Careplus Group Berhad

CAREPLUS GROUP BERHAD
(Company No. 896134-D)
(Incorporated in Malaysia)
(Company No. 896134-D)

(Incorporated in Malaysia)
APPENDIX A
APPENDIX A
PROPOSED NEW CONSTITUTION OF
PROPOSED NEW CONSTITUTION OF

This is the Appendix A referred to in Agenda 8 of the Notice of 9th

th
Annual General Meeting (“9th
th
AGM”) of Careplus Group Berhad dated 30 April 2019.
This is the Appendix A referred to in Agenda 8 of the Notice of 9th Annual General Meeting (“9th
AGM”) of Careplus Groupth Berhad dated 30 April 2019.
Date and time of the 9th AGM : Wednesday, 12 June 2019 at 11:00 a.m.
th
Venue of the 9 AGM
th
: D’ Tempat Country Club, Jalan Pusat Dagangan Sendayan 1,
71950 Bandar Sri Sendayan, Negeri Sembilan Darul Khusus
Date and time of the 9th AGM : Wednesday, 12 June 2019 at 11:00 a.m.
Venue of the 9th AGM : D’ Tempat Country Club, Jalan Pusat Dagangan Sendayan 1,
71950 Bandar Sri Sendayan, Negeri Sembilan Darul Khusus
Company Company
No. : 896134-D
Company No.
No. :: 896134-D
896134-D
THE COMPANIES
THE
THE COMPANIES
ACT 2016ACT
COMPANIES ACT 2016
2016
MALAYSIA
MALAYSIA
MALAYSIA
PUBLIC COMPANY
PUBLIC LIMITED LIMITED
PUBLIC COMPANY
COMPANY BY SHARES
LIMITED BY
BY SHARES
SHARES
CONSTITUTION
CONSTITUTION
CONSTITUTION
OF OF
OF
CAREPLUS
CAREPLUS GROUP
GROUP BERHAD
BERHAD
INTERPRETATION
INTERPRETATION
AND DEFINITIONS
INTERPRETATION AND
AND DEFINITIONS
DEFINITIONS
Interpretation
Interpretation
1. In this 1.
Interpretation 1. Constitution
In
In this
this Constitution
the wordsthe
Constitution standing
the words
words in standing
the firstin
standing incolumn
the
the first
firstofcolumn
the table
column of
of the
nexttable
the table next
next
Clause Clause
Clause hereinafterhereinafter
contained contained
shall bear shall
the meanings
bear the meanings
set opposite
setto
opposite
them respectively
to them respectively
hereinafter contained shall bear the meanings set opposite to them respectively
in
in the
in the second the second
column
second column
columnif thereof,
thereof, thereof, ifif not
not inconsistent
not inconsistent with the subject
inconsistent with
with the or subject
the context:or
subject or- context:
context: --
DefinitionsWords
DefinitionsDefinitions Words
Words MeaningsMeanings
Meanings
Act Act
Act … The Companies
…
… The
The Companies
Act 2016 Act
Companies or any
Act 2016
2016statutory
or
or any
any modification,
statutory
statutory modification,
modification,
amendment amendment
or re-enactment
or re-enactment
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the
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the time
the time
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force or any
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other
every other
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other act
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time forbeing
for the time
the time being in
in force.
being in force.
force.
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… All laws,
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All
All laws,
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regulations,
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regulations, rules,
and/or
rules, orders
official
orders and/or
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for the timeforbeing
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in force the
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in force concerning companiescompanies
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and
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or or
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and any other directives or requirements imposed imposed
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by the Securities
by the Securities
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and/or other
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relevant
relevant regulatory
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bodiesauthorities.
and/or
and/or authorities.
authorities.
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person who
who is
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authorised to
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under the Rules.
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or The Board
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time.
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Central Central… Securities
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(Central Depositories)
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known
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by which it may be known from time to time.
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chairman of
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Company Company
… CAREPLUS
Company …
… CAREPLUS
GROUP BERHAD
CAREPLUS GROUP
GROUP BERHAD
(896134-D)
BERHAD (896134-D)
including any
(896134-D) including
including any
any
change of change
name from
of name
time to
from
time.
time to time.
change of name from time to time.
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holder of
of a
a Securities
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by the Central
established by
by the
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1 1
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Company
Company No.
No. :: 896134-D
Company
Company No.
No. :: 896134-D
896134-D
896134-D
Company No. : 896134-D
Deposited
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… A
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security in
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standing to
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credit of
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Directors
Directors PUBLIC
…
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directors for LIMITED
for the
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Exchange/
Exchange/
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…
…
…
Bursa
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CONSTITUTION
Malaysia
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… The
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… The
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includingACE
INTERPRETATION any
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DEFINITIONS that
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be made
made from
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time to
including
to time.
any
time. amendments thereto that may be made from
time
time to to time.
Interpretation 1. In this Constitution time to time.
the words time.standing in the first column of the table next
Clause Market
Market Day
Day
hereinafter …
…
contained Any
Any
shallday
daybearon
on which
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the the
the
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set oppositeof
of the
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them respectively open
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… Any
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on which
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in the second columnfor for
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the
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for
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trading in
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for trading in securities
Definitions Member
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Words …
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Any person/persons
person/persons
Meanings for
for the
the time
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being holding
holding shares
shares in
in the
the
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the time
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for the time being in force.
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names appearappear on on the
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Applicable …
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The registered
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authorities.
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Rules …
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The Rules
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the Central
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or any
any amendment
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or any
any amendment
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Authorised …
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of
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in force.
force.
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under the Rules. the time being in force.
Seal
Seal …
… The Common Seal of the Company
Seal
Seal … The
… The Common
The Common Seal
Common Seal of
Seal of the
of the Company
the Company
Company
Seal
Board or … The Board of Directorsthe
… The Common Seal of Company
of the Company from time to time.
Secretary
Secretary
Board of or
or …
… Any
Any person
person or
or persons
persons appointed
appointed to
to perform
perform the
the duties
duties of
of
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or …
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Any person
person or
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persons appointed
appointed to
to perform
perform the
the duties
duties of
of
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Any
the secretary
person
secretary or of
of the
persons
the Company
appointed
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to
and shall
perform
shall include
the
include a
duties
a joint
of
joint
Secretaries
Secretaries the
the secretary
secretary of
of the
the Company
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and shall
shall include
include a
a joint
joint
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the secretary
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of
temporary the assistant
Company
assistant orand
or deputy
deputy secretary.
shall include
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secretary,
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temporary assistant
assistant or
or deputy secretary.
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… Securities temporary assistant
(Central or deputy
deputy secretary.
Depositories) secretary.
Act 1991, or any
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Any
statutorysecurities
securities as
as
modification, defined
defined in
in
amendment Section
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or 2(1)
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of
re-enactment the
the Capital
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as defined
defined in
in Section
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of the
the Capital
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and being Services
as defined
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in force. Act
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or any
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any ofmodification,
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and Services
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or any
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for the
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in
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or re-enactment
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amendment
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name in
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force.
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account established
established by by thethe Central
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for a
a
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An account
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for the
the
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deposit of of securities
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for the securities
recording by ofthe Depositor.
deposit of securities and for
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dealing in such
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by the
the Depositor.
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Company dealing in
… CAREPLUS in such
such GROUP
securities
securities by
by the
BERHAD
Depositor.
the (896134-D)
Depositor. including any
In
In this
this Constitution,
Constitution, the
the
change following
following
of name shall
shallfrom be
be applied
applied
time to unless
unless
time. the
the context
context requires
requires
In
In this
this Constitution,
Constitution, the
the following
following shall
shall be
be applied
applied unless
unless the
the context
context requires
requires
otherwise:
In this
otherwise:Constitution, the following shall be applied unless the context requires
otherwise:
otherwise:
(a)
DepositorWriting
otherwise:
(a) Writing shall
shall include
… Ainclude printing,
holder printing,
of a Securities photography,
photography, lithography
Account lithography
established and and
by the any
any other
other
Central
(a)
(a) Writing
Writing shall
shall include
include printing,
printing, photography,
photography, lithography
lithography and
and any
any other
other
(a) mode
Writing
mode oror modes
shall
or modes
modes of
include representing
printing,
of representing
representing or
Depository. or reproducing
photography,
or reproducing
reproducing words words
lithography
words in in
in aa visible
and
a visibleanyform;
visible form; other
form;
mode
mode or modes of
of representing or reproducing words in a visible form;
mode or modes of representing or reproducing words in a visible form;
2
2
2
2
2
12
Company
Company No.
No. :: 896134-D
896134-D
(b) Words importing the singular number only shall include the plural number
THE COMPANIES ACT 2016
and vice versa;
MALAYSIA
(c) Words importing persons shall include corporations, companies,
PUBLIC
partnerships, COMPANY
unincorporated LIMITED
bodies BYother
and any SHARES
entity;
(d) CONSTITUTION
Where a word or phrase is defined, its other grammatical forms have a
corresponding meaning;
OF
(e) Words importing a gender include all genders;
(f) A reference to any statute, legislation, regulation, requirement, guideline
or provision thereof is a reference to such statute, legislation, regulation,
requirement,INTERPRETATION
guideline or provision
AND asDEFINITIONS
amended, modified, re-enacted,
supplemented or substituted from time to time;
Interpretation 1. In this Constitution the words standing in the first column of the table next
Clause (g) Headings
hereinafter are for
contained convenience
shall only and set
bear the meanings do not affectto
opposite interpretation; and
them respectively
in the second column thereof, if not inconsistent with the subject or context: -
Expressions (h) Subject as aforesaid, any words or expressions defined in the Act shall,
in Act
Definitions Wordsexcept whereMeanings
the subject or context forbids, bear the same meanings in
defined to this Constitution.
bear same Act … The Companies Act 2016 or any statutory modification,
meaning in
amendment or re-enactment thereof for the time being in
Constitution
force or any and every other act for the time being in force.
BUSINESS
Applicable … All laws, bye-laws, regulations, rules, orders and/or official
Public 2. Laws
The name of the directions
Company for is the time being in
CAREPLUS force affecting
GROUP BERHAD the Company
and was
Company and its on
incorporated in Malaysia subsidiaries,
30 Marchincluding
2010. Thebut not limited tooffice
registered the Act,
of the
Listing in
Company shall be situated Requirements
Malaysia. and every other law for the time being
in force concerning companies and affecting the Company
Liability of 3. and anylimited
The Company is a company other directives or requirements
by shares and the liability ofimposed on the
the Members is
Members limited. Company by the Securities Commission and/or other
relevant regulatory bodies and/or authorities.
Objects 4. Subject to the provisions of the Act, this Constitution and any other written law,
Authorised
the … A person who is authorised to act as nominee as specified
Company has:-
Nominee under the Rules.
(a) Full capacity to carry on or undertake any business or activity, do any act
Board or
or enter into
… anyThetransaction;
Board of Directors
and of the Company from time to time.
Board of
Directors
(b) For the purposes of Clause 4(a) above, full rights, powers and privileges.
Central … Securities Industry (Central Depositories) Act 1991, or any

Depositories SHARE statutory
CAPITAL modification, amendment
AND VARIATION OF or re-enactment thereof
RIGHTS
Act for the time being in force.
Class of 5. The shares in the original or any increased capital may be divided into several
shares and classes
Central and there may be
… Bursa attached
Malaysia thereto Sdn.
Depository respectively any preferential,
Bhd. or such other name
alteration of deferred
Depository or other special rights, privileges, conditions
by which it may be known from time to time. or restrictions as to
share dividends, capital, voting or otherwise. The Company shall have the power to
increase or reduce the capital, to consolidate or subdivide the shares into shares
capital Chairman … The chairman of the Board of Directors.
of larger or smaller amounts and to issue all or any part of the original or any
additional capital as fully paid or partly paid shares, and with any special or
Company …or CAREPLUS
preferential rights privileges, or GROUP
subject toBERHAD
any special(896134-D) including and
terms or conditions any
either with or without any special designation, and also from time to time to alter,
modify, commute, abrogate or deal with any such privileges, terms, conditions
or designations…
Depositor in accordance
A holder of awith the regulations
Securities for the timebybeing
Account established of the
the Central
Company. Depository.
3
3
1
Company
Company No.
No. :: 896134-D
896134-D
Allotment of 6. Without prejudice to any special rights previously conferred on the holders of
shares any existing shares or class of shares and subject to the provisions of this
MALAYSIA
Constitution, the Act, any Applicable Laws, and to the provisions of any
resolution of the Company, the Board may issue, allot or otherwise dispose of
such shares toPUBLIC COMPANY
such persons LIMITED
at such price, BY terms
on such SHARES and conditions, with
such preferred, deferred or other special rights and subject to such restrictions
and at such times as the BoardCONSTITUTION
may determine but the Board in making any
issue of shares shall comply with the following conditions:-
OF
(i) in the case of shares, other than ordinary shares, no special rights shall
be attached until the same have been expressed in this Constitution and
in the resolutionCAREPLUS GROUP BERHAD
creating the same;
(ii) no shares shall be issued which shall have the effect of transferring a
INTERPRETATION
controlling interest in the Company AND without
DEFINITIONS
the prior approval of the
Members in general meetings;
Clause (iii) no Director
hereinafter shall
contained participate
shall bear theinmeanings
a schemeset that involves
opposite toathem
newrespectively
issuance of
shares column
in the second or otherthereof,
convertible
if notsecurities to employees
inconsistent unlessorthe
with the subject Members
context: -
in a general meeting have approved the specific allotment to be made to
Definitions Wordssuch Director;Meanings
(iv)
Act except in…theThecaseCompanies
of an issueAct of 2016
Securities
or any on statutory
a pro-ratamodification,
basis to all
Members, placements undertaken in compliance
amendment or re-enactment thereof for the time being with the Listing
in
Requirementsforce
or issuance pursuant to a dividend reinvestment
or any and every other act for the time being in force. scheme,
there shall be no issue of Securities to a Director, major shareholder, chief
executive or person connected with any Director, major shareholder or
Applicable … All laws,
chief executive bye-laws,
(hereinafter regulations,
referred to as rules, orders and/or
the “interested official
Director",
Laws "interested major
directions for the time being in force affecting
shareholder", "interested chief executive" or the Company
and its connected
"interested person subsidiaries,with
including but notmajor
a Director, limitedshareholder
to the Act, the or
chief executive" respectively)
Listing Requirementsunlessandthe members
every other lawin for
general
the timemeeting
being
have approved of theconcerning
in force specific allotment
companies to be
andmade to such
affecting aforesaid
the Company
interested Director,
and any interested majororshareholder,
other directives requirements interested
imposed onchief the
executive orCompany
interestedbyperson connectedCommission
the Securities with a Director,
and/or major
other
shareholder or chief executive,
relevant regulatoryas the case
bodies and/ormay be. In this Constitution,
authorities.
"major shareholder", "chief executive" and "person connected with any
Director, major shareholder or chief executive" shall have the meaning
Authorised
ascribed … A person
thereto who is Requirements;
in the Listing authorised to act andas nominee as specified
(v) in the case of shares offered to the public or under a prospectus that is
Board or … under
registered The Board of Directors
the Capital Marketsof theand
Company from Act
Services time 2007
to time.for
subscription, the amount payable on application on each share shall not
Board of
be less than five per centum (5%) of the offer price of the share.
Directors
Rights of 7. Central
Subject to the …
Act Securities Industry
and the Listing (Central Depositories)
Requirements, Act 1991,
any preference sharesor may
any
preference Depositories
with the sanction ofstatutory modification,
an ordinary amendment
resolution, be issuedoronre-enactment thereof
the terms that they
shareholders Act for the
are, or at the option timeCompany
of the being in force.
are liable, to be redeemed and the
Company shall not issue preference shares ranking in priority above
Central … Bursa
preference shares alreadyMalaysia
issued, Depository
but may issueSdn.preference
Bhd. or such otherranking
shares name
Depository by which it shareholders
equally therewith. Preference may be knownshallfromhave:
time to time.
Chairman
(i) … rights
the same The chairman of shareholders
as ordinary the Board of Directors.
as regards receiving notices,
reports and audited accounts and attending general meetings of the
CompanyCompany;
… and
CAREPLUS GROUP BERHAD (896134-D) including any
Depositor … A holder of a Securities Account established by the Central

Depository.
4
41
(ii) the right to vote at any meeting convened for the purpose of reducing
the capital of the Company or on a proposal to wind up or during the
MALAYSIA
winding up of the Company, or sanctioning a sale of the whole of the
Company's undertaking, property or business, or where any resolution
PUBLICtoCOMPANY
to be submitted the meeting LIMITED BY SHARES
directly affects their rights and privileges,
or when the dividend on the preference shares or part of the dividend
CONSTITUTION
is in arrears for more than six (6) months.
Repayment 8. OF
Notwithstanding Clause 10, the repayment of preference share capital (other
of than redeemable preference shares), or any alteration of preference
preference shareholder's rights may be made: GROUP BERHAD
CAREPLUS
capital
(i) with the sanction of a special resolution of the preference shareholders
concerned;INTERPRETATION
or AND DEFINITIONS
Interpretation 1. In(ii)this Constitution

where the necessary majority for
the words standing such
in the firsta column
special of
resolution
the tableunder
next
Clause Clause 8 (i) is not obtained at the meeting, consent in writing
hereinafter contained shall bear the meanings set opposite to them respectively obtained
from the
in the second holders
column of seventy-five
thereof, per centum
if not inconsistent with the (75%) of the
subject preference
or context: -
shares concerned within two (2) months of the meeting, shall be as valid
Definitions Words and effectual as a special resolution carried at the meeting.
Meanings
Variation of 9. Subject to Section

Act … 91 Theof the Act, if at any
Companies Act time
2016the or share capital ismodification,
any statutory divided into
class rights different classes of shares,
amendment or re-enactment thereof for the timeotherwise
the rights attached to any class (unless being in
provided by the terms of issue
force or anyofand
the every
sharesother
of thatactclass)
for themay,
timewhether
being inor not
force.
the Company is being wound up, be varied with:
(i)
Laws the consent in writing of
directions forthe
the holders
time being of not less affecting
in force than seventy-five
the Company per
centum (75%) of the total voting rights of the shareholders in
and its subsidiaries, including but not limited to the Act, the that class;
or Listing Requirements and every other law for the time being
(ii) with the sanction
and anyof a other
special resolution
directives or passed at a separate
requirements imposedgeneral
on the
meeting of the holders ofby
Company the the
shares of the class.
Securities To every such
Commission and/orseparate
other
general meeting, the regulatory
relevant provisions bodies
of this and/or
Constitution relating to general
authorities.
meetings shall mutatis mutandis apply, but so that the necessary
quorum
Authorised shallAbe
… at least
person whotwo (2) persons
is authorised holding
to act or representing
as nominee by
as specified
Nominee proxy at least one-third of
under the Rules. the number of the issued shares of the class
excluding any shares of that class held as treasury shares and that any
Board orholder of… shares
TheofBoard
the class present of
of Directors in the
person or by proxy
Company may to
from time demand
time.
Board ofa poll and shall be entitled on a poll to one vote for every such share held
by him. For adjourned meetings, quorum is one (1) person present
Directors
holding shares of such class. To every such special resolution, the
Central provisions… of Securities
Section 292 of the (Central
Industry Act shallDepositories)
with such adaptations
Act 1991, as or are
any
necessary, apply.
Depositories statutory modification, amendment or re-enactment thereof
Ranking of 10. The rights conferred

Central upon Malaysia
… Bursa the holders of the shares
Depository of any
Sdn. Bhd. orclass
such issued with
other name
class rights preferred
Depository or other rights shall not, unless otherwise expressly
by which it may be known from time to time. provided by the
terms of issue of the shares of that class, be deemed to be varied by the creation
or issue of further
Chairman …shares ranking asofregards
The chairman participation
the Board in the profits or assets
of Directors.
of the Company in some or in all respects pari passu therewith.
Company … CAREPLUS GROUP BERHAD (896134-D) including any

Depository.
5
5
1
Commission 11.
11. The Company (or the Board on behalf of the Company) may exercise the powers
on
conferred by Section 80 of the Act of applying its shares or capital moneys, either
MALAYSIA
subscription directly or indirectly, in paying commissions to persons subscribing or procuring
of shares subscriptions for shares of the Company, or agreeing so to do whether absolutely
or conditionally,PUBLIC
providedCOMPANY LIMITED
that the rate, BY SHARES
percentage or the amount of the
commission paid or agreed to be paid and the number of shares which a person
has agreed for a commissionCONSTITUTION
to subscribe shall be disclosed in the manner
required by the Act and the amount of commission paid or agreed to be paid shall
not exceed ten per centum (10%) of OF the price at which the shares in respect
whereof the commission is paid are issued or an amount equivalent thereto,
whichever is lesser. The Company (orGROUP
CAREPLUS the Board on behalf of the Company) may
BERHAD
also on any issue of the shares pay such brokerage as may be lawful.
Interest on 12.
12. Where any shares INTERPRETATION AND DEFINITIONS
are issued for the purpose of raising money to defray the
share expenses of the construction of any works or buildings or the provision of any
capital
Interpretation 1. plant
In thiswhich cannot be
Constitution themade profitable
words forina long
standing period,
the first the Company
column maynext
of the table pay
during
Clause interest or returns on the amount of such share capital as is for the
hereinafter contained shall bear the meanings set opposite to them respectively time being
construction paid
in theup subject
second to thethereof,
column conditions and
if not restrictions
inconsistent mentioned
with in Section
the subject 130- of
or context:
the Act, and may charge the same to share capital as part of the cost of the
Definitions works, buildings or plant.
Words Meanings
Trust not to 13.

13. Except only as …
Act otherwise expressly provide
The Companies Act 2016by this Constitution
or any statutoryormodification,
as required
be by law or as provided amendment or re-enactment thereof for the timeRules,
under the Central Depositories Act and the being or in
recognized pursuant to any order by court, no person (other than Bursa
force or any and every other act for the time being in force. Malaysia
Depository Nominees Sdn Bhd) shall be recognized by the Company as holding
any share upon…any
Applicable Alltrust,
laws, and the Company
bye-laws, regulations,shall not orders
rules, be bound and/or by official
or be
compelled in any way
Laws to recognize
directions (even
for the time when
being having
in force notice the
affecting thereof)
Company any
equitable, contingent, future or partial interest in any share or any
and its subsidiaries, including but not limited to the Act, theunit of share
or any other right in respect of any shares except
Listing Requirements an absolute
and every other lawright to the
for the time entirety
being
thereof in the registered holder.
and any other directives or requirements imposed on the
ISSUE
Company OF SECURITIES / CERTIFICATES
by the Securities Commission and/or other
Issue of 14. All new issues of Securities for which listing is sought on the Exchange shall be
new by way of crediting
Authorised … the Securities
A person who Accounts of the
is authorised to allottees or entitled
act as nominee persons
as specified
Securities held with
Nominee the Central Depository
under the Rules. with such securities, save and except where
the Company is specifically exempted from compliance with Section 38 of the
CentralorDepositories
Board … The Act, in which
Board event itofshall
of Directors similarly be
the Company fromexempted
time to time.from
compliance
Board of with this provision. For this purpose, the Company shall notify the
Central Depository of the names of the allottees or entitled persons together
Directors
with all such particulars as may be required by the Central Depository to enable
the Central Depository
Central … Securities to make the (Central
Industry appropriate entries inAct
Depositories) the Securities
1991, or any
Accounts of
Depositories such allottees or entitled persons.
statutory modification, amendment or re-enactment thereof
Crediting of 15. The Company shall not cause or authorise its registrar to cause the Securities
Securities Accounts of the …
Central allottees
Bursa toMalaysia
be credited with additional
Depository Securities
Sdn. Bhd. or suchuntilother
it hasname
filed
Accounts with the
DepositoryExchange a listing application for such new
by which it may be known from time to time.issue of Securities and has
been notified by the Exchange that such new Securities have been approved in
principle for listing.
Chairman … The chairman of the Board of Directors.
Allotment Subject to the Act,

16. Company … the Central Depositories
CAREPLUS Act, the Listing
GROUP BERHAD Requirements,
(896134-D) the
including any
and Rules and Clause 15, the Company shall issue and allot securities and
despatch of despatch notices of allotment to the allottees and make an application for
notices of quotation of such securities within such period as prescribed under the Listing
Depositor
Requirements. … A holder of a Securities Account established by the Central
allotment Depository.
6
61
Company
Company No.
No. :: 896134-D
896134-D
Certificates 17. (a) Subject to the Act, theCOMPANIES

THE Company shallACTnot be required to issue a share
2016
certificate unless an application by a shareholder for a certificate relating
MALAYSIA
to the Member’s shares in the Company has been received or provided
under this Constitution.
PUBLIC COMPANY LIMITED BY SHARES
(b) Notwithstanding Clause 17(a) and the Act, the Company may issue jumbo
certificates (as defined CONSTITUTION
in the Central Depositories Act) or such other
denominations of certificates in favour of the Central Depository or its
nominee company, as nominee OF for the Directors, and no certificate shall
be issued in respect of the Deposited Security in favour of the Depositors
or their transferees except where
CAREPLUS GROUPthe Deposited
BERHAD Security is withdrawn
from the Depository.
(c) Every certificate shall be issued under

INTERPRETATION ANDthe Share Seal or Seal in such form
DEFINITIONS
as the Board shall from time to time prescribe and shall bear the facsimile
Interpretation 1. In thissignature of at the
Constitution leastwords
one Director
standingand
in athe
second Directoroforthe
first column the table
Secretary
next
Clause or some other person appointed by the Board, and shall in
hereinafter contained shall bear the meanings set opposite to them respectivelycompliance
in the with Section
second column98 of the Actif stating:-
thereof, not inconsistent with the subject or context: -
Definitions (i)
Words the name of the Company;
Meanings
Act (ii) the

… class
TheofCompanies
shares heldAct
by that
2016person;
or anyand statutory modification,
(iii) the number of any
force or shares
andheld byother
every that person.
act for the time being in force.
(d) Subject to…

Applicable the All
provisions of the Act,
laws, bye-laws, the Central
regulations, Depositories
rules, Act and
orders and/or the
official
Laws Rules, if any certificate
directionsshall betime
for the mutilated,
being in defaced, worn out,
force affecting thedestroyed,
Company
lost or stolen, itand
mayitsatsubsidiaries,
the discretion of the Directors
including be renewed
but not limited to the onAct,such
the
evidence beingListing
produced and a letter of indemnity (if required)
Requirements and every other law for the time being being given
by the shareholder,
in forceholder of Securities,
concerning companies transferee, person
and affecting theentitled
Company to
such mutilated,and defaced, worn out, destroyed, lost or stolen
any other directives or requirements imposed on the certificate or
Company or by itsthenominee
Securities company,
Commissionpurchaserand/ormember
other
company of the Exchange
relevant for orbodies
regulatory on behalf
and/orofauthorities.
its/their clients as the
Directors shall require, and in the case of mutilation, defacement or
wearing out
Authorised … on surrender
A person who is of authorised
such mutilated,
to act asdefaced
nomineeorasworn out
specified
certificate,
Nominee and in any case
under the Rules. on payment of such sum as the Directors may
determine but not exceeding Ringgit Malaysia Fifty (RM50.00) per
Boardcertificate
or …or such
Theother
Boardsum as may from
of Directors of thetime to time from
Company be imposed
time to by the
time.
BoardExchange
of plus the amount of the proper duty with which each such
certificate is chargeable under any law for the time being in force relating
Directors
to stamps. In the case of the destruction, loss or theft of a certificate a
shareholder,
Central … holder of Securities
Securities Industryor(Central
person entitled to whom
Depositories) Actsuch renewed
1991, or any
certificate
Depositories is given shall also bear the loss and pay
statutory modification, amendment or re-enactment thereofthe Company all
Act expenses incidental for thetotime
the being
investigations
in force. by the Company of the evidence
of such destruction loss or theft.
Central … Bursa Malaysia Depository Sdn. Bhd. or such other name
Depository by which it may be known from time to time.


Depository.
7
71
Company
Company No.
No. :: 896134-D
896134-D
LIEN ACT 2016

THE COMPANIES
MALAYSIA
Company’s 18.
The Company shall have a first and paramount lien on every share (not being
lien on a fully paid up share) and any divided payment on the share for all money due
shares PUBLIC
and unpaid in respect COMPANY
of that share andLIMITED
the Company BY SHARES
shall be entitled to charge
interest thereon, not higher than the overdraft rate charged for the time being
by the Company’s principal bankers CONSTITUTION
or such other rate as the Directors may
determine and the Company shall also have a first and paramount lien on every
share (other than a fully paid share) registeredOF in the name of a Member or a
deceased Member for such amounts as the Company may be called upon by
law to pay and has paid in respect ofGROUP
CAREPLUS that share. The Company's lien, if any, on
BERHAD
a share and dividends from time to time declared in respect of such share shall
be restricted to unpaid calls and instalments upon the specific shares in respect
of which such moneys are due and unpaid,
INTERPRETATION AND orDEFINITIONS
if the shares were acquired under
an employee share options scheme, amounts which are owed to the Company
Interpretation 1. Inforthis
acquiring them. The
Constitution theDirectors may at any
words standing timefirst
in the declare
columnany share
of thetotable
be wholly
next
Clause or in part exempt from the provisions of this Constitution.
Lien may be 19. The Company may sell, in such manner as the Directors think fit, any shares on
enforced
Definitionsby which the CompanyMeanings
Words has a lien, but no sale shall be made unless a sum in
sale of respect of which the lien exists is presently payable and until the expiration of
shares fourteen (14) days
Act … after
The aCompanies
notice in writing,
Act 2016 stating or and
any demanding payment of
such part of the amount amendment or re-enactment thereof for the timepresently
in respect of which the lien exists as is being in
payable, has been given forceto orthe
anyregistered
and everyholder
other for actthe
for time being
the time of the
being inshare,
force.
or the person entitled thereto by reason of his death or bankruptcy.
Directors 20. Laws
To give effect to any such sale,
directions for the time
Directors
beingmay authorise
in force some
affecting person to
the Company
may effect transfer the sharesand solditstosubsidiaries, including but not limited to theshall
the purchaser thereof. The purchaser be
Act, the
transfer registered as the holder of the shares comprised in any such
Listing Requirements and every other law for the time being transfer and he
shall not be bound toinsee to the application of the purchase
force concerning companies and affecting the Company money nor shall his
title to the shares beandaffected by any
any other irregularity
directives or or invalidity in the
requirements proceedings
imposed on the
in reference to the sale and thebyremedy
Company of the holder
the Securities of such share
Commission or ofother
and/or any
person claiming under or through
relevant him in
regulatory respect
bodies and/orof any alleged irregularity or
authorities.
invalidity, shall be against the Company.
Authorised … A person who is authorised to act as nominee as specified
Application 21. Nominee
The proceeds of the sale the
under after payment of the amount of interest and costs
Rules.
of proceeds relating to the sale, shall be received by the Company and applied in payment
of sale of such part of the amount in respect of which the lien exists as is presently
Board or … The Board of Directors of the Company from time to time.
payable and the residue, if any, shall be paid to the person entitled to the shares
Board of
at the date of the sale or his executors, administrators or assignees or as he
Directors
directs.

Depositories statutoryCALLS ON SHARES
modification, amendment or re-enactment thereof
Directors 22. The Directors may from time to time make calls upon the Members in respect
may make of any money unpaid
Central … Bursa on their shares
Malaysia and not Sdn.
Depository by the conditions
Bhd. or such of allotment
other name
calls thereof made payable at fixed times, provided that no calls shall exceed one-
fourth (1/4) of the issued price of the share or be payable at less than thirty (30)
days from the date fixed for the payment of the last preceding call, and each
Chairman … The
Member shall (subject tochairman
receiving of
at the Board
least of Directors.
fourteen (14) days' notice specifying
the date, time and place of payment) pay to the Company, the amount called
Company
on his shares. … CAREPLUS
A call GROUP or
may be revoked BERHAD
postponed(896134-D) including may
as the Directors any
determine. change of name from time to time.

Depository.
8
81
Company
Company No.
No. :: 896134-D
896134-D
Effective 23. A call shall be deemedTHEto have been made ACT

COMPANIES at the2016
time when the resolution of
date of call the Directors authorising the call was passed and may be required to be paid
MALAYSIA
by instalments. No shareholder shall be entitled to receive any dividend or to
exercise any privilege as a Member, until he shall have paid all calls for the time
being due and PUBLIC
payable onCOMPANY
every shareLIMITED BY SHARES
held by him, together with interest and
expenses (if any).
Interest on 24.
CONSTITUTION
If a sum called in respect of shares is not paid before or on the day appointed
unpaid calls for payment thereof, the person from whom the sum is due, shall pay interest
on the sum from the day appointed for OFpayment thereof to the time of actual
payment at such rate not exceeding eight per cent (8%) per annum as the
Directors may determine, but the Directors
CAREPLUS GROUP shall be at liberty to waive payment
BERHAD
of the interest, wholly or in part.
When calls 25. Any sum which by the terms of issue of a share is payable on allotment or any
deemed fixed date, shall forINTERPRETATION
the purposes of thisAND DEFINITIONS
Constitution be deemed to have been
made duly called for and shall be payable on the date on which by the terms of issue
Interpretation 1. Inthethis Constitution
shares becomes thepayable,
words standing in the
and in case of first column of all
non-payment, thethe
table next
relevant
Clause hereinafter contained
provisions of shall bear
this Constitution asthe meaningsofset
to payment opposite
interest and to them respectively
expenses, forfeiture
orthe
in otherwise, shall apply
second column as if ifthe
thereof, notsum had become
inconsistent with payable by or
the subject virtue of a call
context: -
duly made and notified.
Definitions Words Meanings
Difference 26. The Directors may, on the issue of shares, differentiate between the holders as
in calls to the amount of
Act …calls
Theto be paid and the
Companies Act times
2016 oforpayment of suchmodification,
any statutory calls.
Capital paid The Directors may, ifamendment

27. they think fit,orreceive
re-enactment
from anythereof
Member forwilling
the time being in
to advance
in advance payment, all or any part of the money uncalled and unpaid upon any in
force or any and every other act for the time being force.
shares
of calls held by him, and upon all or any part of the money so advanced being received
Applicable
by the Directors …theAllCompany
laws, bye-laws,
may pay regulations,
interest atrules,
such orders
rate not and/or official
exceeding
(unless the Company
Laws in general
directions formeeting
the timeshall
beingotherwise direct) eight
in force affecting per cent
the Company
(8%) per annum asand may be agreed upon
its subsidiaries, between
including but notthelimited
Directors
to theand
Act,the
the
Member paying the Listing
sum inRequirements
advance, fromand theevery
date other
of receipt of the advance
law for the time being
payment up to the date such
in force payment companies
concerning on the shares andisaffecting
called and the becomes
Company
payable by membersand of the Company. Such capital paid on
any other directives or requirements imposed shares in advance
on the
of calls shall not, whilst carrying interest, confer a right to participate in profits.
Company by the Securities Commission
Except in liquidation, capital paid in advance of calls shall not, until the same and/or other
would but for such advance have become payable, be treated as paid up on
the shares in respect of which they have been paid.
Information 28. Nominee
(a) The Company undermay thebyRules.
notice in writing, require any Member of the
on Company, within such reasonable time as is specified in the notice: -
shareholding Board or … The Board of Directors of the Company from time to time.
Board of(i) to inform the Company whether he holds any voting shares in
Directors the Company as beneficial owner or Authorised Nominee; and
Central (ii) if…he holds

Securities
themIndustry (Central
as Authorised Depositories)
Nominee, Act 1991,
to indicate so faror
asany
he
Depositories statutory modification, amendment or re-enactment
can, the person for whom he holds them by name and other thereof
Act for thesufficient
particulars time beingto in force. that person to be identified and
enable
the nature of his interest.
Depository
(b) The Company by which
may itbymay be known
notice from time
in writing to time.
require a Member of the
Company to inform it, within such reasonable time as is specified in the
Chairman … The any
notice, whether chairman
of the of the Board
voting rights of Directors.
carried by any voting shares in
the Company held by him, are the subject of any agreement or
Company … CAREPLUS
arrangement under which GROUP
another BERHAD
person (896134-D)
is entitled toincluding
control any
his
exercise of those rights and, if so, to give particulars of the agreement
or arrangement and the parties to it.
Depository.
9
91
Company
Company No.
No. ::: 896134-D
896134-D
Company
Company No.
No. : 896134-D
896134-D
TRANSFER
TRANSFER OF
OF SECURITIES
SECURITIES
TRANSFER
THE OF SECURITIES
COMPANIES ACT 2016
Transfer
Transfer in
in 29.
29. Subject
Subject to this
to this Constitution,
Constitution, the Central
MALAYSIA
the Central Depositories
Depositories Act
Act and the Rules, any
Transfer
writing in 29. Subject
Membertomaythis transfer
Constitution,
all orthe
anyCentral
of his Depositories Act and
and
Securities (except the Rules,
the
those Rules, any
any
Deposited
writing
writing Member
Member may
may transfer
transfer all
all or any
ortime of
of his
anybeing Securities
hisdesignated
Securitiesas(except
(except those
those Deposited
Deposited
Securities
Securities which
which are
PUBLIC
are for
for the
COMPANY
the time beingLIMITED BY
designated securities
SHARES
as securities in
in suspense)
suspense)
Securities
by which
instrument in are for
writing the
in time
the being
form designated
prescribed as
and securities
approved in
by suspense)
the Stock
by
by instrument
instrument in
in writing
writing in
in the
the form
form prescribed
prescribed and
and approved
approved by
by the
the Stock
Stock
Exchange. The
Exchange. The instrument
instrument shall
shall have
have been
been executed
executed byby or
or on
on behalf
behalf of
of the
the
Exchange. Thetheinstrument CONSTITUTION
shall have been executed by or the
on behalf of the
transferor
transferor and
and the transferee and the transferor shall remain holder of the
transferor
Securities and the transferee
transferee
transferred until
and
the
the
the transferor
andtransfer
transferor
is
shall
shall remain
registeredremain
and
the holder
the name
the
of
of the
holder of the
the
Securities transferred until the transfer is registered and the name of the
Securities
transferee transferred
is entered inuntil
the the
Record ofOF
transfer is registered
Depositors. and the name of the
transferee is entered in the Record of Depositors.
transferee is entered in the Record of Depositors.
Transfer
Transfer of
of 30.
30. The
The transfer
transfer of
of any
any CAREPLUS
Deposited
Deposited GROUP
Securities
Securities BERHAD
shall
shall be
be made
made by
by way
way of
of book
book entry
entry
Transfer of
Securities 30. The
by transfer
the Centralof any Deposited
Depository in Securities
accordance shall
with be
the made
Rules by
and,way of book entry
notwithstanding
Securities
Securities by
by the Central
Depository in accordance
inofaccordance with
with the Rules
the Rules and, notwithstanding
and, notwithstanding
Sections
Sections 105,
105, 106
106 and
and 110
110 of the
the Act,
Act, but
but subject
subject to
to subsection
subsection 148(2)
148(2) of
of the
Sections
Act and 105,
any 106 and 110 of
INTERPRETATION
exemption that the
may Act,
be but
AND
made subject to
DEFINITIONS
from subsection
compliance 148(2)
with of the
the
subsection
Act
Act and
and any
any exemption
exemption that
that may
may be
be made
made from
from compliance
compliance with
with subsection
subsection
148(1)
148(1) of of the
the Act,
Act, the
the Company
Company shall
shall be precluded from registering and
Interpretation 1. In148(1) ofany
thetransfer
this Constitution
effecting Act,the
theof Company
words
such shallinbe
standing
Securities. betheprecluded
precluded
first column
from
fromofregistering
registering and
and
the table next
effecting
effecting any
any transfer
transfer of
of such
such Securities.
Securities.
Clause hereinafter contained shall bear the meanings set opposite to them respectively
No
No restriction
restriction 31. inSubject
31.
the second
Subject to
column
to the
the thereof,
Central
Central
if not inconsistent
Depositories
Depositories and with
Act and
Act the the
the
subject
Rules,
Rules,
or shall
there
there
context:
shall be -no
be no
No
on restriction
the 31. Subject
restrictiontoonthe
the Central
transfer Depositories
of fully paid Act and
Securities the
exceptRules,
where there shall
required belaw.
by no
on
on the
the restriction
restriction on
on the
the transfer
transfer of
of fully
fully paid
paid Securities
Securities except
except where
where required
required by
by law.
law.
Definitions
transfer of Words Meanings
transfer
transfer of
of
fully
fully paid
paid
fully paid
Securities Act … The Companies Act 2016 or any statutory modification,
Securities
Securities amendment or re-enactment thereof for the time being in
Refusal to
Refusal to 32.
32. (a)
(a) The Centralforce
The Central or any and
Depository
Depository
every
may,
may, in other
in
act for the
its absolute
its absolute time beingrefuse
discretion,
discretion,
in force.
refuse to
to
Refusal
register to 32. (a) The Central
register any Depository
transfer of may,
Deposited in its absolute
Security that discretion,
does not refuse
comply to
with
register
register register
register any
any transfer
transfer of
of Deposited
Deposited Security
Security that
that does
does not
not comply
comply with
with
Applicable the … All laws,
Central Depositories bye-laws,
Act regulations, rules, orders and/or official
the
the Central Depositories
Central directions
Depositories Act and/or
and/or thethe Rules.
the Rules.
Laws for Act
the and/or
time being Rules.
in force affecting the Company
Indemnity
Indemnity (b)
(b) Neither
Neither the
the and its subsidiaries,
Company nor the including
Directors nor but
any notof limited
its to the
officers Act,
shall the
incur
Indemnity
against (b) Neither
any the Company
liability Company
Listing
in respect
nor
nor
Requirements
of
the
any
Directors
the transfer
Directors
and
nor
nor
every
of
any
any
other
Deposited
of its
of law officers
itsSecurity
officers
for the
shall incur
shallbeing
time incur
apparently
against
against any
any liability
liability in respect
in force
respect of
of any
anyand transfer
transfer of
of Deposited
Deposited Security
Security apparently
apparently
wrongful
wrongful made
made by
by in
sufficient
sufficient concerning
parties
parties and companies
registered
registered and
by
by affecting
the
the Central
Central the Company
Depository,
Depository,
wrongful
transfer made
although by sufficient
theandsameany parties
other
may, byand registered
directives
reason or
of any by the
requirements
fraud Central
or imposed
other Depository,
causeon notthe
not
transfer
transfer although
although the
the same
same may,
may, by
by reason
reason of
of any
any fraud
fraud or
or other
other cause
cause not
known to
known to theCompany
the Company
Company or by the
or the Securities
the Directors
Directors or Commission
or other
other officers and/or
officers be other
be legally
legally
known
inoperative to theor Company
relevant or pass
regulatory
insufficient to thebodies
Directors
the and/or
property or authorities.
other
in the officers beSecurity
Deposited legally
inoperative
inoperative or insufficient
orprofessed
insufficient to pass
tobepass the property
the property in
in the Deposited
the Deposited Security
Security
proposed
proposed or
or professed to
to be transferred,
transferred, and
and although
although transferred,
transferred, be
be
Authorisedproposed
liable to… be orA professed
setperson
aside, who
andto be
is transferred,
authorised
notwithstanding to and
act
that although
as
the nominee
Company transferred,
as specified
may havebe
liable
liable to
to be
be set
set aside,
aside, and
and notwithstanding
notwithstanding that
that the
the Company
Company may
may have
have
Nomineenotice
notice that
that under the Rules. of transfer
such instrument was signed or executed and
notice
delivered thatbysuch
such
the
instrument
instrumentin of
transferor of
blank
transfer
transfer
as to
was
was
the
signed
signed
name of
or
or
the
executed
executed
transferee
and
andor
delivered
delivered by
by the
the transferor
transferor in
in blank
blank as
as to
to the
the name
name of
of the
the transferee
transferee or
or
Board orthe
the particulars
…
particularsThe of
Board
of the
the shares
of Directors
shares transferred,
of the
transferred, or
Company
or otherwise
from
otherwise in
time
in defective
to time.
defective
the
Board of manner. particulars of the shares transferred, or otherwise in defective
manner. And And
And in
in every
every
every such
such case,
such case,
the
the person
person registered
registered as
as transferee,
transferee,
Directorsmanner.
his
his executors,
executors,
inadministrators
administrators
case,
and
and
the person alone
assignees
assignees
registered
alone shall
shall
as
be
be
transferee,
entitled
entitled to
to
his
be executors,
recognised administrators
as the holder and of assignees
such alone
Deposited shall be
Security entitled
and to
the
be
be recognised
recognised as
as the
the holder
holder of
of such
such Deposited
Deposited Security
Security and
and the
the
previous
Central previous holder
…holder shall, so
Securities so far as
Industry as (Central
the Company
Company is concerned,
Depositories) be deemed
Act 1991, or any
previous
to have holder shall,
have transferred
transferred shall,his
far
sowhole
far astitlethe Company is
thethereto. is concerned,
concerned, be be deemed
deemed
Depositories
to statutoryhis modification,
whole title amendment or re-enactment thereof
thereto.
to have transferred his whole title thereto.
Suspension
Suspension 33.
33. Subject
Subject to
to the provisions of the Act, the Depositories Act, the Rules and the
Suspension
of 33. Subject
Listing to the
the provisions
Requirements,provisions the
of
of the
the Act,
Act, the
registration the
of
Depositories
Depositories
transfers may
Act,
Act,
be
the
the Rules
Rules and
suspended and
at
the
the
such
of Central
Listing …
Requirements, Bursa the Malaysia
registration Depository
of transfers Sdn. mayBhd. be or such
suspended other at name
such
of
registration Listing
times Requirements,
and for such the
periods registration of transfers may be suspended at such
registration
registration Depository
times
times and
and for such by
such
forALWAYS whichas
periods
periods as
the
it may
as the
the
Directors
be knownmay
Directors
Directors fromfrom
may
may timetime
from
from to time.
time
time
to
to time determine
to time
time determine
determine
PROVIDED
PROVIDED ALWAYS that
that such
such registration
registration shall
shall not
not be
be suspended
suspended for
for more
PROVIDED
than thirty (30)ALWAYS
days in that
any such
year. registration
At least ten shall
(10) not
clear be suspended
Market Days' for more
noticemore (or
than
than thirty
Chairman
thirty (30)
(30) …days
days in
The
in any year.
chairman
any year. At
Atofleast
the Board
least ten
ten (10)
(10) clear
of Directors.
clear Market
Market Days'
Days' notice
notice (or
(or
such
such other
other period
period as
as may
may from
from time
time to
to time
time be
be prescribed
prescribed by
by Bursa
Bursa Securities)
Securities)
such
prior other
to suchperiod
closureas may
shall from
be time to
published time inbea prescribed
daily by
newspaper Bursa Securities)
circulating in
prior
Company
prior to
to such
such closure
… CAREPLUS
closure shall
shall be
be published
GROUP BERHAD
published in
in a
a daily
daily newspaper
(896134-D)
newspaper circulating
including
circulating anyin
in
Malaysia and
Malaysia and shall
shallchange
also be
also beofgiven
given
name tofrom
to Bursa
Bursatime Securities.
Securities.
to time. The said
The said notice
notice shall
shall
Malaysia
state the and
the period shall
period and also
and purpose be
purpose or given to
or purposes
purposes ofBursa Securities.
of such
such closure. The The said
The Company notice
Company shall shall
shall
state
state the period and purpose orthepurposes of suchofclosure.
closure. The Company shall
give
give notice
notice
Depositor in
in accordance
accordance
… A holder with
with
of a the requirements
requirements
Securities of the
the Rules
Rules to
to
Account established by the Central the
the Depository
Depository
give notice the
to prepare
prepare in accordance
appropriate with
Recordthe requirements
Depositors.of the Rules to the Depository
of Depositors.
to the appropriate
Depository. Record
to prepare the appropriate Record of Depositors. of
10
10
10
10
1
Company
Company No.
No. :: 896134-D
896134-D
Closing of 34. The Register and/or Record of Depositors may

THE COMPANIES ACTbe closed for such periods as
2016
Register the Directors may from time to time determine PROVIDED ALWAYS that it
MALAYSIA
shall not be closed for more than thirty (30) days in any year. Any notice of
intention to close the Register and/or Record of Depositors and the reason
therefor shall PUBLIC
be given COMPANY
to the Stock LIMITED
Exchange,BY SHARES
such closure of the Register
and/or Register of Depositors shall be at least ten (10) Market Days (or such
other period as prescribed byCONSTITUTION
the Exchange from time to time) after the date of
notification to the Stock Exchange. The said notice shall state the books
closing date and purpose or purposes OFfor which the Register and/or Record of
Depositors is being closed. In this respect, the Company shall request the
Central Depository, in accordance with the Rules, to prepare the appropriate
Record of Depositors.
Renunciation 35. Subject to the provisions of this Constitution, the Directors may recognise a
INTERPRETATION AND DEFINITIONS
renunciation of any share by the allottee thereof in favour of some other
person.
in the second column thereof, if not inconsistent
TRANSMISSION with the subject or context: -
OF SHARES
36. Words Meanings

Definitions
Death of In the case of the death of a Member:-
Member
Act
(a) where the … deceased
The Companies
was a sole Act 2016
or onlyor surviving
any statutoryholder,modification,
the legal
amendment
personal representatives; and or re-enactment thereof for the time being in
(b) where the deceased was a joint holder, the survivor(s),
Laws directions
shall be the only person for the timeby
(s) recognized being in force affecting
the Company as having theany
Company
title to
the deceased Member’s and itsinterest
subsidiaries, including but
in the Securities but not limited
nothing to the
herein Act, the
contained
Listing
shall release the estate ofRequirements
a deceased joint andholder
every from
otherany
law liability
for the time being
in respect
in force concerning companies and
of any share which had been jointly held by him with other persons. affecting the Company
Share of 37. Any person becoming Company
entitledbytothe Securities
a share Commission
in consequence of and/or
the death other
or
deceased relevant regulatory bodies and/or authorities.
bankruptcy of a Member may, upon such evidence being produced as may
or bankrupt from time to time properly be required by the Central Depository and subject
Member Authorised
as hereinafter … A person
provided, electwho is authorised
either to act as
to be registered nominee
himself as specified
as holder of the
Nominee
share or to have some underperson
the Rules.
nominated by him registered as the transferee
thereof, but the Central Depository shall in either case, have the same right to
Board or or suspend
decline … The Board ofasDirectors
registration they would of the
have Company
had in the from
casetime
of atotransfer
time.
Board
of theofshare by that Member before his death or bankruptcy provided always,
Directors
that subject to the Rules, a transfer of the shares may be carried out by the
person becoming so entitled.
Notice of 38. Depositories
If any person so becoming entitled elects
statutory modification, to be registered
amendment himself, he
or re-enactment shall
thereof
election notify the Central for
Act Depository
the time in writing
being in accordance with the Rules. If he
in force.
elects to have another person registered, he shall testify his election by
executing to that
Central … person
Bursa aMalaysia
transfer Depository
of the shareSdn. in accordance
Bhd. or such withother
the Rules.
name
All the limitations, restrictions
Depository by which it and
mayprovisions
be known of thistime
from Constitution
to time. relating to the
right to transfer and the registration of transfers of shares shall be applicable
to any such notice
Chairman … Theor transfer
chairman as aforesaid
of the Boardas ifofthe death or bankruptcy of the
Directors.
Member had not occurred and the notice or transfer were a transfer signed by
that Member. … CAREPLUS GROUP BERHAD (896134-D) including any
Company

Depository.
11
11
1
Company
Company No. :: 896134-D
Company No.
No. : 896134-D
896134-D
Person
Person 39.
39. Where
Where the
the registered
registered holder
holder of
of any
any share
share dies
dies or
or becomes
becomes bankrupt,
bankrupt, his
his personal
personal
entitled may representative THE COMPANIES ACT 2016
entitled may representative or the assignee of his estate, as the case may be, shall, upon
or the assignee of his estate, as the case may be, shall, upon the
the
receive production MALAYSIA
receive production of of such
such evidence
evidence as as may
may from
from time
time to
to time
time be
be properly
properly required
required by
by
dividends
dividends the
the Directors
Directors in in that
that behalf,
behalf, be
be entitled
entitled to
to the
the same
same dividends
dividends and
and other
other
etc
etc advantages
advantages and PUBLIC
and to theCOMPANY
to the same rightsLIMITED
same rights (whether BY
(whether in SHARES
in relation
relation to
to meetings
meetings of
of the
the
Company or
Company or to to voting
voting oror otherwise)
otherwise) asas the
the registered
registered holder
holder would
would have
have been
been
entitled
entitled to
to ifif he
he had
had not
not died
died or become
CONSTITUTION
or bankrupt.
become bankrupt.
Transmission
Transmission 40.
40. Where:-
Where:- OF
of
of securities
securities
(a)
(a) the
the Securities
Securities of
of the
the Company
CAREPLUS Company
GROUPare
are listed
listed
BERHAD on
on another
another stock
stock exchange;
exchange;
and
and
(b)
(b) the
the Company
Company is
is exempted
exempted from
INTERPRETATION ANDcompliance
from compliance
DEFINITIONS with
with Section
Section 14 14 ofof the
the
Central Depositories Act or Section 29 of the Securities Industry
Central Depositories Act or Section 29 of the Securities Industry (Central (Central
Interpretation 1. Depositories)
Depositories)
In this Constitution (Amendment)
the (Amendment)
words standing Actin1998,
Act 1998, as the
as
the first the case of
case
column may
may be,
thebe, under
under
table nextthe
the
Clause Rules
hereinafterRules in respect
in respect
contained of
shall of such
such
bear Securities,
theSecurities,
meanings set opposite to them respectively
the
the Company
Company shall,
shall, upon
upon request
request ofof a
a Securities
Securities holder,
holder, permit
permit a a transmission
transmission
Definitions of Securities held by
by such Securities holder from the register of
of Securities held Meanings
Words such Securities holder from the register of holders
holders
maintained
maintained by the registrar of the Company in the jurisdiction of the other stock
by the registrar of the Company in the jurisdiction of the other stock
exchange,
exchange,
Act to
to the
the register
register of
of holders
holders maintained
maintained by
by the
the registrar
registrar
… The Companies Act 2016 or any statutory modification, of
of the
the Company
Company
in
in Malaysia
Malaysia andand vice
vice versa
versa provided
amendment provided that
that there
or re-enactment shall
shall be
therethereof be no
no change
for the change
time being in
in the
the
in
ownership of such Securities.
ownership of such Securities.

Laws FORFEITURE
directions for the timeOF
FORFEITURE OF SHARES
SHARES
being in force affecting the Company
and its subsidiaries, including but not limited to the Act, the
Notice
Notice 41.
41. If
If any
any Member
Member fails to
to pay
failsListing any
any call
call or
or instalment
payRequirements instalment
and every of a
a call
of other on
calllaw the
on for day
thethe appointed
daytime
appointed
being
requiring
requiring for payment thereof,
for payment thereof, the
in the Directors
Directors
force may, at any
may,companies
concerning time
at any timeand thereafter
thereafter
affectingduring
during such time
such
the Companytime
payment
payment as any part of the
as any part of the and call or
call any instalment
or instalment remains
remains
other directives unpaid,
or unpaid, serve a notice
serve imposed
requirements on
a notice on him
on the
him
requiring payment of
requiring payment Company so much
of so muchby of the call
of the call or instalment
or instalment
Securities as is unpaid,
as is unpaid,
Commission together
and/ortogether
other
with
with any
any interest orrelevant
interest or compensation
compensation which
which
regulatory may have
may
bodies have accrued.
and/oraccrued.
authorities.
Particulars
Particulars 42. The
The notice
notice under
42. Authorised under… Clause
Clause
A person 41
41 must
must
who is state:-
state:-
authorised to act as nominee as specified
of
of notice
notice Nominee under the Rules.
(a)
(a) a
a date (not earlier
date (not earlier than
than thethe expiration
expiration of of fourteen
fourteen (14)(14) days
days from
from the
the date
date
of service
Board orof service of
… ofThethe notice)
the notice)
Board of on or before
onDirectors which
or beforeofwhich the payment
the payment
the Company required
fromrequired by
by the
time to time. the
notice is to be
Board ofnotice is to be made; made;
Directors
(b)
(b) the
the manner
manner by by which
which the the said
said payment
payment is is to
to be
be made;
made; and and
(c)
(c) in
in the
Depositories the event of
of non-payment
eventstatutory non-payment
modification, at or
or before
before the
at amendment the date
date soso specified
or re-enactment thereofin
specified in
Act paragraph
paragraph (a), (a), the
forthe shares
the shares
time beingin respect
in respect of
of which the call was made is
in force. which the call was made is liable
liable
to be
to be forfeited.
forfeited.
Forfeiture
Forfeiture 43. Depository
43. If the
If the requirements
requirementsby of which
of any such
any such
it maynotice
notice as aforesaid
as
be known aforesaid
from timeare to
are not
not complied with,
complied
time. with, anyany
share in respect of which the notice has been given may
share in respect of which the notice has been given may at any time thereafter, at any time thereafter,
before
before the
Chairman the payment
payment
… The required
required
chairman by
by the
the
of thenotice
notice
Board has
has of been
been made,
made, be
Directors. be forfeited
forfeited by by a a
resolution of the Directors to that effect. Such forfeiture
resolution of the Directors to that effect. Such forfeiture of shares shall includeof shares shall include
all dividends declared
all dividends
Company declared
… CAREPLUS in respect
in respectGROUP of the
of the forfeited
forfeited
BERHAD shares
shares and not
and
(896134-D) notincluding
actually any
actually paid
paid
before the forfeiture.
before the forfeiture. A notice
A notice
change of forfeiture
of forfeiture
of name from timeshall
shall be sent to the Member
be sent to the Member within
to time. within
fourteen (14)
fourteen (14) days
days ofof the
the forfeiture
forfeiture and and anan entry
entry ofof such
such notice
notice having
having been
been
given and of
given and of the
Depositor the forfeiture
… forfeiture
A holderwith with the
of athe date thereof,
date thereof,
Securities Account shall
shall forthwith
forthwith be
established be
by themade
made in
in the
Central the
Register or the
Register or the RecordRecord of Depositors as appropriate, opposite
of Depositors as appropriate, opposite to the shares.
Depository. to the shares.
12
12
12
1
Company
Company No.
No. : 896134-D
896134-D
Directors
Directors 44.
44. A
A forfeited share may be sold or otherwise disposed of on such terms and in
Directors 44. A forfeited
forfeited share
share may
may be be sold
sold or
or otherwise
otherwise disposed
disposed ofof on
on such
such terms
terms and
and inin
may
may sell
may sell
sell
such manner
such manner
such manner as
as the
as the
THE COMPANIES
Directors
the Directors
think
Directors think
fit,
think fit,
ACT
and
fit, and
and at
2016
at any
at any
time
any time
before
time before
a
before a
sale
a sale
or
sale or
or
shares
shares or
or disposition,
disposition, the
the forfeiture
forfeiture may
may beMALAYSIA
cancelled on such terms as the Directors think
shares
cancel or disposition,
fit. Notice ofthe forfeiture
sale or may be
disposal be cancelled
cancelled
shall be sent
on
on
to
such
such
the
terms
holder
as
terms of the
as the Directors
the shares
Directors think
think
sold or
cancel
cancel fit.
fit. Notice
Notice of
of sale
sale or
or disposal
disposal shall
shall be sent to the holder of the shares sold or
be sent to the holder of the shares sold or
forfeiture disposed of within
PUBLICfourteen (14)
COMPANY days of the date of sale or disposal.
forfeiture
forfeiture disposed
disposed of of within
within fourteen
fourteen (14) daysLIMITED
(14) days of
of the dateBY
the date of SHARES
of sale
sale or
or disposal.
disposal.
Liability
Liability of 45. A person whose shares have been forfeited shall cease to be a Member in
Liability of
of 45.
45. A
A person
person whosewhose sharesshares have have been
been forfeited
CONSTITUTION forfeited shall shall cease cease to to bebe a a Member
Member in in
Member
Member in in respect
respect of of the forfeited shares, but shall, notwithstanding, remain liable to pay
Member in respect of the
the forfeited
forfeited shares, shares, but but shall,
shall, notwithstanding,
notwithstanding, remain remain liable liable to to pay
pay
respect
respect of
of to
to the
the Company
Company all
all money
money which,
which, at
at the
the date
date of forfeiture, was payable by him
respect
forfeited of to
to the Company
the Company in allrespect
money of which,
the atOF
shares date of
the(together of forfeiture,
forfeiture,
with interest
was
wasorpayable
payable
compensation
by
by him
him
forfeited
forfeited to
to the
the Company
Company in
in respect
respect of the
of the shares
shares (together(together with with interest
interest or or compensation
compensation
shares
shares at
at the
the rate of eight per centum (8%) per annum from the date of forfeiture on the
shares at the rate
money rate
for
of
of
the
eight
eight
time
per
per centum
centum
CAREPLUS
being unpaid
(8%)
(8%) if
per annum
per Directors
GROUP
the annum from
from
BERHAD think
the
thefitdate
date
to
of
of forfeiture
enforceforfeiture
payment
on
on the
the
of
money
money for for the
the time
time beingbeing unpaidunpaid ifif the the Directors
Directors think think fitfit toto enforce
enforce payment payment of of
such
such interest or compensation), but his
his liability shall cease if and when the
such interest
interest or or compensation),
compensation), but but his liability
liability shallshall ceasecease ifif and and when when the the
Company
Company receives payment in full of all such money in respect of the shares.
Company receives payment
payment in
receivesINTERPRETATION in full
full of of all
all
AND
such
such money
money in
DEFINITIONS in respect
respect of of the
the shares.
shares.
Notwithstanding,
Notwithstanding, the
the Directors
Directors may
may waive
waive payment
payment wholly
wholly or
or in
in part
part or
or enforce
enforce
Notwithstanding,
payment without the
any Directors
allowance may for waive
the payment
value of wholly
the or in part
shares at or enforce
the time
payment
payment without
without any
any allowance
allowance for
for the
the value
value of
of the shares at the time of of
Interpretation 1. Inforfeiture
this Constitution
or for any the words standing
consideration received in theon column of the tabletime
the
first disposal.
their shares at the nextof
forfeiture
forfeiture or or for any consideration
for any consideration received on their disposal.
Clause hereinafter contained shall bear the received meaningsonset their disposal.
opposite to them respectively
Evidence of 46. inAthe second column
statutory declaration thereof,
declaration in writing if not inconsistent
writing that the the declarant is with the subject
is a Director
Director or or the
context: -
Secretary
Evidence
Evidence ofof 46.
46. A
A statutory
statutory declaration in in writing thatthat the declarantdeclarant is a a Director or or the
the Secretary
Secretary
forfeiture
forfeiture of
of the
the Company
Company and and that that a a share
share in in thethe Company
Company has has been been duly duly forfeited
forfeited on on a a
forfeiture
Definitions of
Words the Company and that
Meanings a share in the Company has been duly forfeited on a
date
date stated
stated in
in the declaration shall be conclusive evidence of the facts therein
date
stated stated
as in the
againstthe alldeclaration
declaration
persons
shall
shall be
claiming be to conclusive
conclusive
be entitled
evidence
evidence
to the
of
of the
share. the facts
facts therein
therein
stated
stated as
as against
against all
all persons
persons claiming
claiming to
to be
be entitled
entitled to
to the
the share.
share.
Act … The Companies Act 2016 or any statutory modification,
Proceeds of 47. The Company may amendment
receive the orconsideration,
re-enactment ifthereof for thefortime being in
Proceeds
Proceeds of
of 47.
47. The
The Company
Company may may receive
receive the
theand consideration,
consideration, ifif any,
any,
any,
given
given
given for
for
any
any forfeited
anyinforfeited
forfeited
sale share on on any sale force
sale or disposition or any
disposition thereof and every other act
and authorise some for the time
some person to being force.
to execute
sale
sale share
share on any any sale or or disposition thereof thereof and authorise authorise some person person to execute execute
a transfer
a transfer
transfer of of the
of the share
the share
share in in favour
in favour
favour of of
of the the person
the person
person to to whom
to whom
whom the the share
share is
the share is sold
sold or or
a
Applicable … heAllshall laws,thereupon
bye-laws,be regulations, rules, orders and/or is sold
official or
disposed
disposed of
of and
and he shall thereupon be registered
registered as
as the
the holder
holder of
of the
the share,
share,
disposed
Laws
and he of and
shall not he
be shall
directions
bound thereupon
tofor
seethetotime be
the registered
being in force
application asofthe holder
affecting
the purchasethe of Company
themoneyshare, ifif
and
and he
he shall
shall not
not be
be bound
bound to
to see
see to
to the
the application
application of
of the
the purchase
purchase money
any, nor shall his andtoitsthe
title subsidiaries,
share be including
affected by but
any not limited toorthe
irregularity Act, theinif
money
invalidity
any,
any, nor
nor shall
shall his
hisintitle
title to
to the
the share
share be
be affected
affected by
by any any irregularity
irregularity or invalidity
or time
invalidity in
in
the proceedings Listing
reference Requirements
to the and every
forfeiture, sale other
or law for
disposal of the
the share. being
Any
the proceedings
the proceedings in in in reference
reference to
to the
the forfeiture,
forfeiture, sale
sale or
or disposal
disposal of
of the
the share.
share. Any
Any
residue of the proceeds force of concerning
sale of companies
shares which and are affecting
forfeited theand Companysold or
residue
residue of of the
the proceeds
proceeds of sale
ofother of
of shares
sale directives sharesorwhich which are
are forfeited
forfeited and
and on sold
sold or
disposed of, after and
the any
satisfaction of the unpaid requirements
calls or imposed
instalments payable theor
at
disposed
disposed of, of, after
after thethe satisfaction
satisfaction of
of thethe unpaid
unpaid callscalls or
or instalments
instalments payable
payable at
fixed times and Company
accrued by the
interest and Securities
expenses, Commission
shall be paid and/or
to the otherat
person
fixed
fixed times
times and and accrued
accrued interest
interest and
and expenses,
expenses, shall
shall be
be paid
paid to
to the
the person
person
entitled to the shares relevant regulatory
immediately before bodies and/or authorities.
the forfeiture
forfeiture thereof or his his executors,
entitled
entitled to
to the
the shares
shares immediately
immediately before
before the
the forfeiture thereof
thereof or or his executors,
executors,
administrators
administrators or
or assignees
assignees or
or as
as he
he directs.
directs.
administrators
Authorised or assignees or as he directs.
… A person who is authorised to act as nominee as specified
Non- 48. Nominee
The provisions
provisions of this under
this the Rules.as to forfeiture shall apply in the case of non-
Constitution
Non-
Non- 48.
48. The
The provisions of of this Constitution
Constitution as as to to forfeiture
forfeiture shall shall apply
apply in in the
the casecase of of non-
non-
payment
payment ofof payment
payment of of any
of any sum
any sum which,
sum which,
which, by by the
by the terms
the terms
terms of of issue
of issue
issue of of
of a a share,
a share, becomes
share, becomes
becomes payable payable
payable
payment of payment
Board or time,…as The
any
any sum at a fixed if theBoard sameofhad Directors
been payable of the Company by virtue from
of a time
call duly to time.made
any sum
sum at
at a
Board a fixed
fixed
of
time,
time, asas ifif the
the samesame had had been been payablepayable by by virtue
virtue of of a a call
call dulyduly mademade
pursuant
pursuant to
to and
and notified.
notified.
pursuant
the issue to
of and notified.
Directors
the
the issue
issue of
of
a
a share
share
a share Central … Securities Industry (Central Depositories) Act 1991, or any
Depositories statutory modification,
CONVERSION
CONVERSION OF
OF SHARES
SHARESamendment
INTO or re-enactment thereof
INTO STOCK
STOCK
Act CONVERSION
for the time beingOF in SHARES
force. INTO STOCK
Conversion 49. The
The Company
Company may
may by
by ordinary
ordinary resolution
resolution passed
passed at
at a
a general meeting of the
Conversion
Conversion
by ordinary
49.
49. The
CentralCompany
Company convert
… may anybypaid
Bursa ordinary
up resolution
shares
Malaysia into passed
stock
Depository or
Sdn. a general
atBhd.general
re-convertor any
such
meeting
meeting
stock
other
of
into
name
the
ofpaid
the
by
by ordinary
ordinary Company
Company convert
convert any
any paid
paid up
up shares
shares into
into stock
stock or
or re-convert
re-convert any
any stock
stock into
into paid
paid
up shares of
Depository
up any number.
number.
resolution
resolution
resolution up shares
shares of of any
any number.
Transfer
Transfer of 50. Subject
Subject to
to Clause
Clause 49, the holders of the stock may transfer the same or any part
Transfer of
of 50.
50. Chairman
Subject tothe … 49,
Clause Thethe
49, the holders
chairman
holders of
of the
the stock
the Board
oftransfer
stock may transfer
of Directors.
may transfer the
the same
same or
or any
any part
part
stock thereof
thereof in
in the same
same manner
manner as
as the
the transfer of
of shares
shares from
from which
which the
the stock
stock arose
arose
stock
stock thereof
might, in the
prior to same manner as
conversion, have the transfer
been of shares
transferred or from which the
be transferredstock
transferred as arose
as near
near
might,
might, prior
Company prior to
to…conversion,
CAREPLUS
conversion, have
have been
been transferred
GROUP BERHAD
transferred or
or be
(896134-D)
be including
transferred as any
near
thereto
thereto as
as circumstances permit; provided always that the Directors may from
thereto as circumstances
circumstances permit;
permit; provided
provided always
always that
that the
the Directors
Directors may
may from
from
time
time to
time to time
to time fix
time fix thechange
fix the
the
minimum
minimum
minimum
of name
amount
amount
amount
fromof
oftime
of
to time.
stock
stock
stock
transferable
transferable provided
transferable provided that
provided that the
that the
the
minimum
minimum amount
amount of of stock
stock transferable
transferable shall
shall not
not be
be greater
greater than
than the
the issue
issue price
price
minimum
of the amount
shares … from of stock transferable shall not be greater than the issue price
Depositor
of the Awhich
holderthe
of astock arose,Account
Securities and restrict or forbid
established bythe
thetransfer
Centralof
of the shares
shares
fractions of that
from
from which
which the
minimum. the stock
stock arose,
arose, and
and restrict
restrict or
or forbid
forbid the
the transfer
transfer of
of
fractions of that Depository.
minimum.
fractions of that minimum.
13
13
13
13
1
Company
CompanyNo.
No.:: 896134-D
896134-D
Rights of 51. The holders of stock shall, according to the amount of the stock held by them
have the same rights, THE COMPANIES
privileges ACT 2016with regards dividends,
and advantages
stock
MALAYSIA
participation in assets on a winding up, voting at meetings of the Company and
holders
other matters as if they held the shares from which the stock arose, so that none
of such right, privilege
PUBLICorCOMPANY
advantage (except
LIMITED participation
BY SHARES in the dividends and
profits of the Company and in the assets on winding up) shall be conferred by
an amount of the stock which would not, if existing in shares, have conferred
CONSTITUTION
such right, privilege or advantage.
Definition 52. OF
All such provisions in this Constitution as are applicable to paid-up shares shall
apply to stock and the words “share" and “shareholder" shall include “stock" and
"stockholder" respectively.
INTERPRETATION
INCREASE AND DEFINITIONS
OF CAPITAL
Interpretation
Power to 1.
53. InThethisCompany
Constitution
may thefromwords
time to standing in the all
time, whether first
thecolumn
sharesof forthe
thetable next
time being
Clause
increase hereinafter
issued shall contained
have been shall bear
fully the meanings
called setordinary
up or not, by oppositeresolution
to them respectively
increase its
capital inshare
the second
capital column thereof, and
by the creation if notissue
inconsistent with thesuch
of new shares, subject
newor context:
capital to beof
such amount and to be divided into shares of such respective amounts and to
Definitions Words
carry such rights orMeanings
to be subject to such conditions or restrictions in regard to
dividend, return of capital or otherwise as the Company by the resolution
Act
authorising such … increase
The Companies
may direct.Act 2016 or any statutory modification,
Offer of new 54. Subject to any direction force toor the
any contrary
and every other
that mayact befor the time
given being
by the in force.in
Company
Shares general meeting, any new shares or other convertible Securities from time to
time to be created
Applicable … shall, before
All laws, they are
bye-laws, issued, berules,
regulations, offered to such
orders persons
and/or as
official
at the date of the directions
Laws offer are entitled to receive
for the time being innotices from thethe
force affecting Company
Companyof
general meetings inand proportion, as nearly
its subsidiaries, as thebut
including circumstances
not limited toadmit,
the Act, tothe
the
amount of the existing shares or Securities to which they are entitled. The offer
shall be made by notice specifying the number of shares or Securities offered,
limiting a time within in force
whichconcerning
the offer, companies
if not accepted,and affecting the Company
will be deemed to be
and any other directives or requirements imposed
declined, and, after the expiration of that time, or on the receipt of any intimation on the
from the person to whom Company by is
the offer the Securities
made Commission
that he declines and/or
to accept other
the shares
or Securities offered, relevant
the regulatory
Directors bodies and/or authorities.
may dispose of those shares and/or
Securities in such manner as they think most beneficial to the Company. The
Directors may …
Authorised likewise so dispose
A person who isof any new to
authorised shares
act asand/or
nominee Securities which
as specified
(by
Nominee reason of the ratio which
under the Rules.the new shares or Securities bear to shares or
Securities held by persons entitled to any offer of new shares or Securities)
cannot, in the opinion of the Directors be conveniently offered under this
Constitution. Notwithstanding the above, the Directors shall not be required to
Board of
offer any new ordinary shares for the time being unissued and not allotted and
Directors
any new shares or other convertible securities from time to time to be created
to the holders of the existing shares where the said shares or securities are to
Central … Securities
be issued as consideration or Industry (Central Depositories)
part consideration Act 1991,
for the acquisition or anyor
of shares
assets by the Company.
Ranking of 55. Except so far as otherwise provided by the conditions of issue, any capital raised
new shares by the creation…
Central of new
Bursashares shall Depository
Malaysia be considered Sdn.asBhd.
partorof such
the original share
other name
capital
Depository of the Company, and shall be subject to
by which it may be known from time to time. the same provisions with
reference to the payment of calls, lien, transfer, transmission, forfeiture and
otherwise as the
Chairman … original share capital.
The chairman of the Board of Directors.


Depository.
14
14
1
Company
Company No.
No. : 896134-D
Company
Company No. ::: 896134-D
896134-D
Company No.
No. : 896134-D
896134-D
ALTERATION
ALTERATION OF
OF CAPITAL
ALTERATION
ALTERATION OF CAPITAL
CAPITAL
ALTERATION OF OF CAPITAL
CAPITAL
Power to 56. Subject to the provisions THE of COMPANIES
this Constitution ACTand 2016the Act, the Company may by
Power
Power to
to 56.
56. Subject
Subject to
to the
the provisions
provisions of
of this Constitution
Constitution and
this MALAYSIA and the the Act,
Act, the the Company
Company may
may by
by
Power
alter
Power
alter to
capital
to
capital 56.
56. Subject
special
Subject to the
resolution:
to the provisions
provisions of
of this
this Constitution
Constitution and
and the
the Act,
Act, the
the Company
Company may
may by
by
Power
alter to
capital special
special resolution:
resolution:
alter
alter capital
capital special resolution:
alter capital special resolution:
(i)
(i) PUBLIC
consolidate
consolidate and
andCOMPANY
divide
divide all
all LIMITED
or
or any
any of
of BYshare
its
its SHARES
share capital
capital into
into shares
shares of
of
(i)
(i) consolidate
consolidate and
and divide
divide all
all or
or any
any of
of its
its share
share capital
capital into
into shares
shares of
of
(i) larger
larger
consolidate amount
amount andthan
than its
its
divide existing
existing
all or shares;
shares;
any of its share capital into shares of
larger
larger amount
amount than
than its
its existing
existing shares;
shares;
(ii)
(ii) subdivide
larger amount
subdivide its its share
than
its share capital
CONSTITUTION
its
share capital existing
capital or or any
or any part
shares;
any part thereof
part thereof
thereof into into shares
into shares
shares of of smaller
of smaller
smaller
(ii)
(ii) subdivide
subdivide its share capital or any part thereof into shares of smaller
(ii) amounts
subdivide by
its subdivision
share capital of its
or existing
any part shares
thereof orintoany of
shares them subject
amounts
amounts by
amounts
by subdivision
by subdivision
subdivision of of
of itsits existing
its existing shares
existing shares
shares or or
or anyany
any of of them smaller
them
of them of subject
subject
subject
nevertheless
amounts
nevertheless by to
to the
subdivision
the provisions
provisionsof its
OF of
of the
existing
the Act;
shares
Act; or any of them subject
nevertheless to the provisions
nevertheless to the provisions of the Act; of the Act;
nevertheless to the provisions of the Act;
(iii)
(iii) convert
convert and/or
and/or re-classify
re-classify any
any class
class of
of shares
shares into
into any
any other
other class
class of
of
(iii)
(iii) convert
convert CAREPLUS
and/or
and/or re-classify
re-classify GROUP
any
any class
class BERHAD
of
of shares
shares into
into any
any other
other class
class of
of
(iii) shares;
shares;
convert or
or
and/or re-classify any class of shares into any other class of
shares;
shares; or
or
shares; or
(iv)
(iv) cancel
cancel shares which at the date of the passing of the resolution in that
(iv)
(iv) cancel shares
cancel shares
which
which at
INTERPRETATION
shares which at the
at the date
the AND
date
date
of
of the
of the
the
passing
passing of
DEFINITIONS
passing of the
of the resolution
the resolution in
resolution
in that
in
that
that
(iv) behalf
cancel
behalf have
shares
have not
not been
which
been at taken
the
taken or
date
or agreed
of the
agreed to
passing
to be
be taken
of
taken the by
by any
resolution
any person
person in or
that
or
behalf
behalf have have
havebeen not been
not been
been taken
taken or agreed
ordiminish
agreed the to be
to be
be taken
taken of by any
byitsany
any person
person or
or
Interpretation 1. which
behalf
which
In this Constitution have
have the not
been
words forfeited
forfeited taken
standing and
and or agreed
diminish
in the to
the
first amount
taken
amount
column by
of
of its
the share
person
share
table capital
or
capital
next
which
which have
have been
been forfeited
forfeited and
and diminish
diminish the
the amount
amount of
of its
its share
share capital
capital
Clause hereinafterby by
whichthe
the
contained amount
amount
have been
shall of
of the
the shares
shares
forfeited and so
so cancelled.
cancelled.
diminish the amount of its respectively
share capital
by
by the
the amount
amount ofbear
of the the meanings
the shares
shares so set opposite
so cancelled.
cancelled. to them
by the amount of the shares so cancelled.
Power
Power to
to 57.
57. The
The Company
Company may
may by
by special
special resolution,
resolution, reduce
reduce its
its share
share capital
capital in
in any
any manner
manner
Power
Power to
to 57.
57. The
The Company
Company may
may by
by special
special resolution,
resolution, reduce
reduce its
its share
share capital
capital in
in any
any manner
manner
reduce
Power
reduce to
Definitions 57. permitted
The Company
permitted
Words or
or authorised
may
authorised by under
special
under
Meanings and
and in
resolution,
in compliance
reduce
compliance with
its
with the
share
the Act and
capital
Act and the
in
the Applicable
any manner
Applicable
reduce
reduce permitted or
permitted or authorised
authorised under under and and in in compliance
compliance with with thethe ActAct andand thethe Applicable
Applicable
capital
reduce
capital Laws.
permitted
Laws. or authorised under and in compliance with the Act and the Applicable
capital
capital Laws.
Laws.
capital Laws.
Purchase
Purchase by
by 58.
58. The
The Company
Company may,
may, subject
subject
force or any to
to its
its
and obtaining
obtaining
every other such
such
act forapproval
approval
the time from
frombeing the
the inrelevant
relevant
force.
Purchase
Purchase by
by 58.
58. The
The Company
Company may,
may, subject
subject to
toto its
its itsobtaining
obtaining such
such approval
approval from
from the
the relevant
relevant
the
the
Purchase by 58. authorities
authorities
The Company (if
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to cancel
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any
and shares
shares
Clause 57or
or reduce
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in force its
its share
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concerning not capital
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pursuant
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its other
this Constitution.
share capital pursuant
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under this by Constitution.
Constitution.
the Securities Commission and/or other
GENERAL
GENERAL MEETINGS
MEETINGS
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Authorised GENERAL
… A person who is authorised MEETINGS to act as nominee as specified
Annual
Annual 59.
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An annual
annual general
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of the
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shall be
be held once in every
every calendar
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meetings.
meetings.
meetings.
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of 60.
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The main
main venue
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all meetings
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of Members
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and annual
annual general
general meetings
meetings shall
shall
Meetings
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of 60.
60. The
The main
main venue
venue of
of all
all meetings
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of Members
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and annual
annual general
general meetings
meetings shall
shall
members
members
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be
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held
main within
within
venue Malaysia
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at
meetings
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place
(Central and as
as the
the
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general Actshall
shall determine.
determine.
meetings
1991, or shall
any
members
members be
be held
held within
within Malaysia
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at such
such time
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and place
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shall determine.
determine.
members The
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be Chairman
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at
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shall The
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determine.
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The Chairman shall be present at that main venue of or
the re-enactment
meeting. The thereof
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may Chairman
may
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may whenever itititshall
whenever
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whenever
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at that
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it so
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resolutionmeeting convene
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a meeting
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ofbeMembers
convened
Members other
on
other
than an
than an annual
an annual general
annual general meeting.
general meeting. A
meeting. A meeting
A meeting of
meeting of Members
of Members shall
Members shall be
shall be convened
be convened on
convened on
on
such
than
such
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an annual
requisition … or, or,
general in
in
Bursa default
meeting.
default
Malaysia may
mayA be
meeting
be convened
of
convened
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Sdn. by by
Bhd. such
shall
such requisitionists
be convened
requisitionists
or such other name as
on
as
such
such requisition
requisition or,
or, in
in default
default may
may be
be convened
convened by
by such
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requisitionists as
as
provided
provided
such
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by the
requisition Act.
Act.
or, in default may be convened by such requisitionists as
provided
provided by by the
the Act.Act.by which it may be known from time to time.
provided by the Act.
Meetings
Meetings of
of 61.
61. The meeting
The
Chairman meeting of of…itsits The
Members
Members
chairman mayofbe
may be held
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at more than one
than
of Directors. one venue
venue using using any any
Meetings
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of 61.
61. The
The meeting
meeting of
of its
its Members
Members may
may be
be held
held at
at more
more than
than one
one venue
venue using
using any
any
members
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members at
of
at 61. technology
The meeting
technology or
or ofmethod
its
method that
Members
that allows
may
allows the
be
the Members
held
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of the
than
the Company
one
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to participate
using
participateany
members
members at
at technology
technology or
or method
method that
that allows
allows the
the Members
Members of
of the
the Company
Company to
to participate
participate
two or
members
two or more
at
more and to
technology
and exercise
or their
method rights
that to
allows speak the and
Membersvote at
of the
the meeting,
Company andto using
participateany
two or
two or more
more and to
Company
and to exercise
to exercise
exercise … their
their
their
rights
rights to
CAREPLUS
rights to speak
to GROUP
speak
speak
and
and
vote
vote at
andBERHAD
vote at the
at the
the
meeting,
(896134-D)
meeting,
and
and using
meeting, including
and usingany
using
any
any
any
venues
two or
venues more available
and to
available technology
exercise
technology their to
to
change provide
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provide to
of name notice,
speak
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and vote
conduct
time toand and
at record
the
time. meeting,
record or
or facilitate
and voting
using
facilitate voting anyat
at
venues
venues available
available technology
technology to
to provide
provide notice,
notice, conduct
conduct and
and record
record or
or facilitate
facilitate voting
voting at
at
venues that
that meeting
available
meeting or
technology
or any adjournment
to provide
any adjournment of
notice,
of that meeting
conduct
that meeting and of
of members
record
members or subject
facilitate
subject to rules,
voting
to rules,at
that
that meeting
meetingand or
or anyany adjournment
adjournment of
of that
that meeting
meeting of
ofofmembers
members subject
subject to
to rules,
rules,
regulations
regulations
that
Depositor meeting and
or laws
laws
any
… laws prevailing.
prevailing.
adjournment
A holder The
The
of
of a Securities thatmain
main venue
venue
meeting
Account of of the
the
members
established meeting
meeting
subject
by the shall
shall
to be
be
rules,
Central in
in
regulations
regulations and
and laws prevailing.
prevailing. The
The main
main venue
venue of
of the
the meeting
meeting shall
shall be
be in
in
Malaysia
Malaysia
regulations and
and and the
the Chairman
Chairman
laws shall
shall
prevailing.
Depository. be
be
The present
present
main at
at the
the
venue main
main
of the venue
venue
meeting of
of the
the meeting.
meeting.
shall be in
Malaysia and the Chairman shall be present
Malaysia and the Chairman shall be present at the main venue of the meeting. at the main venue of the meeting.
Malaysia and the Chairman shall be present at the main venue of the meeting.
15
15
15
15
15
15
1
Company
Company No.
No. :: 896134-D
896134-D
Notice of 62. Every notice convening THEmeetings shall be ACT

COMPANIES in writing
2016and shall be given to the
meeting Members either in hard copy, or in electronic form, or partly in hard copy and
MALAYSIA
partly in electronic form specify the venue, the date and the time of the meeting
and the general nature of the business of the meeting and shall be given to all
Members at least PUBLIC COMPANY
fourteen (14) days LIMITED
before theBY SHARES
meeting or at least twenty-one
(21) days before the meeting where any special resolution is to be proposed or
where it is an annual general CONSTITUTION
meeting. Any notice of a meeting called to consider
special business shall be accompanied by a statement regarding the effect of
any proposed resolution in respect ofOF such special business; PROVIDED that a
meeting of the Company shall, notwithstanding that it is called by a shorter
notice than that specified in this Constitution,
CAREPLUS GROUP BERHAD be deemed to have been duly
called if it is so agreed:-
(i)in the case INTERPRETATION

of an annual generalAND meeting, by all the members entitled to
DEFINITIONS
attend and vote thereat; and
Clause (ii) in the
hereinafter case of any
contained shallother
bearmeeting,
the meaningsby a majority in number
set opposite to them of respectively
the members
in the second column thereof, if not inconsistent with the subject or not
having a right to attend and vote thereat, together holding less -than
context:
ninety-five per cent (95%) of the issued shares giving that right.
NOTWITHSTANDING the foregoing at least fourteen (14) days' notice or
twenty-one (21)
Act … days' notice in the
The Companies Actcase
2016where
or any any special modification,
statutory resolution is
proposed or whereamendment
it is an annual general meeting, of every
or re-enactment thereof for the time being such general
in
meeting shall alsoforce be given by advertisement in at least one
or any and every other act for the time being in force. (1) nationally
circulated Bahasa Malaysia or English daily newspaper.
Record of 63. Laws
(a) The Company shall request
directions the Central
for the time being inDepository
force affectingin accordance
the Company with
Depositors the Rules,andto issue a Record of Depositors to whom notices
its subsidiaries, including but not limited to the Act, the of general
meetings shall
ListingbeRequirements
given by the Company.
and every other law for the time being
(b) The Company and anyshallother
also request
directivestheorCentral Depository
requirements in accordance
imposed on the
with the Rules,
Company to issueby athe
Record of Depositors,
Securities Commission as at the latest
and/or date
other
which is reasonably practicable
relevant regulatory which
bodies shallauthorities.
and/or in any event be not less
than three (3) Market Days before the general meeting (hereinafter
Authorisedreferred… toAas "the General
person Meeting Record
who is authorised to act as ofnominee
Depositors").
as specified
(c) Subject to the Securities Industry (Central Depositories) (Foreign
Board or Ownership)
… The Regulations 1996 (where
Board of Directors applicable),
of the Company and fromnotwithstanding
time to time.
Board of any provision in the Act, a Depositor shall not be regarded as a Member
Directors entitled to attend any general meeting and to speak and vote thereat
unless his name appears in the General Meeting Record of Depositors.
Business at 64. Depositories
Subject always to any provisions
statutory under theamendment
modification, Act, no business shall be transacted
or re-enactment thereof
meetings at any extraordinaryforgeneral
Act the time meeting
being inexcept
force.business of which notice has been
given in the notice convening the meeting and no business shall be transacted
at an annual general
Central … Bursa meeting
Malaysia other than business
Depository Sdn. Bhd.of which
or suchnotice hasname
other been
given aforesaid,
Depository with the exception of declaring a dividend,
by which it may be known from time to time. the laying of audited
financial statements and the reports of the Directors and auditors, the fixing of
the fees and benefits
Chairman … The ofchairman
Directors,ofthetheelection
Board ofof Directors.
Directors in the place of those
retiring, and the appointment and fixing of the remuneration of the auditors.
Requirement 65. In every notice calling changeaofmeeting
name from of time
Members
to time.there shall appear with
in notice reasonable prominence a statement that a Member entitled to attend and vote,
calling is entitled to appoint
Depositor … A holder proxy ofin aaccordance with Clause
Securities Account 78 hereof,
established by the to Central
attend,
meeting participate, speak and vote
Depository. instead of the Member.
16
16
1
Company
Company No.
No. :: 896134-D
896134-D
Omission to 66. The accidental omissionTHEtoCOMPANIES

give notice ofACT
meeting
2016to, or the non-receipt of
give notice notice of a meeting by, any person entitled to receive such notice shall not
MALAYSIA
invalidate any resolution passed or the proceedings at any such meeting.
PROCEEDINGS AT GENERAL MEETING
CONSTITUTION
No business 67. No business shall be transacted at any general meeting unless a quorum of
unless Members is present at the time whenOF the meeting proceeds to business. Save
quorum is as herein otherwise provided, two (2) Members present in person shall be a
present quorum. For the purposes
CAREPLUSof this GROUP
Constitution, "Member" includes a person
BERHAD
attending as a proxy or representing a corporation which is a member.
Adjournment 68.
If within half (1/2) INTERPRETATION
an hour from the timeAND appointed for the meeting a quorum is
DEFINITIONS
not present, the meeting:
Clause (a) if convened
hereinafter contained upon thebear
shall requisition of Members,
the meanings shall be
set opposite to dissolved; or
them respectively
(b) in any other case it shall stand adjourned to the same day in the next
Definitions Wordsweek (or if that day be a public holiday then to the next business day
Meanings
following that public holiday) at the same time and place or to such other
Act day and at …suchTheother time and Act
Companies place2016 as the
or Directors
any statutorymay determine,
modification,but
if a quorum isamendment
not presentoratre-enactment
any adjourned meeting within fifteen
thereof for the time being in (15)
minutes from force
the timeor anyappointed
and every for holding
other act such adjourned
for the meeting,
time being the
in force.
Member or Members present shall be a quorum.
Chairman 69. Laws
The Chairman of the Board (iffor
directions any)theshall
timepreside
being in asforce
Chairman at every
affecting general
the Company
meeting. If the Company
and its subsidiaries, including but not limited to the Act,the
has no Chairman or if at any general meeting, the
Chairman is not present
Listingwithin fifteen (15)
Requirements andminutes
every otherafterlawthefor
time
theappointed
time being
for holding the meeting
in forceor ifconcerning
the Chairman of the Board
companies is not willing
and affecting to act as
the Company
Chairman for the general
and any other directives or requirements imposed one
meeting, the Directors present shall choose of
on the
their number to actCompany
as Chairman by orthe
if one (1) Director
Securities only is present,
Commission he shall
and/or other
preside as Chairman if he isregulatory
relevant willing to bodies
act. If no Director
and/or is present, or if each
authorities.
of the Directors present declines to preside as Chairman, the Members
present and entitled
Authorised to votewho
… A person shall elect one (1)
is authorised of their
to act numberastospecified
as nominee be the
Chairman.
Nominee The election of
under the Rules.the Chairman shall be by a show of hands.
However, a proxy shall not be eligible for election as chairman of the meeting.
Board of
Adjournment 70. Directors
The Chairman may, with the consent of any meeting at which a quorum is
with consent present (and shall if so directed by the meeting), adjourn the meeting from
of meeting time to time and
Central … from place to
Securities place but
Industry no business
(Central shall be
Depositories) Acttransacted
1991, or any at
any adjourned
Depositories meeting other than the business left unfinished
statutory modification, amendment or re-enactment thereof at the meeting
from which the adjournment
Act for the time took place.
being in When
force. a meeting is adjourned for thirty
(30) days or more, notice of the adjourned meeting shall be given as in the
case of an original
Central … Bursameeting. Save Depository
Malaysia as aforesaid Sdn.it shall
Bhd.not or be necessary
such other name to
give any
Depository notice of an adjournment or of the business
by which it may be known from time to time. to be transacted at an
adjourned meeting.


Depository.
17
17
1
Company
Company No.
No. :: 896134-D
896134-D
Polls 71. A resolution put to vote at any

THE meeting of Members
COMPANIES ACT 2016 (other than the election
of the chairman of the meeting or the adjournment of the meeting
MALAYSIA
which may be voted by way of show of hands) shall be determined by poll.
A poll shall be taken in such manner and either forthwith or after an interval
or adjournment PUBLIC COMPANY
or otherwise LIMITEDdirects
as the Chairman BY SHARES
and the result of the poll
shall be the resolution of the meeting at which the poll was taken. The
Company shall appoint at least CONSTITUTION
one (1) scrutineer for the purposes of a poll in
accordance with the Listing Requirements, Applicable Laws, and may, in
addition to the power of adjourning OF meetings contained in this Constitution,
adjourn the meeting to some place and time fixed for the purpose of declaring
the result of the poll. CAREPLUS GROUP BERHAD
The poll may be conducted manually using voting slips or electronically using
various forms of electronic voting devices.
INTERPRETATION ANDSuch votes shall be counted by the
DEFINITIONS
poll administrator and verified by the scrutineer(s), as may be appointed for
Interpretation 1. Inthethispurpose of determining
Constitution the words thestanding
outcomeinof the the first
resolution(s)
column to of be
thedecided by
table next
Clause poll.
Chairman’s 72. In the case of an equality of votes, whether on a show of hands or on a poll,
casting vote
Definitions the Chairman of the
Words meeting at which the show of hands takes place or at
Meanings
which the poll is demanded shall be entitled to a second or casting vote.
Voting right 73. Subject to any rights or restrictions
amendment for the time being
or re-enactment attached
thereof for thetotimeany class
beingofin
shares at meetingsforce of Members
or any andor classes of Members,
every other each
act for the Member
time being entitled
in force.
to vote may vote in person or by proxy or by attorney or by duly authorised
representative…
Applicable andAll
onlaws,
a show of hands,
bye-laws, every person
regulations, rules,whoordersis aand/or
Member or
official
holder of preference
Laws sharesfororthe
directions proxy
time orbeingattorney
in forceoraffecting
representative
the Companyof a
Member or holder of andpreference shares including
its subsidiaries, shall havebut onenot(1)limited
vote, andto theonAct,
a poll,
the
every Member present in person or by proxy or attorney
Listing Requirements and every other law for the time beingor representative
shall have one (1) vote for each
in force share companies
concerning he holds. and affecting the Company
Shares of 74. Where the capital Company
of the Company by theconsists of shares
Securities of different
Commission monetary
and/or other
different denominations, voting rightsregulatory
relevant shall be prescribed
bodies and/or in such a manner that a unit
authorities.
monetary of capital in each class, when reduced to a common denominator, shall carry
denominations the same voting
Authorised … power whenwho
A person suchisright is exercisable.
authorised to act as nominee as specified
Vote of 75. A Member who is of unsound mind or whose person or estate is liable to be
Member of dealtorwith in any
Board … way
The under
Board the law relating
of Directors of thetoCompany
mental disorder
from time may vote,
to time.
unsound whether
Board of on a show of hands or on a poll, by his committee or by such other
mind and person as properly has the management of his estate, and any such
Directors
person committee or other person may vote by proxy or attorney. Any person entitled
entitled to under the transmission
Central … Securitiesprovisions
Industryof this Constitution
(Central to transfer
Depositories) any shares
Act 1991, or any
transfer may vote at any general meeting in respect thereof in orthere-enactment
same manner as if
Depositories statutory modification, amendment thereof
he was the registered
Act for theholder
time of such
being in shares,
force. provided that forty-eight (48)
hours at least before the time of holding the meeting or adjourned meeting,
as the case may
Central … be,Bursa
at which he proposes
Malaysia Depositoryto voteSdn.he shall
Bhd. satisfy
or such the Directors
other name
of his
Depositoryright to transfer such shares unless the Directors
by which it may be known from time to time. shall have previously
admitted his right to vote at such meeting in respect thereof.
Voting Rights 76. A Member or his proxy or attorney or representative shall be entitled to be
of Members present, participate,
Company speak and GROUP
… CAREPLUS to vote atBERHAD
any general meeting or
(896134-D) demandany
including a
poll or be reckonedchange
in a quorum
of namein respect
from time of any share or shares upon which
to time.
all calls due to the Company have been paid.
Depository.
18
18
1
Company
Company No.
No. :: 896134-D
Company
Company No.
No. :: 896134-D
896134-D
Company
Company No.
No. :: 896134-D
896134-D
Company
Company No.
No. :: 896134-D
896134-D
Company
Time for No. : 896134-D
896134-D
77. No objection shall be raised to the qualification of any voter except at the
Time
Time for
for 77.
77. No
No objection
objection shall
shall be
be raised
raised to
to the
the qualification
qualification of
of any
any voter
voter except
except at
at the
the
objection
Time for
objection
Time for 77.
77. meeting
No objection
meeting
No objectionor
or adjourned
shall
adjourned
shall be
be meeting
raised
meeting
raised to
to at
the
at
the which
which the
qualification
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qualification vote
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any
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any voter
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except given
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at or
the
or
the
Time
Time for
objection
for
objection 77.
77. No
No objection
meeting
objection
tendered,
meeting or
and
or shall
adjourned
shall
every
adjourned be
be voteraised
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not
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at
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for the
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all
or
Time for
objection
objection 77. No objection
tendered,
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or
or
and shall
every
adjourned
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every be voteraised
THE
vote not
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COMPANIES
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Appointment 78. Chairman
Chairman
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COMPANY
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Appointment
Appointment 78.
78. Chairman
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1
Company
Company No.
No. ::: 896134-D
896134-D
Company
Company No. No. : 896134-D
896134-D
Company
Company No.
No. :
:: 896134-D
896134-D
Company
Company
Power of No.
No. : 896134-D
896134-D
81. Every power, right or privilege herein given in these presents to any Member
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83. A
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DIRECTORS
DIRECTORS : APPOINTMENT, REMOVAL, ETC
Authorised … A person: who
DIRECTORS APPOINTMENT,
is authorised REMOVAL, to act as nominee ETC as specified
DIRECTORS :: APPOINTMENT, APPOINTMENT, REMOVAL, REMOVAL, ETC ETC
Nominee DIRECTORSunder the: Rules. APPOINTMENT, REMOVAL, ETC
Number
Number of
of 84.
84. Until
Until otherwise
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DIRECTORS
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:: APPOINTMENT,
general meeting
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REMOVAL,
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Retirement
Retirement 85.
85. At
than
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Selection
Selection of
of 86.
86. Subject
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Subject to
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Clause at 91,
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91, the
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Selection of 86. of the
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Selection
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86. Subject
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re-
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election. 20
20
20
20
20
20
201
Company No.
896134-D
Notice of 87. No person not beingTHE a retiring Director shall

COMPANIES ACTbe eligible for election to the
2016
intention to office of Director at any general meeting unless some Member intending to
MALAYSIA
appoint propose him has, at least eleven (11) clear days before the meeting, left at
Director the Office, a notice in writing duly signed by the nominee giving his consent
PUBLIC
to the nomination COMPANY
and signifying LIMITED BY
his candidature for SHARES
the office, or the intention
of such Member to propose him, provided that in the case of a person
recommended by the Directors CONSTITUTION
for election, nine (9) clear days' notice only
shall be necessary, and notice of each and every candidature for election to
the Board of Directors shall be servedOFon the registered holders of shares at
least seven (7) days prior to the meeting at which the election is to take place.
Motion for 88. At any general meeting at which more than one (1) Director is to be elected,
appointment each candidate shall be the subject of a separate motion and vote unless a
of Directors motion for the appointment
INTERPRETATION of two (2) ANDor DEFINITIONS
more persons as Directors by a
single resolution shall have first been agreed to by the meeting without any
Interpretation 1. In vote being given against
this Constitution the words it. standing in the first column of the table next
Increase or 89. in the
Thesecond
Company maythereof,
column from time if nottoinconsistent
time by ordinary
with theresolution
subject orpassed
context:at- a
reduction of general meeting, increase or reduce the minimum number of Directors, and
number of
Definitions may also determine
Words in what rotation the increased or reduced number is to
Meanings
Directors go out of office.
Removal of 90. The Company may by or
force ordinary
any and resolution of which
every other act forspecial
the timenotice
beingisingiven,
force.
Directors remove any Director before the expiration of his period of office. The
Company may
Applicable … byAllordinary resolutionregulations,
laws, bye-laws, appoint another
rules,person
orders in placeofficial
and/or of a
Director so removed from office and any person so appointed shall be subject
Laws directions
to retirement by rotation at thefor the time
same time being
as if heinhad
force affecting
become the Company
a Director on the
day on which the and its subsidiaries,
Director in whose place including but not limited
he is appointed was tolastthe Act, the
elected a
Director. Listing Requirements and every other law for the time being
Power to fill 91. The Directors shall and
have anypower
otheratdirectives
any time or
andrequirements imposed
from time to time, on the
to appoint
vacancy or to Company by the Securities Commission
any person to be a Director, either to fill a casual vacancy or as an addition and/or other
add Directors relevant regulatory bodies and/or authorities.
to the existing Directors. Any Director so appointed shall hold office only until
the next annual general meeting, and shall then be eligible for re-election but
Authorised
shall not be … takenA into
person who isinauthorised
account determining to act
the as nominee
number as specified
of Directors to
Nominee under the
retire by rotation at such meeting.Rules.
Directors’ 92. Board

Theorshareholding
… The Board of for
qualification Directors of the
Directors may Company
be fixed from time
by the to time. in
Company
qualification Board of
general meeting and until so fixed, no shareholding qualification for Directors
Directors
shall be required. All Directors shall notwithstanding that he is not a Member,
be entitled to receive notice of and to attend and speak at any general meeting
Central … Securities
and at any separate meetingIndustry
of the(Central
holdersDepositories)
of any class Act 1991, orofany
of shares the
Depositories
Company. statutory modification, amendment or re-enactment thereof
REMUNERATION OF DIRECTORS
Directors’ 93. Depository by whichand
The fees of the directors it may
any be knownpayable
benefits from time to time.
to the directors shall from
remuneration time to time be determined by way of an ordinary resolution of the Company
Chairman … The
in general meeting andchairman
such feesofshall
the Board of Directors.
be divided among the Directors in such
proportions and manner as the Directors may determine and in default of
agreement equally, except thatGROUP BERHAD
if a Director has held (896134-D) including
office for part only ofany
the
period in respect of which such fees are payable, such a Director shall be
entitled only to that proportion of the fees as is related to the period during
Depositor
which he has… heldAoffice
holderPROVIDED
of a Securities Account
ALWAYS established by the Central
that:-
Depository.
21
21
1
Company
Company No.
No. ::: 896134-D
896134-D
Company
Company No.
No. :: 896134-D
896134-D
Company
No. 896134-D
(i) salaries, benefits and other emoluments payable to executive
(i)
(i) Director(s)
salaries,
salaries, pursuantand
benefits
benefits and to an other
other employment
emoluments
emoluments contract
payable
payable or ato to contract
executive
executive of
(i)
(i) salaries,
salaries,need
service benefits
benefits
not be and
and other
other
determined emoluments
emoluments
by the Company payable
payablein to executive
to contract
general executive
meeting
(i) Director(s)
salaries,
Director(s) pursuant
benefits
pursuant and to
to an
other
an employment
emoluments
employment contract
payable
contract or
or a
ato executive
contract of
of
Director(s)
Director(s)
but such
service
THE
pursuant
pursuant
salaries
need not
COMPANIES
may
be
to
to
not an
an
determined include by
ACT
employment
employmenta 2016
commission
the
contract
contract
Company onin
or
or
or a
a contract
contract
percentage
general meeting
of
of
Director(s)
service need pursuant
not be to an employment
determined by the contractinor
Company a contract
general meeting
service
service need
need not
not be determined
MALAYSIA by the Company in general meeting
turnover;
but
but
but
such
service
such
such
salaries
need
salaries
salariesnot be may
be
may
may
determined
not
determined
not
not
include
include
include
by
byaa
a
the Company
commission
the Companyon
commission
commission on
on
in
in or general
percentage
general
or
or percentage
percentage
meeting
meeting of
of
of
but such
turnover; salaries may not include a commission
but such salaries may not include a commission on or percentage of on or percentage of
turnover;
turnover;
(ii) PUBLIC
turnover;
fees COMPANY LIMITED BY
payable to non-executive Directors shall be a fixed sum and not
turnover; SHARES
(ii)
(ii) by
fees
feesway of a commission
payable
payable to
to non-executive
non-executive on or percentage
Directors
Directors of profits
shall
shall be
be a or turnover;
a fixed
fixed sum
sum and
and and not
not
(ii)
(ii) fees
fees payable
payable to
to non-executive
non-executive Directors
Directors shallshall be
be a a fixed
fixed sum
sum and and not
not
(ii) by
fees
by way
way of
payable
of a
a commission
to
commission CONSTITUTION
non-executive on
on or
or percentage
Directors
percentage of
shall
of profits
be
profits a or
fixed
or turnover;
sum
turnover; and and
and not
(iii) by
by
any way
way
fee of
of a
a
paid commission
commission
to an alternate on
on or
or percentage
percentage
Director shall of
ofbeprofits
profits
agreed or
or turnover;
turnover;
upon and
and
between
by way of a commission on or percentage of profits or turnover; and
(iii)
(iii) himself
any
any fee
fee and
paid
paid the
to
to Director
an
an alternate
alternate nominating
OF Director
Director him
shall
shalland be
be shall
agreed
agreed be paid upon
upon out of the
between
between
(iii)
(iii) any
any fee
fee
remunerationpaid
paid to
to
of an
an
the alternate
alternate
latter. Director
Director shall
shall be
be agreed
agreed upon
upon between
between
(iii) himself
any fee and
himself paidthe
and the Director
to an alternate
Director nominating
Directorhim
nominating shall
him and
and beshall
agreed
shall be
be paid
uponout
paid of
between
out of the
the
himself
himself and
and the
the Director
Director nominating
nominating him
him and
and shall
shall be
be paid
paid out
out of
of the
the
remuneration
himself
remunerationand theof
of the
Director
the
CAREPLUS latter.
latter. nominating
GROUP him
BERHAD and shall be paid out of the
Reimbursement 94. (a) remuneration
remuneration
The of
of
Directors ofshall the
the latter.
latter.
be entitled to be reimbursed for all travelling or
remuneration the latter.
of expenses
Reimbursement 94. (a) expenses
The Directorsas may shall bebe incurred
entitled intoattending
be meetings
reimbursed for of
all the Directors
travelling or
Reimbursement
Reimbursement 94.
94. (a)
(a) The
The Directors
Directors shall
shall be
be entitled
entitled to
to be
be reimbursed
reimbursed for
for all
all travelling
travelling or
or
Reimbursement
of
of expenses
Reimbursement
expenses 94.
94. (a)
(a) The
or of Directors
any
expenses
The Directors committee
as shall
may be be
of entitled
the
incurred
shallbebeincurred Directors
entitled into beor reimbursed
general
attending
toattending
be meetings
reimbursed for
meetings
for of all
of
allthe travelling
or
the otherwise
Directors
travelling or
or
of
of expenses expenses
expenses as
as may
INTERPRETATION
may be incurred ANDin
in DEFINITIONS
attending meetings
meetings of the Directors
Directors
of expenses
expenses expenses
howsoever
or of any
expenses
or of any as
asin may
committeeor
may
committee be
about
be of
of incurred
the
the
incurred
the in
business
Directors
in
Directors attending
of
or
or the
general
attending
general meetings
Company
meetings
meetings
meetings of
in
of the
the
or
the
or Directors
course
otherwise
Directors
otherwise of
or
or
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of any
any committee
committee
performance of of
of the
the
their Directors
Directors
duties or
or
as general
general
Directors. meetings
meetings
In or
or
addition otherwise
otherwise
to the
Interpretation 1. howsoever
howsoever
In this Constitution thein
or of any committee
in or
or about
about
words the
ofstanding
the
the business
Directors
in theor
business of the
general
offirst Company
the column meetings
Company of ininthethe course
ortable
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howsoever
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in or
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Director the
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such in
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Clause hereinafterthethe performance
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the
their
the duties
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meanings as
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the Company
setDirectors.
opposite toIn In them addition
in the
addition to
course
to
respectively the
of
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the
the performance
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allowance as may of
of
be their
their
determinedduties
duties as
as
by Directors.
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the Directors In
In inaddition
addition
respect to
to the
the
offixed
any
in the second foregoing,
the performance
foregoing,
column a
a Director
of
Director
thereof, if not shall
their
shall be
duties
be
inconsistent entitled
as
entitled
with to
Directors.
to
the such
such
subjectIn reasonable
addition
reasonable
or context: to the
fixed
-
foregoing,
foregoing,
attendance a
aat Director
Director
any meeting shall
shall be
be
and/or entitled
entitled
the to
to
performance such
such of reasonable
reasonable
any duty or fixed
fixed
other
allowance
foregoing,
allowance as
a
as may
Director
may be
be determined
shall
determined be by the
entitled
by the Directors
to such
Directors in in respect
reasonable
respect of
of any
fixed
any
allowance
allowance as
as may
may be
be determined
determined by
by the
the Directors
the Directors in
in respect
respect of
of any
any
Definitions Words things attendance
allowance
attendance
attendance
required
asat
at
Meanings
at
of him
any
may
any
any
meeting
be
meeting
meeting
as aand/or
Director
determined
and/or
and/or
the
the
the
ofperformance
by the Company.
Directors
performance
performance
of
of
of inany
any
any
duty
respect
duty
duty
or
or
orofother
any
other
other
attendance
things
attendancerequiredat any
at any of meeting
him
meeting as a and/or
Director
and/or the
theofperformance
the Company.
performance of any duty
of any duty or other or other
things
things required of him as a Director of the Company.
Act(b) If any…required
things
things required
Director
required
of
of him
him
him as
being
of
The Companies
as a
a
willing
as
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a Director
Actshall
Director 2016
of
of
be the
the
of or
Company.
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called
the Company.
any upon
statutory to perform
modification,extra
(b)
(b) services
If
If any
any oramendment
Director
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willing
willing shall
shall
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be
be called
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upon
for the or residing
to
to perform
perform
time being away
extra
extrain
(b)
(b) If
If any
any
from hisDirector
Director
usual being
being
place of willing
willing
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called
residence upon
upon
for any to
toof perform
perform
the extra
extra
purposes
(b) services
If any
services or
Director
or to
to
force make
being
make
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be
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in
for going
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the time or
to
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perform
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extra
away
force.
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services or to
or to make any special exertions in going
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from
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Company
usual
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place
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of
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from
Company
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as
Company
his usual a place
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attention
or residence for
Directors,to
for any
the
any the of the
Company
business
of purposes
the purposesof may
the
Applicableof of the
the …Company
All laws,
Company or
or in
bye-laws,
in giving special
regulations,
special attention
rules,
attention to
to the
orders
the business
and/or
business of the
official
of the
of the
remunerate
Company Company
of the Company as the
a or
member
or inin
Director giving
ofso
giving a special
doing
committee
special attention
eitherof by a
Directors,
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fixed the
to the sum
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or
Company
business of
otherwise the
may
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Laws Company
Company as
as a
a member
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member for of
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of a
a committee
time being
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in
of Directors,
force affecting
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the Company
the
Company Company may
Company
(other
remunerate
Company
remuneratethan as
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the
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the member
a sum
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member
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ofso
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include
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eitherof
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by a fixed
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sum
the
sum Company
percentage
or
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or otherwise
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may of
remunerate and theitsDirector
subsidiaries, so doingincluding
either but
by not
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remunerate
turnover)
(other
remuneratethanas the
may
by
the aDirector
be
sum
Director to so
determined
so doing
include
doing bya either
the by
Board
commission
either by a fixed
aprovided
fixedon sum
or
sum that or otherwise
inotherwise
percentage
ortime thebeing
case of
(other
(other than
than by
Listing
by a
a sum
sum to
Requirements
to include
include and a
a commission
every other
commission on
law
on or
for
or percentage
the
percentage of
of
(other
of
turnover)
(other
turnover) than
non-executive
thanas
as by
may
by
may a
a sum
be
sum
be to
Directors
determined
to
determined include
of
include the
by
by a
a commission
Company,
the Board
commission
the Board the on
provided
on
provided saidor
or percentage
remuneration
that in
percentage
that in the
the case
case of
of
turnover) in
as force
may beconcerning
determined companies
by the and
Board affecting
provided the
that Company
in the case
turnover)
shall
of not as
include
non-executive
turnover) as may
may a be
be determined
commission
Directors
determined of onby
the
by the
or Board
percentage
Company,
the Board provided
the of
provided profits
said that
that in
or
in the case
turnover.
remuneration
the case
of
of non-executive
and anyDirectors
non-executive other directives
Directors of
of the
the Company,
or requirements
Company, the
the said
said remuneration
imposed on the
remuneration
of
In
of non-executive
the
shall case
not
non-executive
shall not of an a
include
include a Directors
Executive
commission
Directors
commission of
of the
Director,
on
the
on or
orCompany,
such fee
percentage
Company,
percentage maythe
the of
ofbesaid either
profits
said
profits remuneration
orinturnover.
addition
remuneration
or turnover.
shall not Company
include a by
commission the Securities
on or Commission
percentage of profits and/or
or other
turnover.
shall
to
In or in
the
shall
In the not
case
not
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substitution
of
include
of an
an a
a commission
for any Director,
Executive
commission
Executive on
director’s
on
Director, or
or percentage
fees fee
such payable
percentage
such fee may
may of
ofbe
be profits
to him from
either
profits
either or
orin
inturnover.
time to
addition
turnover.
addition
In the case relevant
of regulatory
an Executive bodies
Director, and/or
such fee authorities.
may be either in addition
In
In the
time.
to or
the case
in
case of
of anan Executive
substitution for
Executive any Director,
director’s
Director, such
fees
such fee may
may be
payable
fee beto either
him
either in
in addition
from time
addition to
to
to or
or in
in substitution
substitution for
for any
any director’s
director’s fees
fees payable
payable to
to him
him from
from time
time to
to
to
to or
time.
or
time. in
in substitution
substitution for
for any
any director’s
director’s fees
fees payable
payable to
to him
him from
from time
time to
to
Authorisedtime. … A person who is authorised to act as nominee as specified
time.
time.
DISQUALIFICATION OF DIRECTORS
Board DISQUALIFICATION
DISQUALIFICATION OF
OF DIRECTORS
DIRECTORS
When office 95. Theoroffice of … The
a Director Board
shall,ofipso
DISQUALIFICATION
DISQUALIFICATION
DISQUALIFICATION
Directors of the
OF Company
OF DIRECTORS
facto, become
OF vacant iffrom
DIRECTORS
DIRECTORS
time to time.
the Director:-
of Director Board of
The office
office of
of aa Director
Director shall,shall, ipsoipso facto,
facto, become
become vacantvacant ifif the the Director:-
Director:-
When
When office
office 95.
95. The
When office 95. The
Directors
The office of a Director shall, ipso facto, become
DirectorvacantunderifififSection
the Director:-
When
deemed
of office
Director
When
of
of office
Director
Director
95.
95. The office
(i) office of
of a
becomes a Director
disqualified
Director shall,
shall, fromipso facto,
ipso being
facto, a become
become vacant
vacant the
the Director:- 198 or 199
Director:-
of Director
vacant (i) of the Act;disqualified
becomes from
deemed
of Director
deemed
deemed (i)
(i)
Central becomes
becomes … disqualified
disqualified
Securities Industry from being
from being
being
a
a Director
a
(Central Director
Director
under
under Section
under
Depositories) Section
Section
Act 1991,
198
198 or
198 or 199
or 199
199
any
deemed
vacant
deemed
vacant (i)
(i) becomes
of the
becomes
of the Act;
Act;disqualified
disqualified from
from being
being a
a Director
Director under
under Section
Section 198
198 or
or 199
199
vacant
vacant Depositories of
of the
the Act;
Act; statutory modification, amendment or re-enactment thereof
vacant (ii) is absent
of the Act; from more than fifty percent (50%) of the total Board
Act(ii) meetings
is absent for
held
from the time abeing
during
more financial
than in force.
fifty year,
percentunless (50%)an exemption
of the or waiver
total Board
(ii)
(ii) is absent
absent from
is obtained from more
more than
than fifty
fifty percent
percent (50%) (50%) of of the the totaltotal Board
Board
(ii)
(ii) is
is absent
meetings
absent
meetings from
from
held
from
held more
the
during
more
during a than
Exchange;
a financial
than fifty
fifty percent
year,
percentunless (50%)
(50%)an of
exemption
of the
the total
or
total Board
waiver
Board
meetings
Central meetings … held
Bursa
held during
Malaysia
during a financial
a financial
Depository
financial
year,
year,
unless
year, Sdn.
unless
unless
an
an exemption
Bhd.
an exemption
or such
exemption
or
or waiver
other
or waiver
name
waiver
is
is obtained
meetings
obtained from
held
from the
during
the Exchange;
a financial
Exchange; year, unless an exemption or waiver
Depository
(iii) is
is obtained
obtained
prohibited from
from
byfromwhich
from the
the Exchange;
Exchange;
itExchange;
being maya be knownorfrom
Director timeorder
by any to time. made under, any
is obtained the
(iii)
(iii) provisions
is
is prohibited
prohibited of the
from
from Act;
being
being a
a Director
Director or
or by
by any
any order
order made
made under,
under, any
any
(iii)
(iii)
Chairman is
is prohibited
prohibited
… The from
from being
being
chairman a
a
of Director
Director
the Board or
or by
by
of any
any order
order
Directors. made
made under,
under, any
any
(iii) provisions
is prohibited
provisions of
of the
from
the Act;
being
Act; a Director or by any order made under, any
(iv) provisions
provisionsof
becomes of the
of unsound Act;
the Act;
Act; mind or a person whose person or estate is
provisions of the
(iv)
Company
(iv) liable
becomes
becomes to beCAREPLUS
… of
ofdealt
unsound
unsoundwith inmind any way
GROUP
mind or
or a
a under
person
BERHAD
person thewhose
Mentalperson
(896134-D)
whose Health
person orActestate
including
or 2001;
estate anyis
is
(iv)
(iv) becomes
becomes of
of unsound
unsound mind
mind or
or a
a person
person whose
whose person
person or
or estate
estate is
is
(iv) liable
becomes
liable to
to be
be dealt
change
of unsound
dealt with
of
with in
name
in any
mind
any way
fromor
way a under
time to
person
under the
time.
the Mental
whose
Mental Health
person
Health orAct
Act 2001;
estate
2001; is
(v) liable
liable
resigns to
to be
be
from dealt
dealt his with
with
officein
in any
any
by way
way
notice under
under
in the
the
writing Mental
Mental
to Health
Health
the Company Act
Act 2001;
2001; and
liable to be dealt with in any way under the Mental Health Act 2001;
(v)
Depositor
(v) deposited
resigns
resigns … fromAatholder
from the
his
his Office
office ofby
of a Securities
office by the Company
notice
notice in
Account
in subject
writing
writing to
established
to to
the
the Sections
by the 196
Company
Company (3)
and
Central
and
(v)
(v) resigns
resigns
and 209 from
from
of the his
his
Act; office
office by
by notice
notice in
in writing
writing to
to the
the Company
Company and
and
(v) deposited
resigns
deposited fromat the
Depository.
at the Office
his Office
office of of the
bythe Company
notice
Company subject
in writing
subject to toto Sections
theSections
Company 196
196 (3)
and
(3)
deposited
deposited at
at the
the Office
Office of
of the
the Company
Company subject
subject to
to Sections
Sections 196
196 (3)
(3)
and
and 209
deposited
209 of
of the
at
the theAct;
Act;Office of the Company subject to Sections 196 (3)
and
and 209
209 of
of the
the Act;
Act; 22
and 209 of the Act; 22
22
22
22
22
221
(vi) is removed from his office of Director by resolution of the Company in

general meeting of which special notice has been given;
MALAYSIA
(vii) dies;
(viii) has retired in accordance with this Act or the Constitution of the
Company but is not re-elected.
CONSTITUTION
If the office of a Director is vacated
OFfor any reason, he shall cease to be a
member of any committee or sub-committee of the Board.
POWERS AND DUTIES OF DIRECTORS
Business 96. In this
of 1.
Interpretation The Constitution
business andtheaffairs
words of the Company
standing shall
in the be column
first managed ofby,
theortable
undernext
the
Company
Clause to direction, or supervision of, the Directors who (in addition to
hereinafter contained shall bear the meanings set opposite to them respectively the powers and
be managed authorities by this Constitution or otherwise conferred upon them) may pay
by Directors all expenses incurred in promoting and registering the Company, and
exercise all such powers of the Company as are not by this Constitution
Definitions Words Meanings by the Company in general meeting, subject
required to be exercised
nevertheless, to any of this Constitution, to the provisions of the Act, and to
Actsuch resolutions,
… The notCompanies Act 2016 with
being inconsistent or any thisstatutory modification,
Constitution or the
provisions of the Act as may be prescribed by the Company in being
amendment or re-enactment thereof for the time generalin
force or any and every other act for the
meeting but no resolution made by the Company in general meeting shall time being in force.
invalidate any prior act of the Directors which would have been valid if such
Applicable
resolution had …notAllbeen
laws, bye-laws, regulations, rules, orders and/or official
made.
Laws directions for the time being in force affecting the Company
Limitation on 97. The Directors shalland notitswithout
subsidiaries, including
the prior approval butofnot
thelimited
Company to the
in Act, the
general
Directors’ meeting: - Listing Requirements and every other law for the time being
powers in force concerning companies and affecting the Company
(i) and any
enter or carry into other
effectdirectives or requirements
any arrangement imposed for
or transaction on the
acquisitionCompany
of an undertakingby the orSecurities
property ofCommission
a substantialand/or other
value, or the
disposal of a substantial portion of the Company's undertaking or
property (a substantial portion of the Company’s undertaking or
Authorisedproperty … includes
A person thewho is authorised
whole to act as
or substantially thenominee
whole ofasthe specified
rights,
Nominee including developmental
under the Rules. rights, benefits or control in the undertaking
or property);
Board
(ii) of exercise any power of the Company to issue shares unless otherwise
Directors permitted under the Act;
Central
(iii) subject…to Securities
Sections 228 Industry (Central
and 229 of theDepositories)
Act, enter orAct 1991,
carry intooreffect
any
Depositories statutoryor
any arrangement modification,
transactionamendment or re-enactment
with a Director thereof
or a substantial
Act shareholderforofthe
thetime being inorforce.
Company its holding company, or its subsidiary
or with a person connected with such a Director or substantial
Central shareholder,
… Bursa to Malaysia Depository
acquire from Sdn. Bhd.
or dispose or such
to such a other name
Director or
Depositorysubstantialby which it may
shareholder or be known
person from timewith
connected to time.
such a Director or
substantial shareholder, any shares or non-cash assets of the
Chairmanrequisite
… value;
The chairman
and of the Board of Directors.
Company
(iv) subject …to Section
CAREPLUS218 ofGROUP
the Act, BERHAD (896134-D)
to gain directly including
or indirectly, any
a benefit
for himself or any other person, or cause detriment to the Company.

Depository.
23
23
1
Company
Company No.
No. :: 896134-D
Company
Company No.
No. :: 896134-D
896134-D
Company
Company No.
No. :: 896134-D
896134-D
896134-D
Company
Company No.
No. : 896134-D
Company
Directors’
Directors’ No. : 896134-D
: 896134-D
98.
98. (a)
(a) The
The Directors
Directors may
may exercise
exercise all
all the
the powers
powers of
of the
the Company
Company to
to borrow
borrow
Directors’
borrowing
Directors’ 98.
98. (a)
(a) The
money
The Directors
and
Directors tomay
may exercise
mortgage
exercise or all
all the
mortgage
the powers
powers or of
of the
charge
the Company
Company its to borrow
undertaking,
to borrow
borrowing
Directors’
borrowing 98. (a) money
The and
Directors tomay mortgage
exercise or all mortgage
the powers or of charge
the Company its undertaking,
to borrow
Directors’
powers
borrowing
Directors’ 98. (a) money
The
property
money and
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and to
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uncalled exercise
mortgage or
capital,
or all mortgage
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any or of
part
or charge
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charge its
its undertaking,
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powers
borrowing
Directors’
powers 98.
98. (a)
(a) The
property
money
The Directorsand
and
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uncalled
may exercise
mortgage
exercise capital,
or all
all the or
mortgage
the powers
any
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Company its and totoborrow
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and THE
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COMPANIES
mortgage
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ACT
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capital,
MALAYSIA
securitiesof the whether
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COMPANY
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The be
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shall not borrow any money
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(b)
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The
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The the
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CONSTITUTION
or
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any
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an
Power to 99. The unrelated
Directors may CAREPLUS
third party.
establish or GROUP
arrange any BERHAD
contributory or non-contributory
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unrelated may third party. or arrange any contributory or non-contributory
establish
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maintain
Power to 99.
99. The
pension
The Directors
or
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may establish or
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arrange forany
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pay a
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Power to
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The
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INTERPRETATION
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arrange
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arrange
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Power to use 100.Applicable
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The meeting.
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Power to use
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All
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Signing
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of 102.
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and statutory
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other
shall
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signed,
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of
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may
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may
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may be in
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drawn,
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the Directors
endorsed, Malaysia
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ormay
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Depository
otherwise
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executed,
to time
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byas resolution
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determine.
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Discharge of 103. such
A
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determine. the
Discharge
Discharge of
of 103.
103. A
A Director
such manner
Director shall
shall as at
the
at all times
Directors
times act mayhonestly
from
honestly and
time
and use
to
use timereasonable
by
reasonable resolution in
determine.
diligence in the
the
duties
Discharge
duties of 103. discharge
A Director
discharge of
shall
of the
the duties
at all
duties of
times
of his
his office
act
officehonestlyand
and shall
and
shall not
use
not make use
reasonable
make use of
of any information
diligence
any in
information the
Discharge
duties
Discharge of
of 103.
103. A
A Director
discharge
Director shall
of
shallthe at
at all
duties
all times
of
times his act
office
act honestly
honestlyand and
shall
and use
not
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make use
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any in
information
diligence in the
the
duties
Discharge
duties of 103. acquired
discharge
Chairman
A Director
acquired
discharge by
of
by
of …
shall virtue
the duties
at
virtue
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all
duties of his
of
chairman
times
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of position
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his office
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position
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honestlyand
to
and gain
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Board
gain and
shall directly
not
of
use
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not make or
Directors. indirectly
use
reasonable
make or of
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use of any an
diligence
any an improper
information
in
improper
information the
Discharge
duties of 103. A Director
acquired
discharge shall
by
of the at
virtue all
duties of times
his
of his act
position
officehonestly
to
and gain and
shall use
directly
not reasonable
make or indirectly
use of diligence
any an in
improper
information the
duties
duties advantage
acquired
discharge
advantage
acquired by
of
by for
forthe himself
virtue
duties
himself
virtue of
of or
his
of
or
his for
for any
position
his office
any
position other
to
and
other
to gainperson
shall
gain directly
person not
directlyor
ormaketo
toor
or cause
indirectly
use
cause of
indirectly detriment
any an
detriment
an to
improper
information
to
improper the
the
discharge
advantage
acquired of
by forthe duties
himself
virtue of of
or
his his
for office
any
position and
other
to shall
gainperson not
directlyormaketoor use
cause of
indirectly any
detriment
aninformation
to
improper the
Company.
advantage
acquired
Company
Company.
advantage by for
…
for himself
virtue of
CAREPLUS
himself or
his
or for
for any
position GROUP
any other
to
other gainperson
BERHADdirectly
person or
or to
toor cause
indirectly
(896134-D)
cause detriment
an
including
detriment to
improper
to the
any
the
acquired
Company.
advantage by for virtue
himself of his
or position
for any to
other gain directly
person or toor indirectly
cause an
detriment improper
to the
Company.
advantage
Company.
advantage for
for himself
change
himself or
or offor
fornameany
any other
from
other person
time
person to or
time.
or to
to cause
cause detriment
detriment to
to the
the
Notice of 104. Company.
Every
Company. Director shall give notice to the Company of such events and matters
Notice of 104. Every
Company.
Every Director
Director shall
shall give
give notice to the Company of such events and matters
Notice
Notice
Notice
of
disclosures
of
disclosures
of
104.
104.
104. relating
Every
Depositor
relating
Every to
to himself
Director … shall
himself
Director Aas
shall as maynotice
give
holder
may
give beanecessary
notice
of
be
notice
to
necessary
to
Securities
to
the
the
the
Company
or
Companyexpedient
Account
or
Companyexpedient
of
of
of
such
established
to
such
events
to enable
such enable
events
events bythe
the
and
and
the
and
matters
Company
matters
Central
Company
matters
disclosures
Notice of
disclosures 104. relating
Every
and its
relating to himself
Director
officers
to himself shall
to as
comply
as may
give
may be
notice
with
be necessary
the to
necessary the or
Company
requirements
or expedient
expedientofof the to
such
to enable
Act. events
enable the
theand Company
matters
Company
Notice
Notice of
disclosures
of 104. and
104. Every its
relating
Every Director
officers
to himself
Director shall
to
shall as give
Depository.
complymay
give notice
with
be
notice the to requirements
necessary
to the Company
the Company
or expedientofofthe
of such
to
such Act. eventsthe
enable
events and
and matters
Company
matters
disclosures and
and its
relating
its officers
to himself
officers to
to comply
as
complymay with
be the
necessary requirements
or expedientof the to Act.
enable the Company
disclosures
disclosures relating
and its
relating to himself
himself
officers
to to as may
comply
as may withwith
be the
be necessary
necessary
the requirements
or expedient
requirements
or expedientof
of the
the toAct.
to enable the
Act.
enable the Company
Company
and
and its officers to comply 24 with
24 the requirements of the Act.
and itsits officers
officers to to comply
comply 24
24
with
with the
the requirements
requirements of
of the
the Act.
Act.
24
24
24
24
24
1
Director may 105. Subject always to the Act and the Listing Requirements, a Director may hold
any other office or place of profit under the Company (other than the office of
hold other
office Auditor) in conjunction with hisMALAYSIA
office of Director for such period and on such
terms (as to remuneration and otherwise) as the Directors may determine
PUBLIC
and no Director COMPANY
or intending LIMITED
Director shall beBY SHARES
disqualified by his office from
contracting with the Company either with regard to his tenure of any such
other office or place of profit or as vendor, purchaser or otherwise nor shall
CONSTITUTION
any such contract, or any contract or arrangement entered into by or on
behalf of the Company in which any OF Director is in any way interested, be
liable to be avoided, nor shall any Director so contracting or being so
interested be liable to account to the Company for any profit realised by any
CAREPLUS
such contract or arrangement by GROUP
reason ofBERHAD
such Director holding that office
or of the fiduciary relationship thereby established.
Director may 106. Any Director may INTERPRETATION

act by himself or his ANDfirmDEFINITIONS
in a professional capacity for the
act in his Company and he or his firm shall be entitled to remuneration for professional
Interpretation
professional 1. In this Constitution
services as if he the
were words
not a standing
Director, in the
provided first
thatcolumn
nothingofherein
the table next
contained
Clause hereinafter contained shall bear the meanings set opposite to them
shall authorise a Director or his firm to act as auditor of the Company andrespectively
capacity
in the secondfurther
provided column thereof,
that if notbe
such shall inconsistent with the subject
at normal commercial or context: -
terms.

PROCEEDINGS OF DIRECTORS
Meeting of 107. (a) amendment
The Directors or re-enactment
may meet together for thereof for the time
the despatch being in
of business,
Directors adjourn and otherwise regulate their meetings as they thinkinfit.force.
force or any and every other act for the time being Any
Director may at any time and the Secretary shall on the requisition of
Applicable any of …theAll laws, bye-laws,
Directors, summonregulations,
a meeting of rules, orders and/or official
the Directors.
(b) A memberand its subsidiaries,
of the including but
Board may participate in anot limitedoftothe
meeting theBoard
Act, the
by
means of Listing Requirements
a telephone conferenceandorevery otheraudio,
any other law fororthe timevisual,
audio being
in force
communication concerning
means which companies and affecting
allows all persons the Company
participating in the
and any other directives or requirements
meeting to hear and speak with each other and such Director shallimposed on thebe
regarded Company
for all purposesby the Securitiesattending
as personally Commission such aand/or
meetingother
and
relevantinregulatory
shall be counted a quorum bodies
and be and/or
entitledauthorities.
to vote on the resolution
tabled at a meeting of the Board.
Nominee
(c) under
Any meeting heldthein Rules.
such manner shall be deemed to be held at such
place as shall be agreed upon by the Directors attending the meeting
Board or PROVIDED … Thethat Board at of Directors
least one (1)of the Company
of the Directorsfrompresent
time to at
time.
the
Board of meeting was at such place for the duration of that meeting.
Directors
Notice of 108. Unless otherwise determined by the Directors from time to time, notice of all
Directors’ Central … Securities
Directors' meetings shall beIndustry (Central
given and Depositories)
circulated Act 1991,
to all Directors andortheir
any
Meeting Depositories statutory
alternates by facsimile, modification,
electronic mail oramendment
such otheror re-enactment thereof
communication modes
Act / equipment, unless
for the timerequirement
such being in force.
is waived by a majority of them.
Except in the case of an emergency, reasonable notice of every Director’s
Central
meeting shall …beBursa
given Malaysia
in writing.Depository
The majority Sdn.
of Bhd. or such other
the Directors name
may waive
Depository by which
notice of any meeting and itanymay be known
such waiver from
may betime to time.
retroactive.


Depository.
25
25
1
Company
Company No.
No. :: 896134-D
896134-D
Quorum of 109. The quorum necessaryTHEforCOMPANIES

the transactionACT
of business
2016 of the Directors shall
meetings of be a minimum of two (2) and a meeting of the Director for the time being at
MALAYSIA
Directors which a quorum is present shall be competent to exercise all or any of the
powers, authorities and discretions by or under this Constitution vested in or
exercisable PUBLIC COMPANY
by the Directors LIMITED
generally. For BY
theSHARES
purpose of determining
whether the quorum for the transaction of the business of the Directors
exists: - CONSTITUTION
(i) OF agreed by Directors in telephonic

in the case of a resolution
communications, all such Directors shall be counted in the quorum;
and CAREPLUS GROUP BERHAD
(ii) in the case of a meeting of Directors, in addition to the Directors
presentINTERPRETATION
at the meeting, anyAND Director in telephonic communication
DEFINITIONS
with such meeting shall be counted in the quorum.
Chairman
Clause of 110.hereinafter
The Directors mayshall
contained from time
bear thetomeanings
time electsetand remove
opposite a Chairman
to them and
respectively
Directors in the second column thereof, if not inconsistent with the subject or context: -for
Deputy Chairman of the Board of Directors and determine the period
which they are respectively to hold office. The Chairman so elected, or in his
Definitions absence, the Deputy
Words Chairman, shall preside at all Meetings of the Directors
Meanings
but if no such Chairman or Deputy Chairman be elected, or if at any meeting
Act the Chairman …or the
TheDeputy Chairman
Companies Act is not present
2016 or any within ten modification,
statutory (10) minutes
after the time appointed for holding the meeting, the Directors
amendment or re-enactment thereof for the time beingpresent mayin
choose one of their members to be Chairman of the meeting.
Votes by 111.Applicable
Subject to this
… Constitution, any question
All laws, bye-laws, arising at
regulations, any orders
rules, meeting of Directors
and/or official
majority and shall be decideddirections
Laws by a majority
for theof votes
time beingof inthe Directors
force affectingpresent and a
the Company
Chairman to determination by and
a majority of Directors shall for all purposes be deemed
its subsidiaries, including but not limited to the Act, the a
have casting determination of the Directors. In case of an equality of votes, the
Listing Requirements and every other law for the time being Chairman
vote of the meeting shall
in forcehave a secondcompanies
concerning or casting and voteaffecting
except the
where at the
Company
meeting only twoand (2) any
Directors form a quorum and only such
other directives or requirements imposed on thea quorum is
present at the meeting
Company or only
bytwo (2)Securities
the Directors are competent to
Commission vote on
and/or the
other
question at issue.relevant regulatory bodies and/or authorities.
Directors may 112.Authorised

The continuing … Directors
A personmay whoactis notwithstanding
authorised to actany as vacancy
nomineeinastheir body,
specified
act notwith- but
Nominee if and so long as their number
under the Rules. is reduced below the minimum number
standing fixed by or pursuant to this Constitution as the necessary quorum of
vacancy Directors,
Board or the…continuing
The Board Director or Directors
of Directors of theexcept
Company in an emergency,
from may
time to time.
act of
Board for the purpose of increasing the number of Directors to that minimum
number or of summoning a general meeting of the Company but for no other
Directors
purpose.
Disclosure of 113.Depositories
Every Director shall comply
statutory with the provisions
modification, amendment of Sections 221 and thereof
or re-enactment 219 of
interest Act the Act in connection with
for the thebeing
time disclosure of his shareholding and interests in
in force.
the Company and his interest in any contract or proposed contract with the
Company and
Central … in Bursa
connection
MalaysiawithDepository
the disclosure,
Sdn. every
Bhd. or Director shall name
such other state
the fact
Depository and the nature, character and extent of any
by which it may be known from time to time. office or possession of
any property whereby whether directly or indirectly, duties or interests might
be created in…conflict
Chairman The with his duty
chairman or interest
of the Board ofasDirectors.
a Director of the Company.
A general notice in writing, which complies with Section 221(4) of the Act or
its equivalent,
Company … given to the Board
CAREPLUS GROUP by any Director
BERHAD shall be deemed
(896134-D) includingtoany
be
sufficient declaration
changeof interest
of name in from
relation to to
time thetime.
subject matter of the notice.

Depository.
26
26
1
Company
Company No.
No. :: 896134-D
896134-D
Restriction 114. Subject to the Act, aTHE

Director shall not participate
COMPANIES ACT 2016 in any discussion or vote
on voting in respect of any contract or proposed contract or arrangement in which he
MALAYSIA
has directly or indirectly an interest and if he shall do so his vote shall not be
counted. A Director shall, notwithstanding his interest, be counted in the
PUBLIC
quorum for any COMPANY
meeting LIMITED
where a decision BY
is to beSHARES
taken upon any contract
or proposed contract or arrangement in which he is in any way interested.
CONSTITUTION
Power to 115. A Director may vote in respect of:-
vote OF
(i) any arrangement for giving the Director himself or any other
Directors CAREPLUS
any security orGROUP
indemnityBERHAD
in respect of money lent by him
to or obligations undertaken by him for the benefit of the Company;
(ii) any arrangement for the giving

INTERPRETATION ANDby the Company of any security to
DEFINITIONS
a third party in respect of a debt or obligation of the Company for
Interpretation 1. which the
In this Constitution the Director himself or
words standing any first
in the other Director
column has table
of the assumed
next
Clause responsibility in whole or in part, under a guarantee or indemnity
hereinafter contained shall bear the meanings set opposite to them respectively or
by the deposit of a security;
Definitions (iii)
Words any contract by a director to subscribe for or underwrite shares or
Meanings
debentures of the Company; or
(iv) any contract or arrangement
amendment with anythereof
or re-enactment other company
for the time in which
beinghe in
is interested only as an officer of the Company or as
force or any and every other act for the time being in force. a holder of
shares or other securities in that company.
Directors 116.LawsA Director of the directions
Company for may thebetime
or become
being in a Director
force or other
affecting officer of
the Company
may become or otherwise interested
and its subsidiaries, including but not limited to the Act,orthe
in any corporation promoted by the Company in
Directors of which the Company may be interested as shareholder or otherwise
Listing Requirements and every other law for the time being or any
other corporation whichin is directly
force and indirectly
concerning companies interested in the the
and affecting Company
Company as
corporation shareholder or otherwise and no such Director shall be
and any other directives or requirements imposed on accountable to the
Company for anyCompany
remuneration by or other
the benefit received
Securities by him and/or
Commission as a Director
other
or officer of, or from his interest
relevant regulatoryin, bodies
such corporation unless the Company
and/or authorities.
otherwise directs at the time of his appointment. The Directors may exercise
the voting power
Authorised … A conferred
person who by the shares or other
is authorised to actinterest
as nomineein anyas such other
specified
corporation
Nominee held or owned by
under the Rules. the Company, or exercisable by them as
Directors of such other corporation, in such manner and in all respects as
theyor think fit…(including
Board The Board theofexercise
Directorsthereof in favour from
of the Company of anytimeresolution
to time.
appointing
Board of themselves or any of the Directors or other officers of such
corporation), and any Director may vote in favour of the exercise of such
Directors
voting rights in manner aforesaid, notwithstanding that he may be or is about
to be appointed
Central … aSecurities
Director orIndustry
other officer of such
(Central corporation
Depositories) Actand as such
1991, or anyis
or may
Depositories become interested in the exercise of such voting rights
statutory modification, amendment or re-enactment thereof in manner
Act aforesaid. for the time being in force.



Depository.
27
27
1
Company
Company No.
No. :: 896134-D
896134-D
Company
Company No.
No. :: 896134-D
Company
Company No.
No. :: 896134-D
896134-D
896134-D
Company
No. : 896134-D ALTERNATE
ALTERNATE DIRECTOR DIRECTOR
ALTERNATE
ALTERNATE DIRECTOR
DIRECTOR
Alternate 117. (a) A Director may ALTERNATE
appoint any otherDIRECTOR
person
Alternate 117. (a) A Director may ALTERNATE ALTERNATE
appoint any other person approved
DIRECTOR
DIRECTOR approved by by a a majority
majority of of
Directors
Alternate
Directors 117. (a) his
A
his co-Directors
Director
co-Directors
THEmay COMPANIES
to
appoint
to act
act as
any
as his
his other ACT
alternate
person
alternate
2016provided
approved
provided that
thatby any
a
any fee
majority
fee paid
paidof
Alternate
Alternate 117.
117. (a)
(a) A
A Director
Director may
may appoint
appoint any
any other
other person
person approved
approved by
by a
a majority
majority of
of
Alternate
Directors 117. (a) by
A
his
by the
Director Company
co-Directors
the Company may to to
appoint MALAYSIA
act
to theany
as
the alternate
his other
alternate person
alternate shall
shall be
approved
provided deducted
be deducted thatby a
any from
majority
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that
Directors
Alternate
Directors 117. (a) his
A
his co-Directors
Director
co-Directors may to
appoint
to act
act as
any
as his
his other alternate
person
alternate provided
approved
provided that
thatby any
a
any fee
majority
fee paid
paidof
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his
by co-Directors
the
Director's Company remuneration.
to
remuneration. act
to as
the his The
alternate alternate
alternate
Thealternate shall
alternate Director
provided
be that
deducted
Director shall
any
shall fromnot
fee be
paid
that
notpaid be
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his
by the
the Company
co-Directors
Company to to
act the
toshares as
the alternate
his
alternate shall
shall be
provided
be deducted
that
deducted any from
fee
from that
that
required
PUBLIC to hold
COMPANYany in
in the Company but shall be
be entitled to
by the
the Company
Director's
required
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by
Director's
to remuneration.
Company hold anyto
remuneration.
remuneration. the LIMITED
the
toshares alternate
The
The
alternate
The
BY
shallSHARES
shall
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Company
alternate
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be
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Director
Director shallshall
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shall
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that
be
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that
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receive
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required
receive notices
to
notices hold of
remuneration.
any
of all meetings
shares
allshares
meetings The
in and
the
and to
alternate
Company attend,
to attend, speak
Director
but
speakshall and
shall
be
and vote,
not
entitled
vote, and
be
andto
required
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required to
to hold
hold any
remuneration.
any shares in
The
in the
the Company
alternate
Company but
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but shall
shall be
shall
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not
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receive
be counted
required
counted to
notices for
hold
for the
any
of
the allquorum,
shares
meetings
CONSTITUTION
quorum, in and
andthe
andgenerally
Company
to
generally attend, to
tobutexercise
speakshall
exercise be
and all
all powers,
entitled
vote,
powers,andto
receive
required
receive notices
to
notices hold of
any
of all
all meetings
shares
meetings in and
the
and to
Company
to attend,
attend, speak
but
speakshall and
be
and vote,
entitled
vote, and
andto
rights,
receive duties
notices and of authorities
all meetings of the
of and Director
to appointing him, at any
be
rights,
be
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be
counted
duties
counted
counted notices for
and
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for
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the
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and
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and to attend,
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to
to
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exercise
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exercise
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andhim,
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counted
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and the
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and
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generally
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exercise
appointing is notall
him, present.
powers,
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quorum,
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exercise
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him,
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powers,any
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For
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the avoidance and
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and
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of
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appointing
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vote nor
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For the
the avoidance
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avoidance at of
which
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the
GROUP
doubt, an
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an alternate
BERHAD
alternate Director
appointing
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may is not
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him notis
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him is
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appointment present.
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attend
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be revoked
appointing
revoked at
at any
anyhimtime by
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time by the
the
revocation
Any
appointor
revocationappointment
or under
by
under a this
so
majority
this Constitution
made of
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the be shall
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shall be
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at
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effected any by
time
appointment
by notice
by
notice in
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or
in
appointor
Any
appointor or
appointment
INTERPRETATION
or by
by a
a majority
so made
majority of
of AND the
mayDirectors,
the be revoked
DEFINITIONS
Directors, and
and any
at
any anyappointment
time by the
appointment or
or
writing
appointor
revocation
writing to or
to orbe be by
under delivered
a majority
this toof
Constitution the Secretary
Directors,
shall and
be of the
any
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appointment
by notice An
or
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revocation
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under this
a majority
this
to
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of the Directors,
Constitution
Secretary
shall
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by
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An
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revocation
1. In this Constitution
writing to
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in the
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Clause hereinafter contained
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Definitions (b)
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Company to
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retired.
(d)
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operate
Every personperson
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Listing and such re-election
Requirements as
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other law had
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time being
(d) the
Every
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agent
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Authorised CHIEF
…CHIEF A person EXECUTIVE
EXECUTIVE
who is authorised , EXECUTIVE
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as nominee as specified
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Appointment 118. (a) The Board AND/OR
of Directors MANAGING
shall appoint DIRECTOR
a chief
Appointment 118.Board(a)or The…Board Theof AND/OR
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shall appoint
of MANAGING
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of the chief executive
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28
Director or
or managing
managing Director. 28
28
Director.
28
28
28
28
28
1
Remuneration 119. The remuneration of the chief executive, executive Director, managing
of chief Director or any person holding an equivalent position, shall, from time to
executive,
MALAYSIA
time be fixed by the Directors and may be by way of salary or commission
executive or participation in profits or otherwise or by any or all of these modes but
Director, PUBLICshall
such remuneration COMPANY LIMITED
not include BY SHARES
a commission on or percentage of
managing turnover but it may be a term of their appointment that they shall receive
Director CONSTITUTION
pension, gratuity or other benefits upon their retirement.
Special 120. The chief executive, executive Director,OF managing Director or any person
position to holding an equivalent position shall act per delegation of the Board of
chief Directors on all matters related GROUP
CAREPLUS to the administration
BERHAD of the Company and
executive, shall conduct the business of the Company according to the regulations,
executive policies and decisions of the Board. For that purpose the Directors shall
Director, entrust to andINTERPRETATION
confer upon the AND chiefDEFINITIONS
executive, executive Director,
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Director being
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-
from time to time may revoke, withdraw, alter or vary any such powers but
Definitions Wordssubject thereto such chief executive or any person holding an equivalent
Meanings
position shall be subject to the control of the Board.
COMMITTEES
force or any and everyOF DIRECTORS
other act for the time being in force.
Power of 121. The Directors

Applicable … may establish
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directions for local
the boards
time being or agencies comprising
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the Company
appoint more persons for andmanaging any other
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and without notice of any such annulment or variation shall be affected
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Chairman of votes
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of Directors.
any equality of votes, the Chairman shall have a second or casting
Company vote.… CAREPLUS GROUP BERHAD (896134-D) including any

Depository.
29
29
1
Company
Company No.
No. :: 896134-D
896134-D
(b) Unless otherwise determined by the

THE COMPANIES ACTDirectors
2016 from time to time, notice
of all committee’s meetings shall be given and circulated to all
MALAYSIA
committee members by facsimile, electronic mail or such other
communication modes / equipment, unless such requirement is
PUBLIC
waived COMPANY
by a majority LIMITED
of them. ExceptBY SHARES
in the case of an emergency,
reasonable notice of every committee’s meeting shall be given in
CONSTITUTION
writing. The majority of the committee members may waive notice of
any meeting and any such waiver may be retroactive.
OF
(c)In the event issues requiring the committee’s decision arise between
meetings, suchCAREPLUS
issues may GROUP
be resolvedBERHADthrough circular resolutions of
the committee. Such circular resolution in writing signed by a majority
of the committee members shall be deemed valid and effectual if it is
signed or INTERPRETATION
approved by letter, AND DEFINITIONS
facsimile or any electronic means by
members of the committee pursuant to this Constitution. All such
resolutions
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wordsbe forwarded
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the meanings by her/him
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withconsist of several
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in like form (prepared and circulated by facsimile or electronic mail or
Definitions Words other communication
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Act of a… proposed resolution Act
The Companies in writing
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conference attending such a meeting and shall be counted in a quorum and be
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Depositories VALIDATION
statutory OF ACTS
modification, OF DIRECTORS
amendment or re-enactment thereof
Directors’ acts 124. All acts done bona fide by any meeting of the Directors or a committee of
to be valid Directors or…
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valid as if every such person had been duly appointed and was qualified and
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be a DirectorGROUPor member
BERHADof such committee
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including any
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change toof
vote.
name from time to time.

Depository.
30
30
1
Company
Company No.
No. :: 896134-D
896134-D
DIRECTORS' WRITTEN RESOLUTIONS
DIRECTORS' WRITTEN RESOLUTIONS
DIRECTORS'
THE COMPANIES WRITTEN ACT RESOLUTIONS
2016
Directors’ 125. A resolution in writing signed by a majority of the Directors for the time being
Directors’ 125. A resolution in writing signedMALAYSIA by a majority of the Directors for the time being
Written
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resolution receive
in writing notice
signed of a meeting
bymeeting
a majority of the Directors
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valid and
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shall be validbeing and
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alternate.
alternate who All such resolutions
is soresolutions shall
CONSTITUTION
present, then suchbe forwarded
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also be delivered
signed bytosuchto the
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Secretary
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be forwarded or her/him
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minute book.
Secretary withoutAny delay,
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a documentthe words
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the first column of the table
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AUTHENTICATION OF DOCUMENTS
Authentication 126. Any Director or the Secretary or any person appointed by the Directors for
Authentication 126. Any Director or the Secretary or any person appointed by the Directors for
of documents Act the
Anypurpose …shall
orThethehave power or
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purpose shall have power to Act
Secretary 2016
personorappointed
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records, documents passed
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relating to
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the Directors
business and of the anyCompany,
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Boardoforthe Directors.
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Board of
Directors MINUTES AND REGISTERS
MINUTES AND REGISTERS
MINUTES AND REGISTERS
Minutes to be 128. The Directors shall cause Industry
minutes to be duly entered in books provided for
Minutes to be 128. The Directors shall cause minutes (Central
Central … Securities to be duly Depositories)
entered in books Act 1991,providedor any for
entered
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Depositoriespurpose: - statutory modification, amendment or re-enactment thereof
entered to be 128. The Directors- shall
the purpose: cause minutes to be duly entered in books provided for
entered Act the purpose: - for the time being in force.
(i) of all appointments of Directors and Secretary in accordance to the
(i) of all appointments of Directors and Secretary in accordance to the
Central
(i) Act;
of… Bursa Malaysia
all appointments Depository
of Directors and Sdn. Bhd. orinsuch
Secretary other name
accordance to the
Act;
Depository Act; by which it may be known from time to time.
(ii) of the names of all the Directors present at each meeting of the
(ii) of the names of all the Directors present at each meeting of the
Chairman Directors
…theThe and of
of any
chairman committee
of the Boardof Directors atand of the Company in
(ii) of
Directors names and of all the
any Directors
committee ofof Directors.
present
Directors andeach meeting
of the Company of the in
general
Directors meeting;
and of any committee of Directors and of the Company in
general meeting;
general meeting; GROUP BERHAD (896134-D) including any
(iii) of all change
resolutions of nameand from proceedings
time to time. of general meetings and of
(iii) of all resolutions and proceedings of general meetings and of
(iii) meetings
of all resolutionsof the Directors and
and proceedings committee of Directors;
of general meetingsand and of
meetings of the Directors and committee of Directors; and
Depositor … A holder
meetings of theofDirectors
a Securities and Account
committee established
of Directors; by the
andCentral
(iv) of all orders
Depository.made by the Directors and any committee of Directors.
(iv) of all orders made by the Directors and any committee of Directors.
(iv) of all orders made 31 by the Directors and any committee of Directors.
31
31
31
1
Company
Company No.
No. :: 896134-D
896134-D
Such minutes shallTHE be signed by the chairman

COMPANIES ACT 2016of the meeting at which the
proceedings were held or by the chairman of the next succeeding meeting
MALAYSIA
and if so signed, shall be accepted as prima facie evidence without further
proof of the facts stated therein.
Particulars of 129. The Company shall in accordance with Section 57 of the Act, keep at the
Directors, CONSTITUTION
Office a register containing such particulars with respect to the Directors,
Managers and managers and secretaries of the Company as are required by the Act and
Secretaries OF
shall notify the Registrar of any change in such register within fourteen (14)
days from the change.
Minutes kept at 130. The books containing the minutes of proceedings of any general meeting
Office shall be kept by the Company at the Office or the principal place of business
in Malaysia ofINTERPRETATION
the Company and AND shall DEFINITIONS
be open to the inspection of any
Member without charge.
Clause to be 131.
Registers The Company
hereinafter containedshall
shallalso
bearkeep at the Office
the meanings or such to
set opposite other
themplace provided
respectively
kept in thenotice
secondhas been given
column to the
thereof, Registrar,
if not the following
inconsistent registers:
with the subject or context: -
Definitions Words
(i) Meanings
a register of substantial shareholders and of information received in
pursuance of the requirements under the Act; and
(ii) amendment
a register or re-enactment
of the particulars thereof
of each of for the time
the Directors' being in
shareholdings
force orasany
and interests and every
required underother act for the time being in force.
the Act.

Laws directions for theSECRETARY
time being in force affecting the Company
Secretary 132. (a) Listing Requirements
The Secretary or Secretariesand every
shall other law for with
in accordance the time
the being
Act be
appointedin force
by theconcerning
Director(s)companies
for such termandandaffecting
at suchthe Company
remuneration
and upon and anyconditions
such other directives
as theyor requirements
think fit. imposed on the
(b) relevant
The Secretary orregulatory
Secretariesbodies and/orby
may resign authorities.
giving notice in writing to
the Board in accordance to Section 237 of the Act (“Notice”), left at
Authorised the … A person
Office who sent
and copies is authorised to act as
to the Directors fornominee
the time as specified
being at their
Nominee underaddresses
last known the Rules. and shall cease to be the Secretary or
Secretaries of the Company, on the expiry of thirty (30) days from the
Board or date…of the
TheNotice
Boardlodged
of Directors of Board
with the the Company
or on the from timeofto
expiry time.
thirty (30)
Board of days from the date of notification to the Registrar of Companies.
Directors




Depository.
32
32
1
SEAL
MALAYSIA
Authority for 133. (a) The Company may have a Seal. The Directors shall provide for the
use of Seal safe custody of the Seal which shall only be used pursuant to a
PUBLIC of
resolution COMPANY LIMITED
the Directors or aBY SHARESof the Directors
committee
authorising the use of the Seal. The Directors may from time to time
CONSTITUTION
(subject to the provisions of Clause 17 in relation to certificates)
make such regulations as they think fit determining the persons and
the number of such persons OF in whose presence the Seal shall be
affixed and, until otherwise so determined, the Seal shall be affixed
in the presence
CAREPLUS of at least
GROUPone (1) Director and counter-signed by
BERHAD
the Secretary or by a second Director or by some other person
appointed by the Directors for the purpose who shall sign every
instrument to which the Seal
INTERPRETATION ANDisDEFINITIONS
affixed and the Directors may by
resolution determine either generally or in any particular case that
Interpretation 1. the signatures
In this Constitution the wordsof any Director,
standing the first
in the Secretary
column or such
of theother
tablepersons
next
Clause appointed as aforesaid may be affixed or reproduced by
hereinafter contained shall bear the meanings set opposite to them respectively facsimile,
in the second autographic or other
column thereof, if not mechanical
inconsistent means
with theprovided
subject orthat the use
context: - of
such is restricted to a certificate, instrument of transfer or other
Definitions Words documents of title in respect of any share, stock, debenture or
Meanings
marketable security created or issued by the Company to be given
Act under
… Thethe Seal of the Company.
Companies Act 2016 The or anyCompany may
statutory exercise the
modification,
powersamendment
of Sectionsor61 to 67
re-enactment thereof for the timepowers
of the Act, and such are
being in
accordingly hereby vested in the Directors.
Official seal for (b)

Applicable The
… Company
All laws, may also have
bye-laws, a sharerules,
regulations, seal pursuant to Section
orders and/or official63
share Laws of the Act.
directions for the time being in force affecting the Company
certificate, etc. and its subsidiaries, including but not limited to the Act, the
ACCOUNTS AND FINANCIAL
in force concerning companies STATEMENTS
and affecting the Company
Keeping and 134. The Directors shall Company cause byproper
the accounting
Securities and other records
Commission to be
and/or kept
other
inspection of whether in a legible or non-legible
relevant regulatory form
bodiesandand/or
shall from time to time determine
authorities.
books of whether and to what extent and at what times and places and under what
account conditions …
Authorised or regulations,
A person who the is
accounting
authorised and
to other
act asrecords
nominee of as
thespecified
Company
or any of them,under
Nominee shallthe
beRules.
opened to the inspection of Members not being
Directors, and no Member (not being a Director) shall have any right of
Boardinspecting
or …any account
The Board or book or paperofofthe
of Directors theCompany
Companyfrom except
timeastoconferred
time.
Boardbyof statute or authorised by the Directors or by the Company in general
meeting. Subject always to the Act, the books of account or records of
Directors
operations shall be kept at the Company's Office or at such other place as
the Directors
Central … think fit and shall
Securities always
Industry be open
(Central to inspection
Depositories) Actby1991,
the Directors.
or any
Preparation 135. (a) The Directors shall cause to be prepared, sent to every Member and
and circulation Central laid…before
Bursa theMalaysia
Company in its annual
Depository Sdn.general
Bhd. ormeeting,
such otherthe name
audited
of audited Depository financial statements and the reports of directors
by which it may be known from time to time. and auditors thereon
financial in accordance to the Act. The interval between the close of a financial
statements Chairman year …of The
the Company
chairman andof thetheBoard
issueofofDirectors.
such reports shall not exceed
and reports of four (4) months or such other period as may be allowed by the Act
directors and Company and/or … the provisionsGROUP
CAREPLUS in the Listing
BERHADRequirements.
(896134-D) including any
auditors change of name from time to time.
thereon
Depository.
33
33
1
Company
Company No.
No. :: 896134-D
896134-D
(b) A copy ofTHE eachCOMPANIES

the audited financial
ACT 2016 statements and reports of
directors and auditors thereon in printed form or in CD-ROM form or
MALAYSIA
in such other form of electronic media or means or any combination
thereof as permitted under the Act and the Listing Requirements,
PUBLIC
shall not lessCOMPANY LIMITED
than twenty-one (21)BY SHARES
days before the date of the
meeting (or such shorter period as may be agreed by all Members
CONSTITUTION
entitled to attend and vote at the meeting), be sent to every Member
of, and to every holder of debentures of the Company , the auditors
of the Company and every OFperson who is entitled to receive notices
of general meeting under the provision of the Act or of this
Constitution, provided that
CAREPLUS this Clause
GROUP BERHAD shall not require a copy of
these documents to be sent to any person of whose address the
Company is not aware (or to the several persons entitled thereto in
consequence of the death or
INTERPRETATION AND bankruptcy
DEFINITIONSof the holder or otherwise)
and which does not appear on the Record of Depositors or the
Interpretation 1. Registerthe
In this Constitution as words
the case may be,
standing in but
the any
first Member
column toof whom a copy
the table nextof
Clause hereinafter contained shall bear the meanings set opposite to them respectively a
these documents has not been sent shall be entitled to receive
in the secondcopy, freethereof,
column of charge oninconsistent
if not application at
withthethe
Office.
subject or context: -
Auditors
Definitions 136. Auditors shall be
Words appointed in accordance with the provisions of the Act and
Meanings
their duties shall be regulated in accordance with the Act.
force orDIVIDENDS AND
any and every RESERVES
other act for the time being in force.
Distribution of 137. Subject to …

Applicable the provisions of the Act,
All laws, bye-laws, the Company
regulations, rules,inorders
general meeting
and/or may
official
dividends Lawsdeclare dividend, but no dividend
directions shallbeing
for the time exceed the amount
in force affecting recommended
the Companyby
the Directors and andthe itsDirectors may,including
subsidiaries, if they think fit from
but not time
limited toto time
the Act,pay
theto
the Members such interim dividends as appear to them to
Listing Requirements and every other law for the time being be justified by the
profits of the Company.
in force concerning companies and affecting the Companyof
No dividend shall be payable otherwise than out
profits of the Company
and any other available if the or
directives Company
requirementsis solvent
imposed or shall bear
on the
interest againstCompany
the Company. by the Securities Commission and/or other
Application of 138. The Directors may, if they think fit from time to time, pay to the Members
profits such dividends
Authorised … Aaspersonappearwho to the Directors totobe
is authorised actjustified
as nomineeby theas profits of the
specified
Company.
Nominee If at any time
under the Rules.the share capital of the Company is divided into
different classes, the Directors may pay such dividends in respect of those
Boardshares
or in the
… capital
The Board of theof Company
Directors of which confer onfrom
the Company the holders thereof
time to time.
Boarddeferred
of or non-preferential rights, as well as in respect of those shares
which confer on the holders thereof preferential rights with regard to dividend
Directors
and provided that the Directors act bona fide, they shall not incur any
responsibility
Central … toSecurities
the holders of shares
Industry conferring
(Central any preferential
Depositories) Act 1991,rights or anyfor
any damage
Depositories that
statutory modification, amendment or re-enactment thereofon
they may suffer by reason of the payment of dividend
Act any shares having for the deferred
time beingor non-preferential
in force. rights. The Directors may
also pay half-yearly or at other suitable intervals to be settled by them, any
dividend which
Central … Bursamay be payableDepository
Malaysia at a fixed rateSdn.if Bhd.
they are of theother
or such opinion
name that
the
Depositoryprofits justify the payment.


Depository.
34
34
1
Company
Company No.
No. :: 896134-D
896134-D
Directors may 139. The Directors may, THEbefore recommending

COMPANIES ACTany dividend, set aside out of the
2016
form reserve profits of the Company such sums as they think proper as reserves which
MALAYSIA
fund and invest shall, at the discretion of the Directors, be applicable for any purpose to
which the profits of the Company may be properly applied, and pending any
PUBLICmay,
such application COMPANY LIMITED
at the like BY either
discretion, SHARES be employed in the
business of the Company or be invested in such investments (other than
shares in the Company) as CONSTITUTION
the Directors may from time to time think fit. The
Directors may also without placing the same to reserve, carry forward any
OF not to divide.
profits which they may think prudent
Payment of 140.
Subject to the rights of persons,GROUP
CAREPLUS if any, entitled
BERHAD to shares with special rights
dividends as to dividend, all dividends shall be declared and paid according to the
amounts paid or credited as paid on the shares in respect whereof the
dividend is paid, but no amount paid or credited as paid on a share in
advance of call shall be treated for the purposes of this Constitution as paid
on the share. All dividends shall be apportioned and paid proportionately to
Interpretation 1. In thistheConstitution
amounts paid the or words
credited standing
as paid in on
the the
firstshares
column of the
during anytable nextor
portion
Clause hereinafter
portionscontained shall in
of the period bear the meanings
respect of which the set dividend
oppositeistopaid; thembut respectively
if any share
in theissecond
issuedcolumn
on terms thereof,
providing if not inconsistent
that it shall rankwith the subject
for dividend as or
fromcontext: -
a particular
date, that share shall rank for dividend accordingly.
Deduction of 141. The Directors may deduct from any dividend payable to any Member, all
dividends Act sums of money, … The if any, presently payable
Companies Act 2016byor himany to the Company
statutory on account
modification,
of calls or otherwise in relation to the shares of
amendment or re-enactment thereof for the time being the Company held by him.in
Dividends due 142. The Directors may retain the dividends payable upon shares in respect of
may be which any person is under the provision as to the transmission of shares
Applicable
hereinbefore … contained
All laws, entitled
bye-laws, to regulations,
become a Member, rules, orders
or which and/or
anyofficial
person
retained until Laws is under those provisions
directions for the time being in force affecting the Company
registration entitled to transfer, until such person shall become
and itsofsubsidiaries,
a Member in respect such sharesincluding but not limited
or shall transfer the same. to the Act, the
Unclaimed 143. The Company in force
shall concerning
enter companies
in its register and affecting
of unclaimed monies, theany
Company
dividend
dividends unclaimed or and any
unaccepted other
for directives
twelve (12) or requirements
months after any imposed
dividend on the
payment
date and the Company
Companyshall by cause a copy of all
the Securities such entriesand/or
Commission in the register
other
to be advertised in the Gazette
relevant regulatory annually
bodies during
and/or the month of March and all
authorities.
such entries shall include unclaimed dividends held up to the end of February
of that year.
Authorised … All unclaimed
A person who or unacceptedto dividends
is authorised act as nominee whichas shall remain
specified
unpaid
Nominee by the Company
under the Rules. within twelve (12) months from the date of such
advertisement shall be paid within fourteen (14) days after expiration of such
period of twelve (12) months by the Company to the Consolidated Trust
BoardAccount
or … upon
and Thesuch Board of Directors
payment, of the of
all liability Company
the Company from time withto time. to
respect
Boardsuch
of dividends shall thereupon cease. During the period of twelve (12)
Directors
months from the date of the aforesaid advertisement, all dividends remaining
unclaimed may be invested or otherwise made use of by the Directors for
Central
the benefit… Securities
of the Company. Industry (Central Depositories) Act 1991, or any
Payment of 144.
Act Any general meeting for the declaring
time beingaindividend force. or bonus may direct payment of
Dividends in such dividend or bonus, wholly or partly by the distribution of specific assets
specie and in particular
Central … Bursa of paid-up
Malaysia shares, debentures
Depository Sdn. Bhd. or debenture
or such other stocknameof any
other
Depository company or in any one or more of
by which it may be known from time to time.such ways and the Directors shall
give effect to such distribution, the Directors may settle the same as they
think expedient, and fix the value for the distribution of such specific assets
or any part thereof and may determine that cash payments shall be made to
any Member upon the footing of the value so fixed in order to adjust the rights
Company …and
of all parties CAREPLUS
may vest any GROUP BERHAD
such specific assets(896134-D)
in trustees including
as may seemany
change
expedient to the Directors. of name from time to time.

Depository.
35
35
1
Company
Company No.
No. :: 896134-D
896134-D
Mode of 145.
Any dividend, interest THEorCOMPANIES
other money payable ACT 2016 in cash in respect of shares
dividend may be paid by cheque or warrant sent through the post directed to the
MALAYSIA
payment registered address of the holder who is named on the Register of Members
or to such person and to such address as the holder may in writing direct or
by way ofPUBLIC
telegraphic COMPANY
transfer orLIMITED electronicBY SHARES
transfer or remittance to such
account as designated by such holder or the person entitled to such
payment. Every such cheque CONSTITUTION
or warrant or telegraphic transfer or electronic
transfer or remittance shall be made payable to the order of the person to
whom it is sent and the payment OF of any such cheque or warrant or
telegraphic transfer or electronic transfer or remittance shall operate as a
good and full discharge
CAREPLUS to the
GROUP Company BERHAD in respect of the payment
represented thereby, notwithstanding that in the case of payment by cheque
or warrant, it may subsequently appear that the same has been stolen or
that the endorsement
INTERPRETATION thereon has AND been forged. Every such cheque or
DEFINITIONS
warrant or telegraphic transfer or electronic transfer or remittance shall be
Interpretation 1. In thissent at the risk the
Constitution of the person
words entitledintothe
standing the first
money thereby
column of represented.
the table next
CAPITALISATION OF PROFITS
Capitalisation 146. The Company in general meeting may upon the recommendation of the
of profits by Act Directors resolve
… Thethat it is desirable
Companies Act to capitalise
2016 or anyany part of the
statutory amount for
modification,
bonus issue the time being standing to the credit of the financial
amendment or re-enactment thereof for the time being statements or otherwise
in
etc. available for distribution,
force or any and every other act for the time being in free
and accordingly that such sum be set force.for
distribution amongst the Members who would have been entitled thereto if
distributed…
Applicable by way of dividend
All laws, bye-laws,and regulations,
in the same rules, proportions
orderson condition
and/or that
official
Laws the same be not paid in cash
directions for thebut be being
time applied in either in or towards
force affecting paying up
the Company
any amounts forand theitstime being unpaid
subsidiaries, on anybut
including shares held bytosuch
not limited Members
the Act, the
respectively orListing
payingRequirements
up in full unissued shares or debentures
and every other law for the time being of the
Company to be in allotted and distributed,
force concerning companies credited as fully paid
and affecting up to and
the Company
amongst such Members
and any other directives or requirements imposed one
in the proportion aforesaid, or partly in the way
on the
and partly in the other, andbythethe
Company Directors shall give
Securities effect to such
Commission and/orresolution.
other
Director’s duties 147. Whenever such a resolution as aforesaid shall have been passed, the
and powers in Directors …
Authorised shallAmakepersonallwho appropriations
is authorisedand to actapplications
as nominee of as
thespecified
undivided
capitalisation Nomineeprofits resolved to bethe
under capitalised
Rules. thereby, and all allotments and issues of
fully paid shares or debentures if any, and generally shall do all acts and
Boardthings
or required
… The to give
Board effect thereto, with
of Directors of thefullCompany
power to from
the Directors to make
time to time.
Boardsuch
of provision by way of crediting the Securities Accounts of the allottees
with such shares or by payment in cash or otherwise as they think fit for the
Directors
case of shares or debentures becoming distributable in fractions, and also to
Centralauthorise …any Securities
person to enter on (Central
Industry behalf ofDepositories)
all the Members entitled
Act 1991, orthereto
any
into an agreement
Depositories statutorywithmodification,
the Company providing or
amendment forre-enactment
the allotmentthereof
to them
Act respectively, credited
for the timeas fully paid
being inup, of any further shares or debentures to
force.
which they may be entitled upon such capitalisation, or (as the case may
Centralrequire) for
… the Bursa payment
Malaysia up Depository
by the Company Sdn. Bhd. onortheir
suchbehalf, by the
other name
application
Depository thereto of their respective proportions
by which it may be known from time to time. of the profits of the amounts
remaining unpaid on their existing shares, and any agreement made under
such authority
Chairman … The shallchairman
be effective andBoard
of the binding on all such Members.
of Directors.


Depository.
36
36
1
Company
Company No.
No. :: 896134-D
896134-D
Company
No. 896134-D
LANGUAGE
LANGUAGE
LANGUAGE
LANGUAGE
Translation 148. Where
Where any THEminute
any accounts,
accounts, COMPANIES
minute books
books oror ACT
other2016
other records
records required
required toto be
be kept
kept byby
Translation 148.
Translation
Translation 148.
148. the
Where
the
WhereAct are
any
Actany not kept
accounts,
areaccounts, in
minute
not kept minute MALAYSIA
the Bahasa
books
in the books
Bahasa or Malaysia
or other
other
Malaysia or
or English
records
records requiredlanguage,
English
required to be keptthe
be kept
language,
to by
the
by
Directors
the
Directors
the Act shall
Act are
are not cause
shallnot kepta
cause
kept true
in
a in
truethetranslation
the Bahasa of
translation
Bahasa of such
such accounts,
Malaysia
Malaysia or
accounts, minute
or English books
books and
language,
minute
English language, the
and
the
other
other records
Directors
Directors shallto
shall
PUBLIC
records be
be made
tocause
cause a
COMPANY
made from
a true
from
true time to
to time
translation
LIMITED
time
translation of
time at intervals
of such
atBY SHARES
intervals
such of
of not
accounts,
accounts, more
more than
notminute
minute books
than
booksseven
and
seven
and
(7)
(7) days
other
otherdays and
records toshall
be
andtoshall
records cause
made
cause
be made from
from such
time
such translation
to time at
time translation to be
intervals kept
of
to be kept
to time at intervals not with
more
of notwith the
morethethan original
seven
thanoriginal
seven
accounts,
(7)
(7) days
days and
accounts, minute
minute
and shallbooks
shall cause
books
cause and
andsuch
suchother records
translation
other records to
translation forbeso
forbe
to long
sokept as
as the
longwith
kept with the original
original
accounts, minute books CONSTITUTION
and other records are required by the Act to
minute
accounts, minute books
minutebooks
booksand and
and other
other records
records
other for so
are required
records long
for so long to be
by theasActthe
as the be kept.
original
kept.
original
accounts,
accounts, minute books and other records are required by the Act to be kept.
minute books and other records are required by the Act to be kept.
OF
NOTICES
NOTICES AND/OR AND/OR DOCUMENTS DOCUMENTS
CAREPLUSNOTICES
NOTICES GROUP AND/OR
AND/OR BERHAD DOCUMENTS
DOCUMENTS
Service
Service of
of 149.
149. (a)
(a) Notice
Notice of of all
all Members
Members meetings meetings of of the
the Company
Company shall shall be be given
given by by the the
Service
notices
notices of
and/or
Service and/or
of 149. (a)
149. (a) Notice
Company
Company
Notice of all of all
to Members
the
toMembers Members
the Members meetings
meetings in the of the
manner
in theofmanner Company
the Company set out shall
in
set out shall be
Clause
in Clause given
be given 62. by the
62. by the
notices
documents
documentsand/or
notices and/or Company
Company to the Members
to the Members in
INTERPRETATION in
AND the manner
manner set out in Clause 62.
theDEFINITIONS set out in Clause 62.
documents
documents (b)
(b) Any notice
Any notice and/or
and/or documents
documents may may be be served
served by by thethe Company
Company or or thethe
(b) Any notice
Secretary
Secretary
Interpretation 1. In this(b)Constitution
Any the words standing in the first column of the table nextthe
notice and/or
to
to the
the
and/or documents
Members
Members
documents either
eithermay
may in
in be
hard
hard
be served
copy
copy
served by
or
or
by the Company
electronic
electronic
the Company means
means or
or or
or
the
Clause Secretary
partly
partly
Secretary in
in to
hard
hard
to the
the Members
copy
copy and
and
Members either
partly
partly
either in
in in hard
electronic
electronic
in
hereinafter contained shall bear the meanings set opposite to them respectivelyhard copy
copy or
means,
means,
or electronic
where
where
electronic means
a
a
means notice
notice or
or
partly
in the secondand/or
and/or
partly
column indocuments
in hard copy
documents
hard
thereof, copy and
served
served
and
if not partly
partly
inconsistentin inhard
in in electronic
hard withcopy,
copy,
electronic means,
can
can either
means,
the subject where
either
orwhere
context:be
be aa served
notice
served
notice
-
and/or
personally
personally documents
and/or documents or through
or through served
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in
harda copy,
prepaid
a prepaid can
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can eithereither
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addressed is served
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to the by
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by
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way
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electronic
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means registered address;
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address; or
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electronic
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platform
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it is served by
by
Act way
way of
maintained
maintained
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by
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electronic means
the
the
means Company
Company(including
(including or
or
… The Companies Act 2016 or any statutory modification, using
third
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parties
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and/or
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with the
the Act,
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stating
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that:
 the theandplace,
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and time of
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A Member’s address, address, electronic
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details
details provided
… Aprovided
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address, to Bursa
to Bursa
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iselectronic
authorised mail
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shall
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act be and
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as nominee any
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as the contact
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contact
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last
service
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known
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details underprovided
address,
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provided the to to Bursa
electronic
electronic Depository
Bursa Depository
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mail address shall
address be
shall beand deemed
and
deemed contact
contact as
as thethe last
details
details
last
known
respectively
respectively
known address, address,for the electronic
purposes
for theelectronic
purposes mail mail
of address
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of communication and
address and including contact
including
contact but details
but
detailsnot
not
Board or respectively
limited
limited
respectively
… The to service
to service for
for the
Board the
of purposes
notices
ofofnotices
purposes
Directors and/or
and/orof
ofofthe communication
documents
documents
Companyto
communication to
fromthe
theincluding
Member.
Member.
including
time but
but not
to time. not
Board of limited
limited to to service
service of of notices
notices and/or and/or documents
documents to to the
the Member.
Member.
When service
When service 150.
150. (a)
(a)
Directors Any
Any notice
notice and/or
and/or documents
documents shall shall be be deemed
deemed to to have
have beenbeen servedserved
When
deemed
deemed service
When service 150.
150. (a)
(a) Any
by
by
Anythe notice
the and/or
Company
Company
notice todocuments
a
and/ortodocuments Member:-
a Member:- shall
shall be deemed to have been served
be deemed to have been served
deemed
effected
effected
deemed Central by
by … the Company
the Company to
SecuritiestoIndustry a Member:-
a Member:- (Central Depositories) Act 1991, or any
effected
effected Depositories (i)
(i) If served
served by
Ifstatutory by post,
post, shall
modification, shall be be deemed
deemed to
amendment be
toor served
bere-enactment
served on on the thethereof
day the
day the
Act (i)
(i) If served
prepaid
prepaid
Iffor
served
the time by
letter,
letter,post,
by post, shall
envelope
envelope
being shall be ordeemed
wrapper
beordeemed
in force. to be
wrappertocontaining served
containing
be served such on
such the day
day the
notice
on thenotice or
or
the
prepaid
document
document
prepaid letter,letter,
is envelope
envelope or wrapper containing such notice or
posted.
is posted. or wrapper containing such notice or
Central … document
document
Bursa Malaysia is
is posted.
posted. Depository Sdn. Bhd. or such other name
Depository (ii)(ii) If
Ifbyserved
whichby
served byit way
mayof
way ofbeelectronic
electronic
known from means,
means,time shall
shall
to time. be
be deemed
deemed to to have
have
(ii)
(ii) If served
been
been
If servedserved
served by way
by wayon
on ofofthe
theelectronic
day
day itit had
electronic means,
had
means,been shall
beenshall be deemed
transmitted
transmitted
be deemed to to have
to the
the
to have
last
last
Chairman been
known
… known
been served
The chairmanelectronic
electronic
served on
onofthethe
mail
mail
the day
day it
address
address
Board had
it had been
of the transmitted
Member;
of thetransmitted
been
of Directors. Member; unless to
to the last
the
unless the
the
last
known
sender
sender
known receiveselectronic
receives
electronicanmail an mail address
automated
automated
addressdelivery of
deliverythe Member;
failure
of the failure
Member; notice
notice unless
after
after the
unless the
Company sender
… communication
communication
sender
CAREPLUS receives
receives GROUP an
an automated
has
has been
been
automated delivery
transmitted.
transmitted.
BERHAD delivery failure notice
notice after
failure including
(896134-D) afterany the
the
communication
communication
change of name has
has frombeen
been time transmitted.
transmitted.
to time.
(iii) If
(iii) If posted
posted on on thethe Company's
Company's website, website, on on the the date
date the the notice
notice
Depositor (iii)
(iii) If
If posted
and/or
and/or
posted on
documents
documents
on the
the Company's
is
is first
first
Company's made
made website, on
available
available
website,
… A holder of a Securities Account established by the Central on the
on
on
the date
the
the
date the notice
Company’s
Company’s
the notice
and/or
website,
website,
and/or
Depository. documents
and it shall
and it shallisbe
documents isbefirst
made
made
first made
made available
available
available
available on
throughout
throughout the Company’s
on the Company’s the period
the period
website,
website, and and itit shall
shall be be made
made available
available throughout
throughout the the period
period
37
37
37
37
37
1
Company
Company No.
No. :: 896134-D
896134-D
beginning from the date ofACT

THE COMPANIES the notification
2016 referred to in above
until the conclusion of the meeting.
MALAYSIA
In the event that service of a notice and/or document via electronic
PUBLIC
mail COMPANY
is unsuccessful, LIMITED must
the Company BY SHARES
within two (2) market days
from discovery of delivery failure, make alternative arrangements for
service by servingCONSTITUTION
the notice and/or document in hard copy or any
other electronic means.
(b)
OF
A notice, document and/or information served by means of
publication in at least one nationally circulated Bahasa Malaysia or
CAREPLUS
English daily newspaper GROUP BERHAD
or in writing to the Exchange shall be
deemed to have been given or received by the intended recipient
when it was first published in such daily newspaper or the
INTERPRETATION
Exchange's website. AND DEFINITIONS
(c)
Interpretation 1. In this Constitution the words
The accidental standing
omission in the
to give anyfirst column
notice of anyof meeting
the table
to next
or the
non-receipt of any such notice by any of the members shall not
in the secondinvalidate
column thereof, if not inconsistent
the proceedings with themeeting
at any general subjector orany
context: -
resolution
passed thereat.
Notice and/or 151. A notice and/or documents required to be sent to Members may be given by
documents in Act the Company … to ThetheCompanies
persons entitledAct 2016 or any
to a share statutory modification,
in consequence of the death
case of death or or bankruptcy amendment
of a Member or re-enactment
by sending it thereof
through for the time
representatives beingofinthe
bankruptcy deceased or force
assignee or any
of and
the every
bankrupt other
or by act for
any the
like time being
description, inatforce.
his last
known address, in any manner in which the same might have been served if
the death or
Applicable … bankruptcy has not occurred.
All laws, bye-laws, Every
regulations, person
rules, whoand/or
orders by operation
official of
Laws law, transfer, transmission
directions forortheother
timemeans
being whatsoever
in force affectingshall become
the Company entitled
to any share, shall
and its subsidiaries, including but not limited to the Act, the of
be bound by every notice and/or document in respect
such share which,
Listingprior to his name
Requirements andand/or
everyaddress
other lawbeing
for theentered
time being in the
Register or Record of Depositors, as the case may be,
in force concerning companies and affecting the Company as the registered
holder of such share, shall have been duly given to the person from whom
he derives the and any
title to other
such directives or requirements imposed on the
share.
Who may 152. (a) Notice relevant
of everyregulatory
general bodies
meeting and/or
shallauthorities.
be given in a manner
receive notice of hereinbefore specified to: -
general meeting Authorised … A person who is authorised to act as nominee as specified
Nominee (i) under Member;
every the Rules.
Board or (ii) … every

The Board of entitled
person Directorstoofa the Company
share from timeoftothe
in consequence time.
death
Board of or bankruptcy of a Member who, but for his death or
Directors bankruptcy, would be entitled to receive notice of the meeting;
Central (iii)… the auditorsIndustry

Securities for the (Central
time being of the Company;
Depositories) Act 1991, or any
Act (iv) the Directors
for the of theinCompany;
time being force. and
(v) the Stock Exchange.

Depository
(b) by which
All notices it may
and/or be knownserved
documents from timefortoand
time.on behalf of the
Company or the Directors shall only be effectual if it bears the name
Chairman of … The chairman
a Director of the Board
or the Secretary or ofa Directors.
duly authorised officer of the
Company and which are issued by order of the Board pursuant to a
Company resolution
… CAREPLUS GROUP
duly passed by theBERHAD
Board. The (896134-D)
signature including any to
to any notice
be given by the Company may be written or printed.
Depository.
38
38
1
WINDING UP
Distribution of 153.
MALAYSIA
If the Company is wound up and the liquidator may, with the sanction of a
assets in specie special resolution of the Company, divide amongst the Members in kind the
whole or any PUBLICpart ofCOMPANY
the assets LIMITED of the Company BY SHARES (whether they consist of
property of the same kind or not) and may for that purpose set such value as
he deems fair upon any CONSTITUTION
property to be divided as aforesaid and may
determine how the division shall be carried out as between the Members or
different classes of Members. The OF liquidators may, with the like sanction, vest
the whole or any part of any such assets in trustees upon such trusts for the
benefit of the contributories
CAREPLUS as GROUP
the liquidator, BERHADwith the like sanction, think fit,
but so that no Member shall be compelled to accept any shares or other
securities whereon there is any liability.
Sharing of loss 154. Save that this Constitution, shall be without prejudice to the rights of holders
and excess
Interpretation 1. In thisofConstitution
shares issued theupon
wordsspecial termsinand
standing theconditions
first column the offollowing provisions
the table next
Clause shall apply: -
(i) if the Company shall be wound up and the assets available for
Definitions Words distribution
Meaningsamong the Members as such, shall be insufficient to
repay the whole of the paid-up capital, such assets shall be
Act distributed so that as nearly
… The Companies Act 2016as may orbe thestatutory
any losses shall be borne by
modification,
the Members in proportion to the capital paid
amendment or re-enactment thereof for the time being up, or which ought in to
have been
force or any and every other act for the time being in force.the
paid up at the commencement of the winding-up, on
shares held by them respectively; and
Laws (ii) if in adirections
winding-up for the
the assets
time being available
in forceforaffecting
distribution among the
the Company
Members and its subsidiaries, including but not limited to the Act, of
shall be more than sufficient to repay the whole thethe
capitalListing
paid up at the commencement of the winding-up,
Requirements and every other law for the time being the excess
shall be distributed
in force amongcompanies
concerning the Members andinaffecting
proportion theto the capital
Company
paid up, or which ought to have been paid up
and any other directives or requirements imposed on the at the commencement
of the Company
winding-up,by on the
the shares
Securitiesheld Commission
by them respectively.
and/or other
Liquidator’s 155. On the voluntary liquidation of the Company, the liquidator shall be entitled
fees in to receive…
Authorised salary or remuneration
A person as prescribed
who is authorised to actunder the rules.
as nominee as specified
voluntary Nominee under the Rules.
liquidation
Board of SECRECY CLAUSE
Directors
Secrecy 156. Save as may be provided by the Act, no Member shall be entitled to enter
Centralinto or upon… or inspect any
Securities premises
Industry (Central or Depositories)
property of the ActCompany
1991, or anynor to
require
Depositories discovery of any information respecting any detail
statutory modification, amendment or re-enactment thereof of the Company's
Act trading, manufacturing
for the timeor any
beingmatter
in force.which is or may be in the nature of a
trade secret or secret process which may relate to the conduct of the
Centralbusiness of … theBursa
Company and which
Malaysia Depository in theSdn.
opinion
Bhd. of or
thesuch
Directors, it would
other name
be
Depository inexpedient in the interest of the
by which it may be known from time to time.Members of the Company to
communicate to the public.


Depository.
39
39
1
INDEMNITY
Indemnity and 157. MALAYSIA
Subject to the Applicable Laws, every Director, Auditors, Secretary and other
insurance for officers (as defined in the Act) for the time being of the Company shall be
the Company’s PUBLIC
indemnified COMPANY
out of the assets of LIMITED BY SHARES
the Company against any liability incurred
officer and or sustained by him in or about the execution of his duties of his office or
auditor CONSTITUTION
otherwise in relation thereto, and the Company may effect insurance for such
persons against such liability.
OF
CAREPLUS ALTERATIONS
GROUP BERHAD
Company may 158. Subject to this Constitution, no amendment whether by way of rescission,
alter or amend alteration or addition shall be made
INTERPRETATION to this
AND Constitution unless the same has
DEFINITIONS
constitution been passed by a special resolution.
in the second columnEFFECT OFifTHE
thereof, LISTING REQUIREMENTS
not inconsistent with the subject or context: -
Effect of the
Definitions 159.
Words(a) Notwithstanding
Meaningsanything contained in this Constitution, if the Listing
Listing Requirements prohibit an act being done, the act shall not be done.
Requirements Act … The Companies Act 2016 or any statutory modification,
(b) Nothingamendment
contained inorthis Constitutionthereof
re-enactment prevents
foranthe
acttime
beingbeing
doneinthat
the Listing Requirements require to be done.
(c)
Applicable If the
… Listing
All laws,Requirements require anrules,
bye-laws, regulations, act toorders
be done or not
and/or to be
official
Laws done, authority
directionsisfor
given for that
the time act in
being toforce
be done or notthe
affecting to Company
be done (as
the case may be).
(d) If the Listing
in force Requirements require this
concerning companies and Constitution
affecting the to contain a
Company
provision and they do not contain such a provision,
and any other directives or requirements imposed on thethis Constitution
is deemed to contain
Company by that
the provision.
Securities Commission and/or other
(e) If the Listing Requirements require this Constitution not to contain a
Authorised provision
… A personand theywho contain such to
is authorised a act
provision, this Constitution
as nominee as specified is
Nominee deemed not to contain
under the Rules. that provision.
Board (f)
or If any
… provision
The Boardofofthis Constitution
Directors of the is or becomes
Company from inconsistent
time to time.with
Board of the Listing Requirements, this Constitution is deemed not to contain
Directors that provision to the extent of the inconsistency.
Central(g) Notwithstanding anything(Central

… Securities Industry contained in this Constitution,
Depositories) Act 1991, ornothing
any
Depositories herein contained shall prevent the Directors from
statutory modification, amendment or re-enactment applying to the
thereof
Act Exchange for a waiver from compliance
for the time being in force. or observance of any of the
Listing Requirements. In the event the compliance or observance of
Central such
… Listing Requirements
Bursa Malaysia are Sdn.
Depository waivedBhd.byor the
suchExchange,
other namethe
Depository Company shall not be required to comply with
by which it may be known from time to time. any of this Constitution
relating to those Listing Requirements in respect of which compliance
Chairman or …
observance has been
The chairman waived
of the Boardbyofthe Exchange.
Directors.


Depository.
40
40
1

Careplus Group Berhad - Appendix A - Constitution

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(Company No. 896134-D)

(Company No. 896134-D)

PROPOSED NEW CONSTITUTION OF

CAREPLUS GROUP BERHAD

This is the Appendix A referred to in Agenda 8 of the Notice of 9th

AGM”) of Careplus Group Berhad dated 30 April 2019.

Central Central… Bursa…

Central … Securities Industry (Central Depositories) Act 1991, or any

Depositor … A holder of a Securities Account established by the Central

Interpretation 1. In(ii)this Constitution

Variation of 9. Subject to Section

Ranking of 10. The rights conferred

Depositor … A holder of a Securities Account established by the Central

Trust not to 13.

Allotment Subject to the Act,

Certificates 17. (a) Subject to the Act, theCOMPANIES

(c) Every certificate shall be issued under

Act (ii) the

(d) Subject to…

Chairman … The chairman of the Board of Directors.

Company … CAREPLUS GROUP BERHAD (896134-D) including any

Depositor … A holder of a Securities Account established by the Central

LIEN ACT 2016

Central … Securities Industry (Central Depositories) Act 1991, or any

Depositor … A holder of a Securities Account established by the Central

Effective 23. A call shall be deemedTHEto have been made ACT

Capital paid The Directors may, ifamendment

Central (ii) if…he holds

Closing of 34. The Register and/or Record of Depositors may

36. Words Meanings

Depositor … A holder of a Securities Account established by the Central

Applicable … All laws, bye-laws, regulations, rules, orders and/or official

Company … CAREPLUS GROUP BERHAD (896134-D) including any

Depositor … A holder of a Securities Account established by the Central

Notice of 62. Every notice convening THEmeetings shall be ACT

(i)in the case INTERPRETATION

Omission to 66. The accidental omissionTHEtoCOMPANIES

Company … CAREPLUS GROUP BERHAD (896134-D) including any

Depositor … A holder of a Securities Account established by the Central

Polls 71. A resolution put to vote at any

Notice of 87. No person not beingTHE a retiring Director shall

Directors’ 92. Board

(vi) is removed from his office of Director by resolution of the Company in

Depositor … A holder of a Securities Account established by the Central

Director may 106. Any Director may INTERPRETATION

Definitions Words Meanings

Chairman … The chairman of the Board of Directors.

Company … CAREPLUS GROUP BERHAD (896134-D) including any

Depositor … A holder of a Securities Account established by the Central

Quorum of 109. The quorum necessaryTHEforCOMPANIES

(i) OF agreed by Directors in telephonic

Directors may 112.Authorised

Depositor … A holder of a Securities Account established by the Central

Restriction 114. Subject to the Act, aTHE

(ii) any arrangement for the giving

Central … Bursa Malaysia Depository Sdn. Bhd. or such other name

Chairman … The chairman of the Board of Directors.

Company … CAREPLUS GROUP BERHAD (896134-D) including any

Depositor … A holder of a Securities Account established by the Central

Power of 121. The Directors

Meeting of 122. (a)

Depositor … A holder of a Securities Account established by the Central