Additional Corporate Information 11. Personal data privacy By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Meeting and/or any adjournment thereof, in accordance with the Administrative Details, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Meeting (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the Purposes), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty. 12. Members entitled to attend Only members whose names appear in the General Meeting Record of Depositors on 21 May 2025 shall be entitled to attend, speak and vote at this Fifteenth 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 Directors 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 roles as Directors. The Board agreed to recommend the Directors who are standing for re-election to the shareholders for approval at the Fifteenth 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 57 to 63 of the Company’s Annual Report 2024 as well as in the Company’s website at https://www.ihhhealthcare.com/about-us/ourleadership/board-of-directors. 2. Directors’ fees and any other benefits (i) Section 230(1) of the Act provides among others that the fees and any benefits payable to the Directors of a listed company and its subsidiaries shall be approved at a general meeting. Clause 121 of the Company’s Constitution provides that the fees of the Directors in any year and any benefits payable to directors including any compensation for loss of employment of a Director or former Director shall from time to time be determined by an ordinary resolution of the Company in general meeting. Premised on the recommendation of the Nomination and Remuneration Committee (NRC), the Board has agreed to recommend Ordinary Resolutions 6 and 7 to the shareholders for approval at the Fifteenth AGM. The individual directors do not participate in decisions regarding their own remuneration package. Notice of Annual General Meeting IHH Healthcare Berhad | Annual Report 2024 248
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