KPJ Healthcare : Circular to Shareholders

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant, or other professional adviser immediately.

Bursa Malaysia Securities Berhad ("Bursa Securities") has not perused the contents of this Circular prior to its issuance as it is an exempt document pursuant to Paragraph 2.1 of Practice Note 18 of the Main Market Listing Requirements of Bursa Securities.

Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

KPJ HEALTHCARE BERHAD

(Registration No. 199201015575 (247079-M))

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO THE

PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE

FOR RECURRENT RELATED PARTY TRANSACTIONS

OF A REVENUE OR TRADING NATURE

The resolution in respect of the above proposal will be tabled as Special Business at the Thirtieth Annual General Meeting ("30th AGM") of KPJ Healthcare Berhad ("KPJ" or the "Company") which will be conducted virtually using the remote participation and voting ("RPV") facilities to be provided by the poll administrator via 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. or any adjournment thereof. The Notice of the 30th AGM together with the Proxy Form are set out in the Integrated Annual Report 2022 of the Company which are available for download from the Company's website together with this Circular at https://kpj.listedcompany.com/ar.html.

As a shareholder, you are encouraged to go online, participate, and vote at the 30th AGM using the RPV facilities. If you wish to appoint a proxy to participate and vote on your behalf, you may deposit your Proxy Form 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, you may lodge your Proxy Form by electronic means via TIIH Online website at https://tiih.online, not less than forty-eight (48) hours before the time set for holding the 30th AGM as indicated below or any adjournment thereof.

Last date and time for lodging the Proxy Form	:	Tuesday, 20 June 2023 at 11:00 a.m.
Date and time of the 30th AGM	:	Thursday, 22 June 2023 at 11:00 a.m.

This Circular is dated 27 April 2023

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

"Integrated Annual Report : Integrated Annual Report of the Company for the financial year ended

2022"				31 December 2022
"Board"		: Board of Directors of KPJ
"Bursa Securities"		: Bursa Malaysia Securities Berhad
"Circular"		: This Circular to Shareholders of KPJ dated 27 April 2023
"Constitution"		: The Constitution of KPJ, as amended from time to time
"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
"LPD"			: 31 March 2023, being the latest practicable date prior to the printing of
				this Circular

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DEFINITIONS (CONT'D)

"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
		number of voting shares, or the aggregate 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 Shareholders'	: Proposed renewal of existing shareholders' mandate for KPJ Group to
Mandate"		enter into recurrent related party transactions of a revenue or trading nature
"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

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	8
	2.4	Nature of RRPT(s) for the Proposed Shareholders' Mandate	9
	2.5	Amount due and owing to KPJ Group by its Related Parties pursuant to the RRPT(s)	10
	2.6	Review Procedures for RRPT(s)	10
	2.7	Statement by the Audit Committee	11
	2.8	Disclosure in Integrated Annual Report	11
3.	RATIONALE AND BENEFITS OF THE PROPOSED SHAREHOLDERS' MANDATE	11
4.	EFFECTS OF THE PROPOSED SHAREHOLDERS' MANDATE	12
5.	APPROVALS REQUIRED	12

6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS 12-13 CONNECTED TO THEM

7.	DIRECTORS' RECOMMENDATION	13
8.	AGM	13-14
9.	FURTHER INFORMATION	14
APPENDIX I - FURTHER INFORMATION	15-17

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KPJ HEALTHCARE BERHAD

(Registration No. 199201015575 (247079-M))

(Incorporated in Malaysia)

Registered Office:

Level 13

Menara KPJ

238, Jalan Tun Razak

50400 Kuala Lumpur

Malaysia

27 April 2023

Board of Directors:
Datuk Md Arif bin Mahmood	(Non-IndependentNon-Executive Chairman)
Dato' Mohd Redza Shah bin Abdul Wahid	(Senior Independent Non-Executive Director)
Mohamed Ridza bin Mohamed Abdulla	(Independent Non-Executive Director)
Khairuddin bin Jaflus	(Independent Non-Executive Director)
Hisham bin Zainal Mokhtar	(Independent Non-Executive Director)
Lee Lai Fan	(Independent Non-Executive Director)
Shamsul Anuar bin Abdul Majid	(Non-IndependentNon-Executive Director)
Rozaini bin Mohd Sani	(Non-IndependentNon-Executive Director)
Prof Dato' Dr Azizi bin Haji Omar	(Non-IndependentNon-Executive Director)
Annie binti Rosle	(Non-IndependentNon-Executive Director)
To: The Shareholders of KPJ
Dear Sir/Madam,

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

1. INTRODUCTION

At the Twenty-Ninth AGM of the Company held on 28 June 2022, 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 were not more favourable to the Related Parties than those generally available to the public and were not detrimental to the minority shareholders, which were 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 Thirtieth ("30th") AGM, unless authority for its renewal is obtained from the shareholders of KPJ.

On 17 February 2023, 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 30th AGM of the Company.

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