Company had announced to Bursa Securities its intention to seek shareholders’
approval for the Proposed Shareholders’ Mandate pursuant to Paragraph 10.09 of the Listing
Requirements at the forthcoming 28th AGM of the Company.

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THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH THE DETAILS OF THE
PROPOSED SHAREHOLDERS’ MANDATE, TO SET OUT THE RECOMMENDATION OF
THE BOARD THEREON AND TO SEEK YOUR APPROVAL FOR THE ORDINARY
RESOLUTION PERTAINING TO THE PROPOSED SHAREHOLDERS’ MANDATE TO BE
TABLED AT THE FORTHCOMING 28TH AGM UNDER THE AGENDA OF SPECIAL
BUSINESS.

SHAREHOLDERS ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS

OF THIS CIRCULAR BEFORE VOTING ON THE ORDINARY RESOLUTION TO GIVE
EFFECT TO THE PROPOSED SHAREHOLDERS’ MANDATE AT THE FORTHCOMING 28TH
AGM.

2. PROPOSED SHAREHOLDERS’ MANDATE

2.1 Details of the Proposed Shareholders’ Mandate

Pursuant to Paragraph 10.09(2), Part E of Chapter 10 of the Listing Requirements, a listed issuer may
seek a mandate from its shareholders for RRPT(s), which are necessary for its day-to-day operations,
subject to, inter alia, the following:-

(i) the transactions are in the ordinary course of business and are on terms not more favourable to
the related party than those generally available to the public;

(ii) the shareholders’ mandate is subject to annual renewal and disclosure is made in the annual
report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate
during the financial year where the aggregate value is equal to or more than the threshold
prescribed under Paragraph 10.09(1)(a) of the Listing Requirements;

(iii) the listed issuer’s circular to shareholders for the shareholders’ mandate includes the
information as may be prescribed by Bursa Securities. The draft circular must be submitted to
Bursa Securities together with a checklist showing compliance with such information;

(iv) in a meeting to obtain the shareholders’ mandate, the interested director, major shareholder or
person connected with a director of major shareholder and where it involves the interest of the
person connected with a director or major shareholder, such director or major shareholder must
not vote on the resolution to approve the transactions. An interested director or major
shareholder must ensure that person connected with him abstain from voting on the resolution
approving the transactions; and

(v) the listed issuer immediately announces to Bursa Securities when the actual value of a RRPT
entered into by the listed issuer, exceeds the estimated value of the RRPT(s) disclosed in the
circular by 10% or more and must include the information as may be prescribed by Bursa
Securities in its announcement.

Where a listed issuer has procured a shareholders’ mandate in respect of RRPT(s) pursuant to
Paragraph 10.09(2) of the Listing Requirements, the provisions under Paragraph 10.08 of the Listing
Requirements shall not apply to the RRPT(s) which are comprised in the said mandate during the
validity period of the mandate.

The shareholder’s mandate for the RRPT(s) is also subject to the following:-

(a) the transactions are conducted on normal commercial terms;

(b) the transactions are not detrimental to the minority shareholders;

(c) the transactions are conducted on arm’s length basis; an

(d) details of the transactions containing the information as set out in Annexure PN12-A of the
Listing Requirements are set out in the circular.

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 It is anticipated that KPJ Group would, in the ordinary course of its business, enter into the RRPT(s)
which are necessary for its day-to-day operations with the classes of Related Parties which are
disclosed in Section 2.3 of this Circular. It is likely that such transactions will occur with some degree
of frequency and could arise at any time.

The Board is seeking the shareholders’ mandate which would allow the Group to enter into RRPT(s)
with the Related Parties as specified in Section 2.4 of this Circular provided that such transactions are
necessary for the day-to-day operations of the Group, in the ordinary course of its business carried out
based on normal commercial terms that are not more favourable to the Related Parties than those
generally available to the public and are not to the detriment of its minority shareholders.

The Proposed Shareholders’ Mandate, if approved by the shareholders at the forthcoming 28th AGM,
will be subject to annual review and shall continue to be in force until:-

(i) the conclusion of the next AGM of the Company following the forthcoming AGM, at which the
Proposed Shareholders’ Mandate is passed, at which time it will lapse, unless by a resolution
passed at the AGM, the authority is renewed;

(ii) the expiration of the period within which the next AGM after the date is required to be held
pursuant to Section 340(2) of the Act (but shall not extend to such extensions as may be allowed
pursuant to Section 340(4) of the Act); or

(iii) revoked or varied by resolution passed by the shareholders of the Company at a general
meeting,

whichever is the earlier.

2.2 Principal Activities of KPJ Group

KPJ is principally an investment holding company while the principal activities of its subsidiaries
include the operation of specialist hospitals, trading of pharmaceutical and consumer healthcare
products, provision of pathology and laboratory services and a private nursing university college.
Details of the subsidiaries and associates of the Company as at LPD are set out below:-

Effective
interest
Name of company % Principal activities

Kumpulan Perubatan (Johor) Sdn. Bhd. 100 Managing and investment holding
company for medical sector

Point Zone (M) Sdn. Bhd. 100 Providing treasury management

services to the companies within the
group

Tawakal Holdings Sdn. Bhd. 100 Investment holding company

Johor Specialist Hospital Sdn. Bhd. 100 Operating as a specialist hospital

Ipoh Specialist Hospital Sdn. Bhd. 99 Operating as a specialist hospital

Pusat Pakar Tawakal Sdn. Bhd. 100 Operating as a specialist hospital

Puteri Specialist Hospital (Johor) Sdn. Bhd. 100 Dormant

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 Effective
interest
Name of company % Principal activities

Subsidiaries of Kumpulan Perubatan (Johor) Sdn. Bhd.

Ampang Puteri Specialist Hospital Sdn. Bhd. 100 Operating as a specialist hospital

Bandar Baru Klang Specialist Hospital Sdn. 100 Operating as a specialist hospital
Bhd.

Kajang Specialist Hospital Sdn. Bhd. 100 Operating as a specialist hospital

Maharani Specialist Hospital Sdn. Bhd. 100 Operating as a specialist hospital

Pasir Gudang Specialist Hospital Sdn. Bhd. 100 Operating as a specialist hospital

Penang Specialist Hospital Sdn. Bhd. 100 Operating as a specialist hospital

Pusat Pakar Kluang Utama Sdn. Bhd. 100 Operating as a specialist hospital

Rawang Specialist Hospital Sdn. Bhd. 100 Operating as a specialist hospital

Sentosa Medical Centre Sdn. Bhd. 100 Operating as a specialist hospital

Sibu Medical Centre Corporation Sdn. Bhd. 100 Operating as a specialist hospital

SMC Healthcare Sdn. Bhd. 100 Operating as a specialist hospital

PT Khidmat Perawatan Jasa Medika 80 Operating as a specialist hospital

PT Khasanah Putera Jakarta Medica 75 Operating as a specialist hospital

Kuching Specialist Hospital Sdn. Bhd. 70 Operating as a specialist hospital

Miri Specialist Hospital Sdn. Bhd. 70 Operating as a specialist hospital

Pahang Specialist Hospital Sdn. Bhd. 70 Operating as a specialist hospital

Perdana Specialist Hospital Sdn. Bhd. 61 Operating as a specialist hospital

Perlis Specialist Hospital Sdn. Bhd. 60 Operating as a specialist hospital

Selangor Specialist Hospital Sdn. Bhd. 60 Operating as a specialist hospital

Advanced Health Care Solutions Sdn. Bhd. 100 Providing healthcare information
system services

Crossborder Aim (M) Sdn. Bhd. 100 Investment holding company

Crossborder Hall (M) Sdn. Bhd. 100 Investment holding company

Healthcare Technical Services Sdn. Bhd. 51 Providing management and

engineering maintenance services for
specialist hospital

Kota Kinabalu Wellness Sdn. Bhd. 100 Operating as an assisted living care,
after birth care and rehabilitation
centre

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 Effective
interest
Name of company % Principal activities

Subsidiaries of Kumpulan Perubatan (Johor) Sdn. Bhd. (Cont’d)

KPJ Ambulatory Care Centre Sdn. Bhd. 100 Management and operation of
ambulatory care centre

KPJ Dhaka (Pte) Ltd 100 Providing management services to a

specialist hospital

KPJ Eyecare Specialist Sdn. Bhd. 100 Providing medical and consultancy
services in eye care

KPJ Healthcare University College Sdn. Bhd. 100 Operating as a private university
college of nursing and allied health

KPJ HealthShoppe Sdn. Bhd. 100 Operating as pharmacy retail outlet

KPJ Medik TV Sdn. Bhd. 100 Operating as medical service provider

Kuantan Wellness Center Sdn. Bhd. 100 Operating as a dialysis and aged-care
centre

Lablink (M) Sdn. Bhd. 51 Providing pathology and laboratory

services

PharmaCARE Sdn. Bhd. 100 Providing human resource, training

services and rental of human resource
information system

Pharmaserv Alliances Sdn. Bhd. 100 Marketing and distributing medical

and pharmaceutical products

PT Al-`Aqar Bumi Serpong Damai 100 Operating as building management

company

PT Al-`Aqar Permata Hijau 100 Operating as building management

company

Sibu Geriatric Health & Nursing Centre Sdn. 100 Operating and managing an aged care
Bhd. facilities

Sterile Services Sdn. Bhd. 100 Providing sterile services

Fabricare Laundry Sdn. Bhd. 98 Providing laundry services

DTI Resources Sdn. Bhd. 94 Providing information technology

related services and rental of software

Healthcare IT Solutions Sdn. Bhd. 100 Providing healthcare information

technology services

Pride Outlet Sdn. Bhd. 75 Providing maintenance services for

medical equipment

Skop Yakin (M) Sdn. Bhd. 100 Marketing and distributing general
merchandise

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 Effective
interest
Name of company % Principal activities

Subsidiaries of Kumpulan Perubatan (Johor) Sdn. Bhd. (Cont’d)

Total Meal Solution Sdn. Bhd. 70 Providing central kitchen services

Teraju Farma Sdn. Bhd. 65 Marketing and distributing medical

and pharmaceutical products

Jeta Gardens (Qld) Pty Ltd 57 Providing retirement village and aged
care facilities

BDC Specialist Hospital Sdn. Bhd. 100 Operating as a building management

company

Massive Hybrid Sdn. Bhd. 100 To be operating as a specialist hospital

UTM KPJ Specialist Hospital Sdn. Bhd. 100 To be operating as a specialist hospital

Damansara Specialist Hospital Sdn. Bhd. 100 Dormant

Seremban Specialist Hospital Sdn. Bhd. 100 Dormant

Taiping Medical Centre Sdn. Bhd. 100 Dormant

Bayan Baru Specialist Hospital Sdn. Bhd. 100 Dormant

Energy Excellent Sdn. Bhd. 100 Dormant

KPJ Education Services Sdn. Bhd. 100 Dormant

Pharmacare Surgical Technologies (M) Sdn. 100 Dormant

Bhd.

Freewell Sdn. Bhd. 80 Dormant

Subsidiary of Johor Specialist Hospital Sdn. Bhd.

Bandar Dato Onn Specialist Hospital Sdn. Bhd. 100 Operating as a specialist hospital

Kluang Specialist Hospital Sdn. Bhd. 100 Operating as a building management

company

Subsidiary of Ipoh Specialist Hospital Sdn. Bhd.

Sri Manjung Specialist Centre Sdn. Bhd. 100 Operating as a specialist hospital

Subsidiary of Selangor Specialist Hospital Sdn. Bhd.

Pusrawi SMC Sdn. Bhd. 52 Operating as a polyclinic

Subsidiary of SMC Healthcare Sdn. Bhd.

Amity Development Sdn. Bhd. 100 Dormant

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 Effective
interest
Name of company % Principal activities

Subsidiary of Pharmaserv Alliances Sdn. Bhd.

Malaysian Institute of Healthcare Management 75 Dormant

Sdn. Bhd.

Subsidiary of KPJ Healthcare University College Sdn. Bhd.

KPJ Education (M) Sdn. Bhd. 100 Operating as a college and training
centre

Subsidiaries of Jeta Gardens (Qld) Pty Ltd

Jeta Gardens Aged Care (Qld) Pty Ltd 100 Operating and managing an aged care
facility

Jeta Gardens Management (Qld) Pty Ltd 100 Dormant

Associates of KPJ

Damansara REIT Managers Sdn. Berhad (a) - Manager of Al-`Aqar Healthcare REIT

Al-`Aqar Healthcare REIT 37 Real estate investment trust

Associates of Kumpulan Perubatan (Johor) Sdn. Bhd.

Kedah Medical Centre Sdn. Bhd. 46 Operating as a specialist hospital

Vejthani Public Company Limited 23 Operating as an international specialist

hospital

Note:-
(a)
Entity over which the Company exercises significant influence by virtue of its board
representation in Damansara REIT Managers Sdn. Berhad, which controls Al-`Aqar
Healthcare REIT.

2.3 Classes of RRPT(s) for the Proposed Shareholders’ Mandate

The Proposed Shareholders’ Mandate will apply to transactions with the following classes of Related
Parties:-

Transacting Party(a) Nature of RRPT Classes of Related Party and

JCorp Group (excluding Al-
`Aqar Healthcare REIT (“Al-
`Aqar”) and Al-Salām Real
Estate Investment Trust
(“Al-Salām”))
 Registrar fees
 Contract management and
advisory fees of KPJ projects
development
 Building management service
fees payable for Menara KPJ in
Kuala Lumpur
 Insurance coverage payable
 Fees payable for both project
management services for the
construction of hospital buildings
and maintenance of non-medical
equipment such as lifts and
firefighting equipment
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Nature of Interest(a)
Major Shareholder
 JCorp
KPJ is 36.07%-owned by JCorp as
at LPD.
KPJ and JCorp (via KPJ) are also
the major unitholders of Al-`Aqar.
Damansara REIT Managers Sdn.
Berhad (“DRMSB”), the manager of
Al-`Aqar and Al-Salām, is also
indirectly wholly-owned by JCorp.

Al-`Aqar (represented by its
trustee, AmanahRaya
Trustees Berhad (“ART”)
and managed by DRMSB, a
wholly-owned subsidiary of
Damansara Assets Sdn. Bhd.
(“DASB”), which in turn is a
wholly-owned subsidiary of
JCorp. Al-`Aqar Australia
Pty Ltd (“Al-`Aqar
Australia”) is a wholly-
owned subsidiary of Al-
`Aqar.)
Al-Salām (represented by its
trustee, ART and managed
by DRMSB, a wholly-owned
subsidiary of DASB, which
in turn is a wholly-owned
subsidiary of JCorp. Al-
Salām is a 57.56%-owned
subsidiary of JCorp via its
direct (4.21%) and indirect
interest (53.35%).)
Damansara Holdings Berhad 
(formerly known as
Damansara Realty Berhad) 
(“DBhd”) and its
subsidiaries and associated 
companies (collectively,
“DBhd Group”). JCorp has
an indirect interest of
13.81% in DBhd.
Note:-
(a)
Based on position as at LPD.
 Security services fees payable
 Purchase of food and beverage
consumables
 Hotel accommodation
 Training and seminars
 Medical services provided to
JCorp Group’s employees as
panel hospital
 Landscape
 Rental payable for renting of
land for car park
Rental payable for renting of
retirement village building and aged
care facility in Australia and lease of
hospitals together with the land.
Rental payable for renting of premises
for the operations of Puteri Nursing
College and Malaysian College of
Hospitality and Management.
Rental income for renting of land
for car park
Housekeeping contract fees
payable
Rental income for renting of
office
88
Directors
 Dato’ Mohd Redza Shah bin
Abdul Wahid
 Rozaini bin Mohd Sani
 Shamsul Anuar bin Abdul Majid
Dato’ Mohd Redza Shah bin Abdul
Wahid is deemed interested as he is
a Director of DRMSB (the manager
of Al-`Aqar and Al-Salām, is also
indirectly wholly-owned by JCorp)
and also a Director of KPJ, which is
a major unitholder of Al-`Aqar.
Rozaini bin Mohd Sani and Shamsul
Anuar bin Abdul Majid are deemed
interested directors as they are
persons connected to JCorp by
virtue of them being Directors of the
Company nominated by JCorp and
being part of the senior management
of JCorp.
 2.4 Nature of RRPT(s) for the Proposed Shareholders’ Mandate

(a) The Proposed Renewal of Existing Shareholders’ Mandate will apply to the following Related Parties:-

Estimated aggregate
Actual value transacted value as disclosed Deviation where
Estimated aggregate from 9 July 2020 in the preceding year’s Actual Value
value from the (date of last AGM) circular to shareholders exceeds
Transacting forthcoming AGM to up to the LPD dated 10 June 2020 Estimated Value
Party Nature of RRPT the next AGM(a) “Actual Value” “Estimated Value” by 10% or more
(RM‘000) (RM‘000) (RM‘000) (RM‘000)
JCorp Group  Secretarial fees and registrar fees 400# 775 1,000 -
(except for  Contract management and advisory fees of KPJ -* 160 460 -
Al-`Aqar and projects development
Al-Salām)  Building management service fees payable for 1,400 1,280 1,400 -
Menara KPJ in Kuala Lumpur
 Insurance coverage payable 6,000 4,480 5,800 -
 Fees payable for both project management -* 1,512 4,000 -
services for the construction of hospital buildings
and maintenance of non-medical equipment such
as lifts and firefighting equipment
 Security services fees payable 6,000 4,320 6,000 -
 Purchase of food and beverage consumables 1,000 674 1,060 -
 Hotel accommodation -* 5 10 -
 Training and seminars 400 220 635 -
 Medical services provided to JCorp Group’s 6,000 3,570 10,000 -
employees as panel hospital
Al-`Aqar and its  Rental payable for renting of retirement village 17,000 14,890 17,000 -
subsidiary, Al- building and aged care facility in Australia and
`Aqar Australia lease of hospitals together with the land
Al-Salām  Rental payable for renting of premises for the 2,700 1,870 2,700 -
operations of Puteri Nursing College and
Malaysian College of Hospitality and
Management
DBhd Group  Rental income for renting of land for car park 2,000 1,750 2,300 -
 Housekeeping contract fees payable 16,000 14,150 18,000 -
 Rental income for renting of office 20 16 20 -
Total 59,320 49,965 70,385 -

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2.4 Nature of RRPT(s) for the Proposed Shareholders’ Mandate (Cont’d)

(b) The Proposed New Shareholders’ Mandate will apply to the following Related Parties:-

Estimated aggregate value from the

Transacting Party Nature of RRPT forthcoming AGM to the next AGM(a)
(RM‘000)
JCorp Group  Landscape 200
(except for Al-`Aqar and  Rental payable for renting of land for car park 200
Al-Salām)
Total 400

Notes:-
(a)
The actual value of the transactions may vary from the estimated value disclosed above.
#
Shareholders’ mandate is sought for the transaction on registrar fees only at the forthcoming AGM.
*
The Board had considered that no shareholders’ mandate is sought for this transaction at the forthcoming AGM.

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2.5 Amount due from and owing to KPJ Group by its Related Parties pursuant to the RRPT(s)

As at LPD, there is no amount due from and owing to KPJ Group by its Related Parties pursuant to
the RRPT(s) for the FYE 31 December 2020 which have exceeded the normal credit terms of the KPJ
Group.

2.6 Review Procedures for RRPT(s)

The Company has established the following internal review procedures to ensure that the RRPT(s) are
undertaken on an arm’s length basis and on normal commercial terms consistent with the Group’s
usual business practices and policies, which are not more favourable to the Related Parties than those
generally available to third parties/public and are not to the detriment of the minority shareholders:-

(i) in determining the pricing for the RRPT(s), the Group transacts at the prevailing market
rates/prices for services or products, on the service or product providers’ usual commercial
terms, and otherwise in accordance with applicable industry norms;

(ii) at least two (2) other contemporaneous transactions with unrelated third parties for similar
products/services and/or quantities will be used as comparison, wherever possible, to determine
whether the price and terms offered to/by the related parties are fair and reasonable and
comparable to those offered to/by other unrelated third parties;

(iii) all RRPT(s) are subject to the following limit of approval:-

 value below RM1,000,000.00 must be reviewed and approved by KPJ Group Management
Committee;
 value above RM1,000,000.00 but below RM5,000,000.00 must be reviewed and approved
by the Investment Committee;
 value above RM1,000,000.00 but below RM20,000,000.00 must be reviewed and
approved by the Development and Procurement Committee; or
 value above RM20,000,000.00 must be reviewed and approved by the Board of Directors
of the Company

(iv) if any Director of the KPJ Group has a direct or indirect interest in any particular transaction,
he or she will have to abstain from any deliberation and also voting in respect of the said
transaction. If a member of the Audit Committee is interested in any transactions, that member
of the Audit Committee shall abstain from voting in any matter relating to any decision to be
taken by the Audit Committee with respect to such transactions;

(v) proper records shall be maintained to capture all RRPT(s) of a revenue or trading nature
entered into pursuant to the shareholders’ mandate to ensure accurate disclosure thereof.
Disclosure shall be made in the Annual Report of the Company of the aggregate value of
transactions conducted in accordance with the given mandate;

(vi) the Audit Committee shall have overall responsibility for the determination of the review
procedures;

(vii) the Audit Committee shall review the relevant RRPT(s) of a revenue or trading nature and the
existing procedures to ascertain that they have been complied with; and

(viii) if during the review, the Audit Committee is of the view that the abovementioned procedures
are no longer sufficient to ensure that the RRPT(s) undertaken on an arm’s length basis and on
normal commercial terms that are not more favourable to the Related Party than those normally
available to the public, the Audit Committee shall have the discretion to request for additional
procedures to be imposed on all the RRPT(s).

2.7 Statement by the Audit Committee

The Audit Committee of the Company has seen and reviewed the procedures established in Section
2.6 above in treatment of RRPT(s) and is of the view that:-
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 (i) the said procedures for the RRPT(s) as well as the periodic review to be made by the Audit
Committee in relation thereto are sufficient to ensure that the RRPT(s) will be made at arm’s
length and in accordance with the Company’s normal commercial terms and are not more
favourable to the Related Parties than those generally available to the public and are not to the
detriment of the minority shareholders;

(ii) the Group has in place adequate procedures and processes to monitor, track and identify
RRPT(s) in a timely and orderly manner; and

(iii) the Audit Committee will review these procedures and processes on an annual basis.

2.8 Disclosure in Annual Report

A disclosure will be made in accordance with Section 3.1.5 of Practice Note 12 of the Listing
Requirements, which requires a breakdown of the aggregate value of the RRPT(s) entered into during
the financial year, amongst others, based on the following information:-

(i) the type of the RRPT(s) made; and

(ii) the names of the Related Parties involved in each type of RRPT(s) made and their relationships
with the Company.

The above disclosure will be made in the Company’s Annual Report for each subsequent financial
year after the Proposed Shareholders’ Mandate has been approved and renewed.

In addition, if the actual value of the RRPT(s) entered into by the Group exceeds the estimated value
of the RRPT(s) disclosed in the circular to the shareholders on the Proposed Shareholders’ Mandate
by 10% or more, the Company will make an immediate announcement to Bursa Securities.

3. RATIONALE AND BENEFITS OF THE PROPOSED SHAREHOLDERS’ MANDATE

The RRPT(s) to be entered into by the Group with the Related Parties are intended to meet business
needs at the best possible terms. The Proposed Shareholders’ Mandate also enhances the ability of the
Group to explore beneficial business opportunities and promote cross-selling between the Group and
the JCorp Group.

The Proposed Shareholders’ Mandate, if approved by the shareholders, will eliminate the need to
make regular announcements to Bursa Securities or to issue separate circulars to shareholders and to
convene separate general meetings on each occasion to seek shareholders’ prior approval for the entry
by the Group into such transactions. This will substantially reduce administrative time, inconvenience
and expenses associated with the making of such announcements and the convening of such general
meetings, without compromising the corporate objectives and adversely affecting the business
opportunities available to the Group.

Hence, the Directors are seeking approval from the shareholders on the RRPT(s) as described under
Section 2.4 of this Circular.

4. EFFECTS OF THE PROPOSED SHAREHOLDERS’ MANDATE

The Proposed Shareholders’ Mandate is not expected to have any material effect on the issued share
capital of the Company, substantial shareholders’ shareholdings in the Company, NA per share,
gearing, EPS as well as the dividend of the Group.

Nevertheless, the Proposed Shareholders’ Mandate is in relation to transactions which relate to the
KPJ Group’s day-to-day operations. Hence, it will impact KPJ Group’s financial performance.

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5. APPROVALS REQUIRED

The Proposed Shareholders’ Mandate is subject to and conditional upon approval being obtained from
the shareholders of the Company at the forthcoming 28th AGM.

6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS

CONNECTED TO THEM

Save as disclosed in this Circular and below, none of the Directors, Major Shareholders and/or
persons connected to them have any interest, direct or indirect, in the Proposed Shareholders’
Mandate:-

(i) Major Shareholders’ Interest

JCorp being the Interested Major Shareholder will abstain from voting in respect of its direct
and indirect interests in the Company on the resolution pertaining to the Proposed Shareholders’
Mandate at the forthcoming 28th AGM. JCorp has undertaken to ensure that persons connected
with it shall abstain from voting on the resolution pertaining to the Proposed Shareholders’
Mandate at the forthcoming 28th AGM in respect of their direct or indirect interests in the
Company.

(ii) Directors’ Interests

Dato’ Mohd Redza Shah bin Abdul Wahid is deemed interested in the Proposed Shareholders’
Mandate by virtue of him being a Director of DRMSB (the manager of Al-`Aqar and Al-Salām,
is also indirectly wholly-owned by JCorp) and also a Director of KPJ, which is a major
unitholder of Al-`Aqar.

Rozaini bin Mohd Sani and Shamsul Anuar bin Abdul Majid are deemed interested in the
Proposed Shareholders’ Mandate as they are persons connected to JCorp by virtue of them
being Directors of the Company nominated by JCorp and being part of the senior management
of JCorp.

Dato’ Mohd Redza Shah bin Abdul Wahid, Rozaini bin Mohd Sani and Shamsul Anuar bin
Abdul Majid shall collectively be referred to as “Interested Directors”.

Accordingly, the Interested Directors have abstained and will continue to abstain from
deliberation, voting and any recommendations relating to the Proposed Shareholders’ Mandate
at all Board meetings. They will also abstain from voting in respect of their direct and indirect
interests, if any, on the resolution pertaining to the Proposed Shareholders’ Mandate to be tabled
at the forthcoming 28th AGM.

In addition, the Interested Directors have also undertaken to ensure that persons connected to
them shall abstain from voting on the resolution pertaining to the Proposed Shareholders’
Mandate at the forthcoming 28th AGM in respect of their direct and indirect interests in the
Company.

The direct and indirect shareholdings of the Interested Major Shareholder and Interested
Directors in the Company as at LPD are as follows:-

Direct Interest Indirect Interest

No. of Shares No. of Shares
(‘000) %(a) (‘000) %(a)

Interested Major Shareholder

JCorp 1,545,916 36.07 109,404(b) 2.55

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 Direct Interest Indirect Interest
No. of Shares No. of Shares
(‘000) %(a) (‘000) %(a)

Interested Directors

Dato’ Mohd Redza Shah bin Abdul - - - -

Wahid
Rozaini bin Mohd Sani - - - -
Shamsul Anuar bin Abdul Majid - - - -

Notes:-
(a)
Based on the total number of issued share capital of 4,285,404,714 ordinary shares (after
excluding 162,306,700 Treasury Shares) in the Company as at LPD.
(b)
Deemed interested by virtue of its shareholdings in Kulim (Malaysia) Berhad, Johor Ventures
Sdn. Bhd., RHB Nominees (Tempatan) Sdn. Bhd. for JCorp Capital Solutions Sdn. Bhd. and
Johor Land Berhad pursuant to Section 8(4) of the Act.

7. DIRECTORS’ RECOMMENDATION

The Board (save for the Interested Directors), having considered all aspects of the Proposed
Shareholders’ Mandate, is of the opinion that the Proposed Shareholders’ Mandate is fair and
reasonable and is in the best interest of KPJ Group.

Accordingly, the Board (save for the Interested Directors), recommends that you vote in favour of the
ordinary resolution pertaining to the Proposed Shareholders’ Mandate to be tabled under the Agenda
of Special Business at the forthcoming 28th AGM.

8. AGM

In light of the COVID-19 pandemic and as part of the safety measures, the 28th AGM of the
Company will be conducted entirely through live streaming from the Broadcast Venue at Tricor
Business Centre, Manuka 2 & 3, Unit 29.01, Level 29, Tower A, Vertical Business Suite, Avenue 3,
Bangsar South, 8 Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia on Tuesday, 22 June 2021 at
11.00 a.m. for the purpose of considering, and if thought fit, passing the ordinary resolution to give
effect to the Proposed Shareholders’ Mandate as set out in the Notice of the 28th AGM and the Form
of Proxy which are available to be downloaded from the Company’s website at
https://kpj.listedcompany.com/ar.html.

As a shareholder, you are encouraged to go online, participate, and vote at the 28th AGM using the
Remote Participation and Voting Facilities. If you wish to appoint a proxy to participate and vote on
your behalf, you may deposit your Form of Proxy at the office of the Poll Administrator Tricor
Investor & Issuing House Services Sdn. Bhd. or alternatively, you may lodge your Form of Proxy by
electronic means via TIIH Online website at https://tiih.online. The completed Form of Proxy must be
deposited/lodged not less than twenty-four (24) hours before the time set for holding the 28th AGM
or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from
participating the 28th AGM and voting in person at the AGM should you subsequently wish to do so.

9. FURTHER INFORMATION

Shareholders are advised to refer to the attached Appendices I and II for further information.

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Yours faithfully,
For and on behalf of the Board of
KPJ HEALTHCARE BERHAD

CHRISTINA FOO
Independent Non-Executive Director

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APPENDIX I – FURTHER INFORMATION

1. DIRECTORS’ RESPONSIBILITY STATEMENT

This Circular has been seen and approved by the Board of Directors of KPJ and they collectively and
individually accept full responsibility for the accuracy of the information given and confirm that, after
making all reasonable enquiries and to the best of their knowledge and belief, there are no false or
misleading statements or other facts, the omission of which would make any statement in this Circular
false or misleading.

2. MATERIAL CONTRACTS

Save as disclosed below, KPJ Group has not entered into any material contracts (not being contracts
entered into in the ordinary course of business of KPJ Group) during the past two (2) years
immediately preceding the date of this Circular:-

(a) Lease agreement between AmanahRaya Trustees Berhad (as trustee for Al-`Aqar Healthcare
REIT), Johor Land Berhad and Pasir Gudang Specialist Hospital Sdn. Bhd. dated 26 August
2019 for the lease of a land together with a hospital building erected thereon to be known as
“KPJ Batu Pahat Specialist Hospital” (“Lease Agreement”) upon the terms and conditions of
the Lease Agreement; and

(b) Build and lease agreement between Infra Total Care Sdn. Bhd. (“Lessor”) and Bandar Baru
Klang Specialist Hospital Sdn. Bhd. (“Lessee”) dated 9 September 2019 (“Build and Lease
Agreement”) for the construction of a hospital on the land (“Demised Premises”) by the
Lessor and for the lease of the said Demised Premises to the Lessee upon the terms and
conditions of the Build and Lease Agreement.

(c) Sale and purchase agreement between Lam Lim Haw, Optimax Healthcare Services Sdn.
Bhd., Wilayah Kontact Sdn. Bhd. and Maximgold Venture Sdn. Bhd. (collectively, the
“Vendors”), and Johor Specialist Hospital Sdn. Bhd. (“Purchaser”) dated 18 May 2020 for
the purchase of 15,500,000 ordinary shares comprising of 100% of the issued and paid-up
share capital of Kluang Specialist Hospital Sdn. Bhd. (“Sale & Purchase Agreement”) upon
the terms and conditions of the Sale & Purchase Agreement.

3. MATERIAL LITIGATION

As at LPD, KPJ Group is not engaged in any material litigations, claims or arbitrations, either as
plaintiff or a defendant, which will have a material and/or adverse effect on the financial position or
business of the Group and the Board is not aware of any proceedings pending or threatened against
the Group, or of any facts likely to give rise to any proceedings which might materially and adversely
affect the financial position or business of the Group.

4. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the registered office of KPJ at Level
17, Menara KPJ, 238, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia, during normal business
hours from Mondays to Fridays (except public holidays) for the period commencing from the date of
this Circular to the date of the forthcoming 28th AGM:-

(i) Constitution of KPJ;

(ii) Audited consolidated financial statements of the KPJ Group for the past two (2) FYE 31
December 2019 and 2020; and

(iii) Material contracts referred to in Section 2 of Appendix I.

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 Appendix II

KPJ HEALTHCARE BERHAD

(Registration No. 199201015575 (247079-M))
(Incorporated in Malaysia)

Registered
EXTRACT OF THE NOTICE OF THE TWENTY-EIGHTH ANNUAL GENERAL MEETINGOffice:

NOTICE IS HEREBY GIVEN that the Twenty-Eighth (28th) Annual General Meeting (“AGM”) Level 17
of KPJ
Menara
Healthcare Berhad (“KPJ” or the “Company”) will be conducted entirely through live streaming from the KPJ
broadcast venue at Tricor Business Centre, Manuka 2 & 3, Unit 29.01, Level 29, 238, JalanA,
Tower TunVertical
Razak
50400 Kuala
Business Suite, Avenue 3, Bangsar South, 8 Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia (“BroadcastLumpur
Venue”) on Tuesday, 22 June 2021 at 11.00 a.m. to transact the following businesses: Malaysia

AGENDA 21 May 2021

Board of Directors:
SPECIAL BUSINESS

Dato’ Yusli bin

ORDINARY Mohamed Yusoff
RESOLUTION 10 (Independent Non-Executive Chairman)
Ahmad Shahizam bin Mohd Shariff (Managing Director)
Christina Foo RENEWAL OF EXISTING SHAREHOLDERS’
PROPOSED (Independent Non-Executive
MANDATE FORDirector)
RECURRENT
Datuk Mohd Radzif
RELATED PARTY bin Mohd Yunus
TRANSACTIONS OF A REVENUE (Independent
OR Non-Executive
TRADING Director)
NATURE AND
Mohamed RidzaNEW
PROPOSED bin Mohamed Abdulla
SHAREHOLDERS’ MANDATE (Independent Non-Executive Director)
FOR ADDITIONAL RECURRENT
Dato’ Mohd PARTY
RELATED Redza Shah bin Abdul Wahid OF A REVENUE
TRANSACTIONS (Independent
OR TRADING Non-Executive
NATURE Director)
(“PROPOSED
Khairuddin bin Jaflus MANDATE”)
SHAREHOLDERS’ (Independent Non-Executive Director)
Prof Dato’ Dr Azizi bin Haji Omar (Non-Independent Non-Executive Director)
Dato’ Dr subject
“THAT Ngun Kok Wengto the provisions of the Act, the
always (Non-Independent Non-Executive
Listing Requirements Director)
or other regulatory
Dato’ Dr Sivamohan
authorities, a/l and
approval be S.Namasivayam
is hereby given to the Company(Non-Independent Non-Executive
and/or its subsidiaries (“Group”),Director)
to enter into
Rozaini
and givebin Mohd
effect to Sani
the Recurrent Related Party Transactions(Non-Independent
of a Revenue or Non-Executive
Trading nature,Director)
all with the
Shamsul Anuar
particulars bin Abdul
of which are setMajid (Non-Independent
out in the Circular to Shareholders dated 21 MayNon-Executive Director)
2021 (“Circular”) with the
Related Parties as described in the Circular, provided that such transactions are:-
To: The Shareholders of KPJ
(a) recurrent transactions of a revenue or trading nature;
Dear Sir/Madam,
(b) necessary for the day-to-day operations of the Group;
PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE AND PROPOSED NEW
SHAREHOLDERS’
(c) carried out in MANDATE
the ordinary course of business of the Group, made on an arm’s length basis and on
normal commercial terms not more favourable to the Related Parties than those generally available
1. INTRODUCTION
to the public; and

(d) At not
the detrimental
Twenty-Seventh
to the AGM
minorityof shareholders
the Companyofheld on 9 July 2020, the Company had obtained a
the Company;
general mandate from its shareholders for the Group to enter into RRPT(s) with Related Parties in the
THATordinary course ofshall
such authority business based
continue on in
to be commercial terms which are not more favourable to the Related
force until:-
Parties than those generally available to the public and are not detriment of the minority shareholders,
(a) which are necessary
the conclusion of for
the KPJ
nextGroup’s
AGM ofday-to-day operations.
the Company following the forthcoming AGM at which the
Proposed Shareholders’ Mandate is passed, at which time it will lapse, unless by a resolution passed
Inataccordance
the AGM, with
such the ListingisRequirements,
authority renewed; or the aforesaid mandate is subject to annual renewal and
will lapse at the conclusion of the forthcoming Twenty-Eighth (“28th”) AGM, unless authority for its
(b) renewal is obtained
the expiration fromperiod
of the the shareholders
within which of KPJ.
the next AGM after the date that is required to be held
pursuant to Section 340(2) of the Act (but shall not extend to such extensions as may be allowed
Onpursuant
23 Aprilto2021, the340(4)
Section Company hadAct);
of the announced
or to Bursa Securities its intention to seek shareholders’
approval for the Proposed Shareholders’ Mandate pursuant to Paragraph 10.09 of the Listing
Requirements at the forthcoming 28th AGM of the Company.
17
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1
(c) revoked or varied by resolution passed by the shareholders of the Company at a general meeting;

whichever is earlier;

AND THAT the Directors of the Company be and are authorised to do all acts, deeds and things and
execute all necessary documents as they may consider necessary or expedient in the best interest of KPJ
with full power to assent to any conditions, variations, modifications, arrangements and/or amendments in
any manner as may be required or permitted under the Act, the Listing Requirements and other relevant
guidelines issued by Bursa Securities and any other relevant authorities and to deal with all matters in
relation thereto and to take such steps and do all acts and things in any manner as they may deem necessary
or expedient to implement, finalise and give full effect to the Proposed Shareholders’ Mandate
contemplated and/or authorised by this ordinary resolution.” (Note 16(ii))

By Order of the Board,

KPJ HEALTHCARE BERHAD

HANA BINTI AB RAHIM @ ALI, ACIS (MAICSA 7064336)

Secretary

Kuala Lumpur
Date: 21 May 2021

Notes:-

1. IMPORTANT NOTICE

The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which requires the
Chairperson of the meeting to be present at the main venue of the meeting.

Shareholders WILL NOT BE ALLOWED to attend the 28th AGM in person at the Broadcast Venue on the day of the meeting.

Shareholders are to attend, speak (including posing questions to the Board via real time submission of typed texts) and vote
(collectively, “participate”) remotely at the 28th AGM via the Remote Participation and Voting facilities (“RPV”) provided by
Tricor Investor & Issuing House Services Sdn. Bhd. (“Tricor”) via its TIIH Online website at https://tiih.online. Please follow the
Procedures for RPV in the Administrative Guide on 28th AGM and take note of Notes (2) to (14) below in order to participate
remotely via RPV.

2. For the purpose of determining who shall be entitled to participate in this AGM via RPV, the Company shall be requesting Bursa
Malaysia Depository Sdn. Bhd. to make available to the Company, the Record of Depositors as at 15 June 2021. Only a member
whose name appears on this Record of Depositors shall be entitled to participate in this AGM via RPV.

3. A member who is entitled to participate in this AGM via RPV is entitled to appoint a proxy or attorney or in the case of a
corporation, to appoint 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 who is entitled to attend and vote at a general meeting of the Company may appoint not more than two
(2) proxies to participate instead of the member at the AGM via RPV.

5. If two (2) proxies are appointed, the entitlement of those proxies to vote on a show of hands shall be in accordance with the listing
requirements of the stock exchange.

6. 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 not more than two (2) proxies in respect of each securities account it holds in ordinary
shares of the Company standing to the credit of the said securities account.

7. 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.

8. 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.

9. A member who has appointed a proxy or attorney or authorised representative to attend, participate, speak and vote at this Annual
General Meeting via RPV must request his/her proxy to register himself/herself for RPV at TIIH Online website at
https://tiih.online. Please follow the Procedures for RPV in the Administrative Guide on 28th AGM.

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10. The appointment of a proxy may be made in a hard copy form or by electronic means in the following manner and must be received
by the Company not less than twenty-four (24) hours before the time appointed for holding the AGM or adjourned general meeting
at which the person named in the appointment proposes to vote:

(i) In hard copy form

In the case of an appointment made in hard copy form, the proxy form must be deposited with the Poll Administrator of
the Company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business
Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer
Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala
Lumpur, Malaysia.

(ii) By electronic form

The proxy form can be electronically lodged with the Poll Administrator of the Company via TIIH Online at
https://tiih.online (applicable to individual shareholders only). Kindly refer to the Administrative Guide on the procedures
for electronic lodgement of proxy form via TIIH Online.

11. Please ensure ALL the particulars as required in the proxy form are completed, signed and dated accordingly.

12. Last date and time for lodging the proxy form is Monday, 21 June 2021 at 11.00 a.m..

13. Any authority pursuant to which such an appointment is made by a power of attorney must be deposited with the Poll Administrator
of the Company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite,
Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at
Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia not less
than twenty-four (24) hours before the time appointed for holding the AGM or adjourned general meeting at which the person
named in the appointment proposes to vote. 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.

14. For a corporate member who has appointed a representative, please deposit the ORIGINAL certificate of appointment with the Poll
Administrator of the Company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical
Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer
Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur,
Malaysia. The certificate of appointment should be executed in the following manner:

(i) 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.

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

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

(b) any director and/or authorised officers in accordance with the laws of the country under which the corporate
member is incorporated.

16. EXPLANATORY NOTES ON SPECIAL BUSINESS:

(ii) Agenda 7 – Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party Transactions of a
Revenue or Trading Nature and Proposed New Shareholders’ Mandate for Additional Recurrent Related Party
Transactions of a Revenue or Trading Nature (“Proposed Shareholders’ Mandate”)

The proposed Ordinary Resolution 10 if passed, is primarily to authorise the Company and its subsidiaries (“Group”) to enter
into arrangements or transactions with Related Parties, particulars of which are set out in the Circular to Shareholders dated
21 May 2021 (“Circular”) circulated together with this Annual Report, which are necessary for the day-to-day operations of
the Group and are based on normal commercial terms that are not more favourable to the Related Parties than those generally
made to the public.

The procurement of the Proposed Shareholders’ Mandate would reduce substantially administrative time, effort and expenses
associated with the convening of separate general meetings to seek shareholders’ approval as and when potential Recurrent
Related Party Transactions arise.

(iii) For the Proposed Shareholders’ Mandate, please refer the details in the Circular to Shareholders dated 21 May 2021.

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