Additional Corporate Information 11. Members entitled to attend Only members whose names appear in the General Meeting Record of Depositors on 21 May 2024 shall be entitled to virtually attend, speak and vote at this Fourteenth AGM of the Company or appoint a proxy(ies) on his/her behalf, in accordance with the Administrative Details. EXPLANATORY NOTES ON ORDINARY BUSINESS: 1. Re-election of Director Clause 113(1) of the Company’s Constitution provides that one-third (1/3) of the Directors of the Company for the time being or, if their number is not three (3) or a multiple of three (3), then the number nearest to one-third (1/3), shall retire from office. Clause 120 of the Company’s Constitution provides that the Directors shall have power at any time, and from time to time, to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but the total number of Directors shall not at any time exceed the maximum number fixed in accordance with the Constitution. Any Director so appointed shall hold office only until the next following AGM of the Company and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that meeting. In line with Practice 5.1 of the Malaysian Code on Corporate Governance, the Board through the Nomination and Remuneration Committee had assessed the Directors standing for re-election and after having undergone the fit and proper assessment, the Board was satisfied that the Directors standing for re-election are competent, have contributed effectively to the Board’s deliberations, diligent, committed and have effectively discharged their role as Directors. The Board agreed to recommend the Directors who are standing for re-election to the shareholders for approval at the Fourteenth AGM. The profiles of the Directors seeking re-election are set out in the profile of the Board of Directors as laid out on pages 71 to 77 of the Company’s Annual Report 2023 as well as in the Company’s website at https://www.ihhhealthcare.com/ about-us/our-leadership/board-of-directors. EXPLANATORY NOTES ON SPECIAL BUSINESS: 1. Resolution pursuant to Sections 75 and 76 of the Companies Act 2016 The proposed Ordinary Resolution 8 is a renewal of the general mandate for issuance of shares by the Company under Sections 75 and 76 of the Companies Act 2016 (General Mandate). The General Mandate, if passed, will empower the Directors to issue shares in the Company up to an amount of not exceeding in total ten percent (10%) of the total number of issued shares of the Company for any possible fund raising activities, funding investment project(s), working capital or such purposes as the Directors consider would be in the interest of the Company. The approval is sought to avoid any delay and cost in convening separate general meetings for such issuance of shares. This authority, unless revoked or varied at a general meeting will expire at the next AGM of the Company. The Company had, during its Thirteenth AGM held on 30 May 2023, obtained its shareholders’ approval for the General Mandate. No share was issued pursuant to the General Mandate as at the date of this Notice. 2. P roposed renewal of authority for IHH to purchase its own shares of up to ten percent (10%) of the prevailing total number of issued shares of the Company The proposed Ordinary Resolution 9, if passed, will enable the Company to purchase its own shares through Bursa Securities of up to ten percent (10%) of the prevailing total number of issued shares of the Company. This authority will, unless revoked or varied at a general meeting, expire at the conclusion of the next AGM of the Company. Further information on the Proposed Renewal of Share BuyBack Authority is set out in the Statement to shareholders dated 29 April 2024, which is attached together with the Company’s Annual Report 2023. Notice of Annual General Meeting IHH Healthcare Berhad 260
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