KPJ Healthcare Berhad : Circular to Shareholders on Proposed Renewal of Existing Shareholders Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

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:

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 Twenty-Ninth Annual General Meeting ("29th 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 athttps://tiih.online orhttps://tiih.com.my (Domain registration number with MYNIC: D1A282781) on Tuesday, 28 June 2022 at 10:00 a.m. or any adjournment thereof. The Notice of the 29th AGM together with the Proxy Form are set out in the Integrated Annual Report 2021 of the Company which are available for download from the Company's website together with this Circular athttps://kpj.listedcompany.com/ar.html.

As a shareholder, you are encouraged to go online, participate, and vote at the 29th 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 athttps://tiih.online,not less than forty-eight (48) hours before the time set for holding the 29th AGM as indicated below or any adjournment thereof.

Last date and time for lodging the Proxy Form	:	Sunday, 26 June 2022 at 10:00 a.m.
Date and time of the 29th AGM	:	Tuesday, 28 June 2022 at 10:00 a.m.

This Circular is dated 29 April 2022

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
2021"	31 December 2021
"Board"	:	Board of Directors of KPJ
"Bursa Securities"	:	Bursa Malaysia Securities Berhad
"Circular"	:	This Circular to Shareholders of KPJ dated 29 April 2022
"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"
:	Ordinary share(s) of KPJ
:	Main Market Listing Requirements of Bursa Securities
i

"KPJ "Share(s)"

Share(s)"

"Listing Requirements"

or

DEFINITIONS (CONT'D)

"LPD"

• : 11 April 2022, 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 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' Mandate"

• : Proposed renewal of existing shareholders' mandate for KPJ Group to 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 LPDWords 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 CONTENTSCIRCULAR 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 15-16

APPENDIX II - EXTRACT OF THE NOTICE OF THE TWENTY-NINTH AGM 17-20

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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

29 April 2022

Board of Directors:

Datuk Md Arif bin Mahmood

Dato' Mohd Shukrie bin Mohd Salleh Dato' Mohd Redza Shah bin Abdul Wahid Mohamed Ridza bin Mohamed Abdulla Khairuddin bin Jaflus

(Non-Independent Non-Executive Chairman) (President & Managing Director)

Hisham bin Zainal Mokhtar Lydia Anne Abraham

Prof Dato' Dr Azizi bin Haji Omar Rozaini bin Mohd Sani

Shamsul Anuar bin Abdul Majid Annie binti Rosle

(Senior 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)

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-Eighth AGM of the Company held on 22 June 2021, 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 detrimental to 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-Ninth ("29th") AGM, unless authority for its renewal is obtained from the shareholders of KPJ.

On 18 February 2022, 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 29th AGM of the Company.

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