IHH Healthcare : Minutes of 13th AGM

IHH HEALTHCARE BERHAD Registration No. 201001018208 (901914-V) Minutes of the Thirteenth Annual General Meeting held on 30 May 2023 [cont'd]

1. POLLING AND ADMINISTRATIVE DETAILS
   Ms. Ida Suryati binti Ab Rahim ("the Company Secretary") informed all present that pursuant to Paragraph 8.29A of the Main Market Listing Requirements ("MMLR") of Bursa Malaysia Securities Berhad ("Bursa Securities"), all the resolutions to be tabled at the Meeting shall be voted by poll electronically.
   The Company Secretary explained the poll voting which would be conducted via e-polling using the meeting platform of Boardroom Share Registrars Sdn Bhd ("Boardroom"). SKY Corporate Services Sdn Bhd has been appointed as the Independent Scrutineer for the poll vote.
   By using the Boardroom's virtual meeting platform, the remote participants would be able to:
2. 1. view the live broadcast of the Meeting proceedings;
   2. pose questions to the members of the Board and view all the questions posed by the members / proxies / corporate representatives present virtually; and
   3. submit votes in real-time while the Meeting is in progress.
3. NOTICE OF MEETING
   The Notice convening the Meeting ("the Notice") has been circulated to all shareholders and advertised in The Star in Malaysia and the Singapore Straits Times on 28 April 2023 and was taken as read.
4. PRESENTATION BY GROUP CHIEF OPERATING OFFICER ("GCOO")
   At the invitation of the Chairman, Mr. Sim Heng Joo Joe ("Mr. Joe Sim") presented a snapshot on the following:
5. 1. a review of the Group's operational and financial performance for 2022; and

1. how IHH will continue to execute its corporate strategy to fortify growth with a focus to improve returns to create long-term value for the Company's shareholders.

A copy of the presentation is annexed herein and marked as Appendix I.

6. AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

The Chairman informed the Meeting that the first item on the Agenda was to receive the Audited Financial Statements of the Company for the financial year ended 31 December 2022 together with the Reports of the Directors and of the Auditors thereon ("2022 AFS").

The 2022 AFS, together with the Reports of the Directors and of the Auditors thereon have been circulated to all members within the prescribed period.

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IHH HEALTHCARE BERHAD Registration No. 201001018208 (901914-V) Minutes of the Thirteenth Annual General Meeting held on 30 May 2023 [cont'd]

1. ORDINARY RESOLUTION 1 - RE-ELECTION OF DIRECTOR
   The Chairman informed that Ordinary Resolutions 1 and 2 were in relation to the re- election of Directors who retire pursuant to Clause 113(1) of the Constitution of the Company.
   Pursuant to Clause 113(1) of the Constitution of the Company, Ms. Jill Margaret Watts, is to retire as a Director of the Company and being eligible, has offered herself for re- election.
2. ORDINARY RESOLUTION 2 - RE-ELECTION OF DIRECTOR
   Pursuant to Clause 113(1) of the Constitution of the Company, Dato' Muthanna bin Abdullah is to retire as a Director of the Company and being eligible, has offered himself for re-election.
3. ORDINARY RESOLUTION 3 - RE-ELECTION OF DIRECTOR
   The Chairman informed that Ordinary Resolutions 3, 4 and 5 were in relation to the re- election of Directors who retire pursuant to Clause 120 of the Constitution of the Company.
   Pursuant to Clause 120 of the Constitution of the Company, Mr. Tomo Nagahiro, who was appointed as a Non-IndependentNon-Executive Director ("NINED") of the Company subsequent to the Twelfth Annual General Meeting of the Company held on 31 May 2022 ("12th AGM"), is to retire as a Director of the Company and being eligible, has offered himself for re-election.
4. ORDINARY RESOLUTION 4 - RE-ELECTION OF DIRECTOR
   Pursuant to Clause 120 of the Constitution of the Company, Mr. Lim Tsin-Lin, who was appointed as a NINED of the Company subsequent to the 12th AGM, is to retire as a Director of the Company and being eligible, has offered himself for re-election.
5. ORDINARY RESOLUTION 5 - RE-ELECTION OF DIRECTOR
   Pursuant to Clause 120 of the Constitution of the Company, Mr. Mohd Shahazwan bin Mohd Harris, who was appointed as a NINED of the Company subsequent to the 12th AGM, is to retire as a Director of the Company and being eligible, has offered himself for re-election.

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IHH HEALTHCARE BERHAD Registration No. 201001018208 (901914-V) Minutes of the Thirteenth Annual General Meeting held on 30 May 2023 [cont'd]

1. ORDINARY RESOLUTION 6 - PAYMENT OF DIRECTORS' FEES AND ANY OTHER BENEFITS WITH EFFECT FROM 1 JULY 2023 UNTIL 30 JUNE 2024 TO THE NON-
   EXECUTIVE DIRECTORS OF THE COMPANY BY THE COMPANY
   The Chairman informed that Ordinary Resolution 6 was in relation to the approval of the payment of Directors' fees to the Non-Executive Directors by the Company as per the table appearing under Agenda 4 of the Notice at page 273 of the Company's Annual Report 2022 and any other benefits to the Directors subject to a maximum amount equivalent to RM1,000,000 with effect from 1 July 2023 until 30 June 2024.
   The resolution, if passed, will enable the Company to match the payment and services rendered by the Non-Executive Directors concurrently.
2. ORDINARY RESOLUTION 7 - PAYMENT OF DIRECTORS' FEES AND ANY OTHER BENEFITS TO THE NON-EXECUTIVE DIRECTORS OF THE COMPANY BY THE COMPANY'S SUBSIDIARIES
   The Chairman informed that Ordinary Resolution 7 was in relation to the approval of the payment of Directors' fees as per the tables appearing under Agenda 5 of the Notice at page 274 of the Company's Annual Report 2022 and any other benefits to the Directors of the Company by the Company's subsidiaries subject to a maximum amount equivalent to RM300,000 with effect from the period as stated in the Notice of AGM.
   The resolution, if passed, will enable the Company's subsidiaries to match the payment and services rendered by the Non-Executive Directors concurrently.
3. ORDINARY RESOLUTION 8 - RE-APPOINTMENT OF AUDITORS
   The Meeting was informed that the retiring Auditors, Messrs KPMG PLT, have indicated their willingness to continue in office and the Board of Directors has recommended the re-appointment of Messrs KPMG PLT as Auditors of the Company for the financial year ending 31 December 2023 and to authorise the Directors to fix their remuneration.
4. ORDINARY RESOLUTION 9 - AUTHORITY TO ALLOT SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016
   The Meeting was informed that Ordinary Resolution 9 was to authorise the Directors to issue and allot shares of the Company pursuant to Sections 75 and 76 of the Companies Act 2016. Pursuant to Sections 75 and 76 of the Companies Act 2016, the Directors would have to call for a general meeting to approve the issuance of new shares even though the number of shares involved is less than 10% of the total number of issued shares. In order to avoid any delay and costs involved in convening separate general meetings, it is considered appropriate to seek the shareholders' approval for the Directors to issue shares in the Company up to an aggregate amount not exceeding 10% of the total number of issued shares of the Company for the time being. If approved, this authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next annual general meeting of the Company. The shareholders / proxies / corporate representatives present were referred to the Explanatory Notes on Special Business in the Notice at page 278 of the Company's Annual Report 2022 for the rationale of this resolution.

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IHH HEALTHCARE BERHAD Registration No. 201001018208 (901914-V) Minutes of the Thirteenth Annual General Meeting held on 30 May 2023 [cont'd]

1. ORDINARY RESOLUTION 10 - PROPOSED 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 ("PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY")
   The Meeting was informed that Ordinary Resolution 10 was to seek the shareholders' approval to authorise 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. If approved, this authority will, unless revoked or varied at a general meeting, expire at the conclusion of the next annual general meeting of the Company. The details of the Proposed Renewal of Share Buy-Back Authority are set out in the Statement to Shareholders dated 28 April 2023, which was issued together with the Company's Annual Report 2022.
2. QUESTIONS AND ANSWERS SESSION

Upon tabling all the resolutions, the Chairman proceeded with the Questions & Answers session.

17.1 Minority Shareholders Watch Group ("MSWG")

MSWG had on 22 May 2023 written to the Company seeking clarification/information on several matters covering areas in relation to operational and financial matters as well as corporate governance and sustainability matters of the Group.

All the questions posed by MSWG and the corresponding responses by the Company were read out and displayed on the screen during the Meeting.

The presentation slides on MSWG's questions and the corresponding answers are attached herein and marked as Appendix II.

17.2 Others

The Chairman invited the Management team to address the questions submitted by the shareholders / proxies / corporate representatives through the Boardroom's virtual meeting platform. The questions raised by the shareholders / proxies / corporate representatives which were made visible to all the participants during the Meeting and the corresponding responses were as follows:

1. Ms. Koh Chooi Peng ("Ms. Koh"), a shareholder
2. 1. Ms. Koh highlighted that the Greater China's Loss before Tax has increased further to RM897.6 million in FY2022 which was attributed mainly to the huge depreciation and impairment charges of RM506.5 million (page 218 of the Company's Annual Report 2022). She enquired on the reason(s) for the impairment charges.
      Ms. Koh also sought clarification whether the Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA") for the Greater China segment will turn positive with the disposal of the Gleneagles Chengdu Hospital ("GCD").
      Mr. Joerg Ayrle ("Mr. Ayrle"), the Group Chief Financial Officer ("GCFO"), responded that the Company is constantly evaluating the portfolio in the

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