Technical Briefing for Company Secretaries: Reena ou TURES ea Poe Ul fener cmt) eng eer) Agenda Bonus Issue Framework Corporate Website & ICN 1 of 2018 Deletions in Paragraph 9.19 Material Variation Change of Financial Year End Exceeding 18 Months Non-RPT Framework RPT Framework RRPT FrameworkRecent Developments Bonus Issue Framework General Rule Principal Adviser Submits application Exceptions: Stand-alone Bonus issue (specified 81) Stand-alone Share Split (specities s. spit)P. Bonus issue Fuss2en framework Bonus issue by way of capitalization — > Conventional br retained 4 value enanter BONUS issue Ce Shave capi f Nil consideration —> Akin to share bonus issue split of shares ep hance theres 5 Bonus issue framework Bonus issue by way of capitalization Subject to Pricing Condition Nil consideration J a bonus issue WAR rove) | SBE Page § Para 6.014) RMO. 50. RMO. 20~|~ the application date F Pricing Condition Main Market Share price adjusted for a bonus issue = RMO0.50 based on for listing & quotation — daily VWAP share [yond 5 au" price during the 3- month period before / Application to Bursa Para 6.80(1A) Paragraph 2.0 6 PN28 , Summ Share price adusted —Z Pricing 7 Nai Stand-alone Bil for BI based on daly dior \YWAP for 3 months conical |? prior todate of += —————_ Objective: application Date of avoid “ > RMO.50 LZ application <_< Bursa approves listing application & dratt circular Listing of Submit listing Nate of aie po bons application & draft shares circular to Bursa Announce proposal Page 8Whetatont NER vee Retained Profits RM12.3m| To capitalise RM10.0m Basis 1 Existing no. of | 100.0m shares No. of BI shares 100.0m Enlarged no. of shares 200.0 | —awo.75-Ayo.ss —> | Do not meet xt \ WwW \ pricing condition Adjusted for BI = RM0.37—RM0.47 < RM0.50/ orig on Ping Contino use mci cy WAP Page tustaion2 NBR were! Retained Profits RM12.3m| \ h To capitalise © RM10.0m| Basis gd Existing no. of | 100.0m shares No. of BI shares Enlarged no. of shares | —Aao75 - Atwo.se —> | ‘West pricing *% condition Adjusted for BI = RM0.50—RMO0.63 = RMO.50 For ilistration only — Ping Condition to use S-manth dally VWAP [new sh fev avery sh hele [news oh Cor tary 256Bonus issue framework Bonus issue by way of capitalization —> Sufficient reserves as Company level Para 6.30(2) Not applic No c of Retained fie Total RM Rw ‘ted 96a 90 Jona 2016 saranost 5.002698 tees ‘Aeron to be captaled pursuant io @248404) @teoga2t) 399.629) ‘he Pepoved Bonus esue Estimated expences foto Propose 75000) (75.000) [Mtr tho Proposed Bonus Issue. _aumaote —aasaaT No. of, Shares ORM Issued and paid-up share capital as 68,080,750 68,080,750 atthe LPD®) Sharesto be issued pursuant 33,949,625 | 933,949,625 to the Proposed Borus issueFAQ 6.29 Bonus issue framework t f capitalization Sufficient reserves as Company level Nil consideration bonus issue ———> Not applicable No capitalization of reserves Pago 14Nil Consideration Bonus Issue (without capitalization of reserves) Peseta FAQ 6.29 Moot Shares Rit ‘As atthe LPD 364551 582 32217 87 ‘Transfer of share premium to | =| 330,440,408 share capital as per he Act 564 551,382 SEB To be issued pursuant to the 677,437,658 | Proposed Bonus Issue of Shares D> 1.247, 969,060 > 042,658,305 | To be Issued pursuant othe ful 169,959,414 269,281,468, ‘exorcise of Bonus Warrants Enlarged issued share capital 1.411,328,458 917,898,773. Pages Nil Con: Not applicable for sideration Bonus IssueListed SE Issuer Submits application ERA Without Principal Adviser Bursa 7 Annexure PN28B, Parts A & B > Sv Page x7 Agenda Bonus Issue Framework Corporate Website & ICN 1 of 2018 Deletions in Paragraph 9.19 Material Variation Change of Financial Year End Exceeding 18 Months Non-RPT Framework RPT Framework RRPT Framework lot 4 pages #P Hlug handentICN 1 of 2018 Corporate Website 2009 2012 wr bee Para/ Rule CD Guide, 9.21 Page 44 Recent Developments Corporate Website & 2016 Reminder, 20 Jan 2016 2018 2019 : ICN 1/2018 Technical Briefing 2019] 10*K Corporate Website Timeliness Announcements Key matters discussed at AGM Corporate Website Other matters Up-to-date Analyst briefings Contact details of Current observations 3 days to > 1 week > 1 month Expectations <1 day ASAP & <1 month # #.4.2, AGM Guide 2016 Page 21 Designated Person ———> Name, email address & contact number Net a ene bat 0 guide a 1Agenda Bonus Issue Framework Corporate Website & ICN 1 of 2018 Deletions in Paragraph 9.19 Material Variation Change of Financial Year End Exceeding 18 Months Non-RPT Framework RPT Framework RRPT Framework Recent Developments = Deletions in Paragraph 9.19 Pope 24 12Deletions in Para 9.19 Re-organization of group structure Becoming or ceasing to be subsidiary Re-organization 1 104 Sub B Tews Associated | Sub D becomes direct subsidiary of Listed Issuer ne anncunce ment \ Is wequsirecl as Sub D is SHI a wshsly ounce 13Re-organization 2 100% 100% 60% t Sub A Sub B Sub C Joo Joos 440% Co Beantgunend! | poo Vos - ao there ts ne Associated 1 cleanse FFectiel _ Co _i interest > suit ao7, excited Ce Sub D Associated | Associated company becomes 40%-owned by Sub D Pag 27 Re-organization 3 100% 100% 60% Sub A Sub B Sub C_|-—~ fron os Sub D Associated T Co. Sub C becomes 60%-owned by Sub D ued 14Re-organization 4 [iow roe dow 40), Sub A Sub B Subc |<—N¢l de Yor too Sub D Associared 1 SubD te Compete te ah \ Sub D becomes ay announcersart 100%-owned by ) [is equi > subsidiary of Sub ¢/ Piv.0nlg) -< Deletions in Para 9.19 Becoming or ceasing to be subsidiary 1sNot required Becoming or ceasing to Effective eA) be subsidiary $6.18 ci we sora set omens Deseoten Su serape sw oRmie couse INCORPORATION OF COMPANY sw "he Corpany)wishos to annus that on 8 Aupas 2018, re Company had incorporad 75.18 omed subsfay. SWME Sdn Bt (SWME") Incorporation ‘SWE pirate Ime company nd ne Companies Act 208 andes apa p capil of R,000 camring 000 ednary shares Site pnialyengagedin he buss of rang and istbton of food rested produ. kis crenty dormant. Ne ABC is dtacorandshareholerot SW Helsslsodtector an sharchaler of ‘SINE by vive of is 108 ext inarest in SPIE Sav a dscosed, none ofthe Decors andor major shareholders of SW andl parsons conaced tt ave ary inares, ec erndect inthe Incapoation The srnouncemerts eat 7 ugst 2019, " Not required Becoming or ceasing to Effective Ss be subsidiary, 3.6.19 ed = — sate omens omcibon amped XH 2 tiny, 2 seinvarematic aemetomensledmds ceregiraloncl —X__—-Hotals RyLtd( X Holl) an indtctwholl-ouned subsiiary of 202 ade th te Auta Secures and estan Cormisn CASI") on 13 May 2018 Hotels hasbeen deegistre on 17 July 2018, ‘The Company Summary on he deregitaton of X Hotels was published bythe ASIC and exvacted om ASIC's database on 18.) 2018, The derejtation of X Hotels wil not havea material eet onthe eanings ona asses ofthe XYZ Group rte financial yer ending 34 December 2018 None ofthe dretors armor sharcholis of xYZ_—_arpavsanscamecte otha has any interest, dct or indent he sald deregistatn, “This announcements ated 18 Jy 2018, 16Other deletions in Para 9.19 (a) Saas + - PL-Gt} roche; Ly (para 13.02) (i) ajc tetitatinl centaur isu sev estes iy 5 me on wa lps cc (para 13.04 & 13.20) Agenda Bonus Issue Framework Corporate Website & ICN 1 of 2018 Deletions in Paragraph 9.19 Material Variation Change of Financial Year End Exceeding 18 Months Non-RPT Framework RPT Framework RAPT FrameworkRecent Developments Material Variation Terme of payment change > T het oppte gerscal o proce. ion to proposals. previously advises to nme approved by shareholders, such variation i tu infiorm subject to shareholders approval fy Buse Ades of the le Fev P 6.0 F there ts 2 fu iis Paragraph 8.22 Reasonably expected to have a material effect on decision of shareholders at general meeting Material vari [_, change in utilization of proceeds from IPO or new issuance of =3e 2 25% of total proceeds 18Material variation Wax] baaizot | FO] —Aetaal | lance | Reviione [Bi Unitiation | rsceds | uation | “iro | to | ual SS (@'000) | “as at 30" | Proceeds | Utitsation | = er ) 000) Ph es | 0 4 . 7 Repayment | woe] — VOT 5 T =] |lBros0 = still a ot ank variation ron | Z| rekase of | 36,000] 15,000) 200] ay 00 saupnent (13,200) | chines | | 3 Biinated | 300] a 00 ting expats | Purchase oF 5 3005 73,000 land | Fora |, 805000 | 29,000.) 23,000 = ooo Page? , y Wf Ciemlar disc \ thet dhe balance 1P¢ \ procents may use \ for sorreing capital Y \ S advisable te monk \ anncunamen? $0 \ Infor shareholder fF this clange (Fane. 2.28A) => Including variation of proceeds | from disposal of asselS under | Chapter 10 Variation RM13.0m“ RM50.0m = 13.0m/50.0m x 100 26% = Material Variation Ly Shareholders - EGM 1 19Agenda Bonus Issue Framework Corporate Website & ICN 1 of 2018 Deletions in Paragraph 9.19 Material Variation Change of Financial Year End Exceeding 18 Months Non-RPT Framework RPT Framework RRPT Framework aga a9 Recent Developments Change of Financial Year End Exceeding 18 Months 20Paragraph 9.23 Current Last FYE FYE New FYE <— 12months —> |<=7 months—>} = 14 ronti}s 31 Dec 2018 31 Dec 2019 31 Jul 2020 Financial period ending 31 July 2020 ( > 18 months) (Rudiinterim or sh perio require financial period RE — Possible Exceptions / FRCsa0B | Change of FYE > 18 months to: \\Coincide FYE of holding company; or + Undergo corporate restructuring «3 °'" involving mergers & acquisitions may doom £4 24Recent Developments Bonus Issue Framework Corporate Website Paragraph 9.19 Deletions Material Variation Change of Financial Year End Agenda Bonus Issue Framework Corporate Website & ICN 1 of 2018 Deletions in Paragraph 9.19 Material Variation Change of Financial Year End Exceeding 18 Months Non-RPT Framework RPT Framework RAPT Framework Chapter 10 buen RPT ay L RRPT Cony Ate PRA Of subject 4 sae ragaretons) i¢ € PN ID 22iV Common Pitfalls Re Non-RPT Framework Non-RPT Framework Disposal of Developmental Rights Deemed Acquisition Deemed Disposaltransactions includes any of the following actions undertaken by a listed issuer: (aa) disposing of; or (bb) granting, accepting, exercising or — discharging an option or any other right or obligation, present or future, } conditional or unconditional, to dispose / of, / a listed issuer's developmental rights, all or / substantially all its rights, benefits or control / inan asset Para 10.020yi) Pago 7 Non RPT —extended detintion recive 3112) / a) re Outright or option... to dispose A ovner developmental rights (s|> *'~ 24FRLC is a [ Disposal of developmental rights; Chapter 10 applies PLOT (land owner) Land If joint venture = Ordinary course of business Not acquisition & ** p™perty Chapter 10 does not apply PLO2 (developer agreement ) pica catt pay ¢ 4o PLe lover /) iw. aavaiog If joint venture = Ordinary course of business Not acquisition Chapter 10 does not apply PLO2 (developer) Guide for JDA: Share of risk and rewards over the development period? Ifo, then acauisition of developmental rights by PLC 2 Pa rust catioly Ais Rees Jaeveleper (dnd ownse antitloner the duration of nh. act (ook ot the vegan ferns. 0 ient hs ag raemant [Ponty share 08 risl but net te consult Bursg 25Guide to JV: Acquisition of Share of risk and rewards developmental rights over the development period? aaa Shareholders’ No Approval (by PLC 2) PLO® (developer) ¥ Development period = 3 years Paymand (s Le Saabrng that cepted for Uispesal of davelop™ ¥ Terms of payment («pf Hot over the . ai = 10% upon execution dadeloprerrct: ——— of JDA se ance , Chagtey 10 shatt ap ply = 90% after 12 months from date of JDA ssc age 51 Non-RPT Framework Disposal of Developmental Rights Deemed Acquisition Deemed Disposal 26Deemed Acquisition Mr. A | 100% =$ 20% PLC | __ ->| CoA fe] 1 1 Say80% Subscribe new renac bene Co Ashares Subscription = Acquisition Deemed Disposal [Pic | ig | 100% 80% CoA (sub) Mr. A Issue new —biluts shacchaldicy From] 1007, +0 80% CoA shares p.omed New issue = Disposal »° 207, Page st 27&: ta subscription, no change in shareholding | | Not acquisition/ disposal <— 20% Mr. A el a PLC Issue : new | 0% | hi t shares |_4¥#—7 oa opereties | (Sub) eee Rights PLC 80% 70%=) Shareholders indepesdand pirechod a e wadd rbesive Gr | \ Listed {Ape Issuer <-> sdn ha Listed issuer acquires land 34FAQ 10.5 Directorships Shareholdings (direct or deemed Benefits/ Commission 87 (derived from the transaction) Page 62 Case Study 2 Not RPT 2 - pica = Eg | us Series of transactions heten lsu Via SPAs with non-telated parties “me 1" Open market WRLC, Peni arke = 2 PLCA <- Boark’sCase Study 3 ! Creditors XYZ |g SB pany [oes Frese Key Take-aways Transactions with 3" Parties Case Study 2 RPT (possibility) Case Study 3 FAQ 10.5 Case Study 1 36RPT Framework LR versus Financial Reporting Deemed RPT Common Directorships Case Study 4 Transaction with _— another person 4 ket in which RP owns 2 10% in the other person | Director = 10% Ww PLC "ABC Para 10.08(11)()) \ <--> ara Ta SB 5% in the other person Case Study 48 Para 10,08(11)(c) \ csp, NN 5% ABC Tia) S/iB Common director other person Para 10.08(11)(c) » <5/, owns < 5% in the he ire Interested director? 58% {Director a Abstain from Board deliberation? Yos, fw gd CG I-million dollar question 38Case Study 40 Abstain from BOD deliberation? Common director ‘owns < 5% in the Mr. Not RPT other person Adams |-——— Ty. 0% | Director Director i PLC ABC Para 10.08(17}(¢) SB |. Case Study 46 Gee Mr. Adams is the Deputy Chairman of PLC and the Chairman of ABC Sdn Bhd, being holding company of the Vendor. Mr. Adams has no direct or indirect shareholding in PLC and ABC Sdn Bhd, As such, the common directorships of Mr. Adams do not render him an interested party of the Transaction pursuant to Paragraph 10.08(11)(c) of the Listing Requirements. Notwithstanding the above, for good corporate governance, Mr. Adams has voluntarily abstained from and will continue to abstain; and is not involved in all deliberations and decision making with regard to the Transaction. Page 78 e 39RPT Framework LR versus Financial Reporting Deemed RPT Common Directorships Agenda Bonus Issue Framework Corporate Website & ICN 1 of 2018 Deletions in Paragraph 9.19 Material Variation Change of Financial Year End Exceeding 18 Months Non-RPT Framework RPT Framework RRPT Framework 40Common Pitfalls hi RRPT Framework RRPT Framework Not inclacled in Announcement threshold Shareholders’ approval threshold Aggregation Rule Monitoring RRPTs 10% deviation rule Amounts owing from RPs RRPT & long term-contracts RRPT & paragraph 10.08(9) 41RRPT (without Mandate) Announcement Threshold (para 10.09(1)(a)) Share capital of RM60 million: the consideration, value of the assets, capital outlay or costs of the RRPT is RM1 million or more; or the percentage ratio of such RRPT is 1% or more, i >) whichever is the higher; or QO Pagosa RAPT (without Mandate) Announcement Threshold (para 10.09(1)(b)) Share copital< pt RME60 million: the consideration, value of the assets, capital outlay or costs of the RRPT is RM1 million or more; or the percentage ratio of such RRPT is 1% or more, rr whichever is the lower,\or Page ou 42RAPT (without Mandate) Announcement Threshold (para 10.09(1)(a)) bef? = P fo} s ~ 1% x Net Assets Va Announcement 1% x RMS40.865,00) Threshold = RM5,493,690 <—~ |[RM1,000,000 | = 1% = — ZN % Ratio = 1% Or Consideratio M1.0 mi (whichever ti er) Announcement Paid-up capital 2 RM60million Pages RRPT (without Mandate) Announcement Threshold (para 10.09(1)(a)) 1% x Net Assets Announcement! 1% x RM90,000,000 Threshold = RMg00,000 RiM1,000,000 }' = RM1.0 mil / % Ratio = 1% Or 4 Consideration 2 RM1 (whichever the higher ) ‘Announcement Paid-up capital 2 RM60million wi 43RRPT Framework Announcement threshold Shareholders’ approval threshold Aggregation Rule Monitoring RRPTs 10% deviation rule Amounts owing from RPs RRPT & long term-contracis RRPT & paragraph 10.08(9) RRPTs Shareholders’ Approval Threshold % Ratio 2 5% Note: Must not breach 5% for RRPTs ithout a general mandate 44RRPT Framework Announcement threshold Shareholders’ approval threshold Aggregation Rule Monitoring RRPTs 10% deviation rule Amounts owing from RPs RRPT & long term-contracts RRPT & paragraph 10.08(9) 12Month rule apply te Nen-RPT, RPT-« RRPT Para 10.12(2) same party or party connected to | rule Transactions entered into with ef Same party <{- nly applicable one another Transactions involving the acquisition | game asset or disposal of securities or interest in fale one particular corporation/ asset Contiguous or disposal of various parcels of land [end rule Transactions involving the acquisition contiguous to each other I Pages 47 RR PT 4512-Month Rule Para 10.12(2) ‘Same party rule Transactions entered into with the same party or party connected to one another \ Same meaning as “persons connected” (FAQ 10.60) Family members (spouse/parent/child etc.) Person (or body corporate) who is accustomed or obliged to act in accordance with the directions/ instructions/ wishes of the director/ major shareholder Person (or body corporate) in accordance with whose directions/ instructions/ wishes the director/ major shareholder is accustomed or obliged, to act Body corporate in which the director, major shareholder or persons connected to him control = 20% voting shares in the body corporate 46Person connected & Body corporate in which © © Family members (spouse/parent/child etc.) shareholder] or[persons connected to him][control 2 20% voting shares in the body corporate | Director/ Family | Ole | Listed CoX | Issuer &: the [director, major Person connected Person connected Page 3 Purchase of raw materials Sale of finished goods Sub X [ / (me xa] 3 | (son) 20% a Co X2 : A Receipt of ‘Same Party Rule Transaction with same party & parties connected to one another services 47Fusiean RRPT Framework Soke Announcement threshold Shareholders’ approval threshold Aggregation Rule Monitoring RRPTs 10% deviation rule Amounts owing from RPs RRPT & long term-contracis RRPT & paragraph 10.08(9) RRPT- Pal oP PNIZ ie track CoubLislef’) 5-year conten 4 NAbased on latest | End-apa 2019 S besedon actal . 5 AAAFYESI/12/17 Ogee = wre = (TS dhunge nat assats figate. | Shee! invoice billed / g bescsiiant | pansiirane oye\ rule (rollin) O2t18 Nov-16.000-10(ay-19 un-19 Jul19 Sep-19 Oct-10, ow-19 Dee-ie talessat nae bree Mon} 12 3 8 Ga ‘ocd wo0 000-000 “000 000 000 60S —-S00 3 NatAssels ~1e;e¢0 10000 10000. za.000 2700 20000 20,900 20.000 20,000 20,00 J my aor ‘it —=p> ad, cheuld be bases Tnacied 2 2 2 2 2m 0 4 © 4 oo on invoice ville EE [Palo RH cm Om come orm am az0% oz o2mK s00H 7 hop. Ratos 048%“ 02k 036% oson[reofaaox]o.so% 0.70% asox 3.90% ‘Aga. Ratio2 0.12% 0.24% 0.96% 0.90% core 10% 1.50% 7.58% 1.66% [4.54 esd] # Ratio 1 — monitor 1% threshold. # Ratio 2 — monitor 5% threshold Approaching 5% threshold 48RRPT Framework Announcement threshold Shareholders’ approval threshold Aggregation Rule Monitoring RRPTs 10% deviation rule Amounts owing from RPs RRPT & long term-contracts RRPT & paragraph 10.08(9) 3017 Shoreholaers Mandate Pesexsan i ee or i ewso0) | ceavooo) | (nmo00) ; 5 104,700 TESTS 75409 | Actual exceeding estimated amounts by = 10% L> announcement _ required 494 Illustration (refer slide 98) 10% of total estimated —} amount, not by line items of Pa \ ({imexcra) [Purcheses 650,000,000 x 10% Presse) | [ena a) [Rental [nix [30 168,000,000 | Mr. X4Jr (T3) {Sales Mex {10 _| if actual = 715,000,000 Y toh} \ Co. X2 (T4) | Services Mr.X 10_| Then, announcement | Tol Etratedamount——p[ea0) JOU (850 +65~=715) Next announcement RRPTs involving threshold = 780,000,000 | 7 10'/ interest of same RP_ (715 + 65 = 780) Refer FAQ 10.48 & 10.52 ' we Take-aways Announcement and shareholders’ approval obligations 10% deviation rule lL By groups of Related Parties LL RRPTs involving interest of same group of Related Party 50Group 1 Mr. X Jr A 13 | 20% Group 2 >| Co X2 Mrs. Y 7 “13 | 20% >| Co Y2 51Group 3 a 1713 | 20% , Mrs.Z. CoZi j<--=5 XYZ Te Bhd RAPT Framework Announcement threshold Shareholders’ approval threshold Aggregation Rule Monitoring RRPTs 10% deviation rule Amounts owing from RPs RRPT & long term-contracts RRPT & paragraph 10.08(9) >| CoZ2 52_ oe RPT EJ 810-6 jon: / Possibility of EL] Funding major shareldl shareholders voting] | @*"e"5 capit~t against renewal of Try te collect fron the RRPT mandate | | "2°" sherehe der RAPT Framework Announcement threshold Shareholders’ approval threshold Aggregation Rule Monitoring RRPTs 10% deviation rule Amounts owing from RPs RRPT & long term-contracts RRPT & paragraph 10.08(9) 53RAPT & Long Term Contracts | Related Announcement obligations based on invoice billed T1 = 10-year provision of service agreement Estimated contract value RM1.0 billion Revenue in nature & ordinary course of P3./ business Ls RRPT Page 107 RAPT & Long Term Contracts Paragraph 9.03 2 Securing a conrad materiality assessment > 4/7" “f° THs material Paragraph 10.09(1) RRPT announcement threshold ing Page 108, of PAT 2 if 54RPT & Long Term Contracts Para 9.03 Information with material effect on... \ Price, Value & [) Market Activity } / Decision of | shareholder or investor RRPT & Long Term Contracts {tare Announced master Paragraph 9.03 —> agreement}or ~! materiality assessment —> Did not announce master agreement Paragraph 10.09(1) RRPT announcement threshold Ly Continuous disclosure obligation (1% or RM1m tule, if not covered by a mandate) Ls obligation remains, even if master agreement has been announced Page 10 materia 55RRPT Framework Announcement threshold Shareholders’ approval threshold Aggregation. Rule Monitoring RRPTs 10% deviation rule Amounts owing from RPs RRPT & long term-contracts RRPT & paragraph 10.08(9) Page wt & Where any one of the percentage ratios of a related party transaction entered into between a subsidiary of a listed issuer and another person, is 5% or more and there are no other interested relationships except for a related party having an interest in the transaction who is RRPT & Para 10.08(9) (a) a director or major shareholder of such subsidiary or the holding company of such subsidiary (other than the listed issuer or holding company of the listed issuer) ("said director” or “said major shareholder’); or (b) a person connected with the said director or said major shareholder 56ve nufshel l RPT & Para 10.089) — In 0 a” a eee 1 T2 =para 10.08(9) = (also) RRPT RAPT & Para 10.089) | Board of Directors of Listed Issuer . ...provided that the board of Where % ratio 2 5% directors of the listed issuer Exempted from - approves the transaction obtaining shareholders’ + before the terms of ensures that the transaction is fair and reasonable to the listed issuer and is in the best interests of the listed issuer. appointing a main adviser or independent adviser... d How to Listed manage? Issuer Jor Sub Mr, X | ability fo influence ¢ blensfi x 40% | 3° Party approval; and transaction are agreed upon | | 57RRPT & Para 10.08(9) Still subject to BOD RRPT Subject to prior 7 approval of Board announcement|" Listed oP Birectors threshold Issuer 5 60% Sub LX Consider to A include in Mandate Lol(f ZL eaho is VY po rued to include ih Mondacte RAPT Framework Announcement threshold Shareholders’ approval threshold Aggregation Rule Monitoring RRPTs 10% deviation rule Amounts owing from RPs RRPT & long term-contracts RRPT & paragraph 10.08(9) 4 a shorehfld. of PIE fence, A's only roqyaivedl Apersval of the Boord of Directs of PIC 58Agenda Bonus Issue Framework Corporate Website & ICN 1 of 2018 Deletions in Paragraph 9.19 Material Variation = p ome ia Change of Financial Year End Exceeding 18 Months Non-RPT Framework RPT Framework RRPT Framework 59ONLINE FEEDBACK FORM Dale cy http://bit.ly/TB-feedback1MAIN MARKET ndalons bow (sene Annexure PN28-B Listing application for a new issue of securities or subdivision of shares. ANNEXURE PN28-B Part A Listing application in relation to a new issue of sect ies or subdivision of shares (paragraphs 6.1(2), 7.1 and 7.2) Please tick wherever applicable. If not applicable, please indicale ‘N/A’ [You may tick more than one box, where anplicable} # Delete as appropriate 7 [Name of corporation V2 Berhad 2 [Types of | (@) Acquisitions a corporate (which do not result in a significant change in business! proposal direction or policy of the listed corporation) (b) Rights issue NA (6) Special issue INIA (@) Private placement NA (@) Bonus issue () Share Issuance NAl Scheme (g) Subdivision of shares. Na (h) Others: [wal Percentage ratios (where | (a) Acquisition of NI applicable) (©) Acquisition of NIA (©) Acauisition of, NIA og As at 9 April 2018, PavesMAIN MARKET Annexure PN28-B Listing application for a new issue of securities or subdivision of shares ‘Confirmation by listed issuer We the listed issuer, confirm that we - @) ©) Whevefhave not been convicted of charged with any offence Under the securities laws, corporations laws or other laws involving fraud or dishonesty in a court of law, for the last 10 years before the submission; and #haveihave not been subjected to any action by the Exchange for any breach of Bursa Malaysia Securities Bethed (‘Exchange’) Main Market Listing Requirements ('LR’) or the Rules of the Exchange, for the past 5 years before the submission, Ifin the affirmative, please provide the details in attachment. @.__| Confirmation by directors of listed issuer We, ailach the declarations by each of our directors that hevshe - @) © @ is not an undischarged bankrupt nor presently subjected to any proceeding under bankruptcy laws, hes never been charged with, convicted for or compounded for any offence under securities laws, corporations laws or any other law involving bribery, fraud or dishonesty in a court of law; hhas had no action taken against him/her for any breach of the listing requirements or rules issued by the Exchange for the past § years; and has not been subjected to any inquiry or investigation by any government or regulatory authority or body for the past five years. Confirmation relating to conflict of ‘The proposals in item (2) above-#aar-do not give rise to any Conflict of interests situation. interests IF in the affirmative, please provide the details in attachment %. | Confirmation | (a) The applicant is a Gash Gompany Yes on Practice Note 18 No [V7 (©) The proposal in item (2) #isare a plan to Yes regulatise the Cash Company's condition as referred to in paragraph 8.03(5) of the LR No 7. | Confirmation | (@) The applicants a PN17 Issuer Yes on Practice Note 7 No eNt7”) (b) The proposal in item (2) #isiere a plan to Yes regularise the PN17 Issuer's condition as referred to in paragraph 8,04(3) of the LR No As at 9 April 2018 Page $Listing application for a new issue of securiti MAIN MARKET Annexure PN28-B 's oF subdivision of shares 8. [Details of Description of proposed bonus issue proposals including number & types of securities applied for listing, —-& issue price (if any) 9. | Curreney @)__ Ringgit Malaysia (RIM) denomination which the | (b) Others : (Please indicate) new securities will be listed and quoted In the event the new securities are listed and quoted in currencies other than RM, whether the approval of Bank Negara Malaysia has. been obtained? Yes NAA No [wa] 10. | Ranking of the new securities ‘The new securities Awillaaicnet be listed and quoted as the existing listed securities of the same class. I the new securities will be separately quoted on listing date, details of the non-entitiement(s): NA 11._| Redeemable Preference Shares ‘Additional information for redeemable preference shares as set out in Part D of Annexure PN28-B is attached INA 12,_ | "Directorships | "A andlor substantial shareholdings of the controlling shareholder A list setting out directorships and/or substantial shareholdings of the controling shareholder(s) = D.°> inallotherlisted issuers in Malaysia forthe prot past 3 years, is attached. YAR, Take over © * Not applicable to controling shareholders which are statutory institutions managing funds belonging to the publ... eeF cep. 73, _| Issuance of ‘Where the new issuance of securities is on @ non-pro rata lac {refer to pare 1.01 & FAQ 6.7) securities on | basis — non-pro rata basis A list setting out the class of placees (i.e. whether they are Fra public investors or directors/substantial shareholders of the applicant) and the amount of securities to be allocated to ‘each placee or each class of placess, is attached, Note: Where the identified placees are nominee corporations: ‘or funds, the names of the ultimate beneficiaries must be disclosed, ‘As at 9 April 2018 Page 10Listing MAIN MARKET Annexure PN28-B application for a new issue of securities or subdivision of shares 14] | Conditionality | (a) The issue price Melis not conditional upon any other of proposals! proposel pricing (b) This proposaHistis not conditional upon any other proposal If in the affirmative, to provide details of the other corporate ‘exercises, including the estimated time frame for completion 15. | Public ORDINARY SHARES shareholding spread Where the proposal results in non-compliance with [iA paragraph €.02(1) of the LR, details of the public shareholdings as per Part B(1)(a) Annexure PN21-A of the LR and the reasons are attached, 16._| SHARE ISSUANCE SCHEME 6A | Confirmation | We confim that the Share Issuance Scheme is in full compliance with Part G of Chapter 6 of the LR NA 17,_ | BONUS ISSUE & SUBDIVISION OF SHARES 17A | Confirmation | Bonus Issue of compliance and adequacy | (a) The bonus issue is in full compliance with paragraph of reserves 6.30 of the LR b~ {j(b)) The reporting accountant or extemal auditor has y.:| < confirmed that the reserves are sufficient to cover “| the capitalisation issue in accordance with [NA paragraph 6.30(2)(b), if applicable Subdivision of shares (©) The subdivision of shares is in full WA compliance with paragraph 6,30(1A) of the LR (8) The proposed subdivision of shares will be approved by way of - (i) ordinary resolution in accordance NIA with its constitution; oF — (i) special resolution INA 178 [Bonus issue |(@) Retained Profit Account Al by way of capitalisation | (b) (Deleted) will “be fully capitalised | (c) Surplus arising from the revaluation of investments [N/A] from the in subsidiaries and associated companies following (2) Surplus arising from the revaluation of realestate [jay {at least 20% of the valuation amount will be retained) As at 9 April 2018 Page 11 i tolisationMAIN MARKET Annexure PN28-B. Listing application for a new issue of securities or subdivision of shares. 47 Conditionality {@) The bonus issuelaubahisien of shares is not conditional upon another corporate proposal v (©) The bonus issue is conditional upon a concurrent ‘subdivision or consolidation NA (©) The bonus issueteubdlvision of shares is conditional upon another corporate proposal. NAl To specify details of the other corporate proposals and the estimated time frame for completion of the same NA 77D_| Undertakings | We undertake the following for bonus. issues! (@) the retum of allotment will be filed with the Registrar subdivision of shares pursuant to the Companies Act or in relation to a foreign corporation, the relevant document showing its latest issued and paid-up capital wil be filed with the relevant authority pursuant to the laws of the place of incorporation; (b) all notices of allotment will be issued and despatched to the entitled holders as expeditiously as possible and in any event, not later than 4 market days after the date of listing and quotation; (©) the new securties will be listed and quoted as the existing listed securities of the same ciass; (d) all conditions, including conditions imposed by the relevant authorities, if any, which are required to be met before the listing and quotation of the securities will be met; (e) there are no circumstances or facts which have the effect of preventing or prohibiting the issuance, listing and/or quotation of the securities including any order, injunction or any other directive issued by any court of law; and (f) to immediately inform the Exchange upon becoming aware, after submission of the listing application, that the listed issuer has failed to meet any of the above undertakings referred to in paragraphs (a) to (d) or of any circumstances or facts referred to in paragraph (e) above. As at 9 April 2018. Page 12TAIN MARKET Annexure PN28-B Listing application for a new issue of securities or subdivision of shares 78._| ISSUES OF SECURITIES ON A NON-PRO RATA BASIS UNDER A GENERAL MANDATE: BA | Confirmation | We confirm that — from Principal Adviser () Paragraph 6.03 of the LR has been complied with [NA (i) Paragraph 6.04 of the LR has been complied with NA] ~— 79. || CORPORATE PROPOSALS WHICH FALL UNDER PARAGRAPHS 4.1 AND 4.2 OF PRACTICE NOTE 28\Not applicable for bonus issue. Bonus issue flls under para 3.0 of PN28) 49A | Undertakings We undertake the following for corporate proposals | (a)_the return of allotment will be filed with the Registrar pursuant which apply | tothe Companies Act or in relation to a foreign corporation, the the procedure | relevant document showing its latest issued and paid-up under captial will be fled with the relevant authority pursuant to the paragraphs laws ofthe place of incorporation; 4c and 4.2 (b) all notices of allotment will be issued and despatched to the entitled holders as expeditiously as possible and in any event, not later than 4 market days after the date of listing and quotation; (0) the new securities will be listed and quoted as the existing listed securities of the same class: (@) all conditions, including conditions imposed by the relevant authorities, if any, which are required to be met before the listing and quotation of the securities will be met; (€) there are no circumstances or facts which have the effect of preventing or prohibiting the issuance, listing and/or quotation Of the securities including any order, injunction or any other directive issued by any court of law, (to immediately inform the Exchange upon becoming aware, after submission of the listing application, that the listed issuer has failed to meet any of the above undertekings referred to in paragraphs (@) to (d) or of any circumstances or facts referred to in paragraph (e) above; and (g) to announce to the Exchange the relevant information in accordance with paragraph 13.2 of Practice Note 28. fatnoneen sanstory oh [Authorised signatory of nepentci the listed issuer] Name’ Name: Designation: Designation: Date: Date ‘As at 9 April 2018 Page 13MAIN MARKET Annexure PN28-B Listing application for a new issue of securities or subdivision of shares Part B Documents to be filed with a listing application for a new issue of securities or subdivision of shares (paragraphs 6.1(b), 7.1, 8.1 and 9.1) (1) A\listed issuer must file the following documents in support of a listing application for anew issue of securities or subdivision of shares: (@) ) ©) @ (aay (a8) 2 copy of the announcement, circular, prospectus or abridged prospectus which is registered with the relevant authorities; a cettiied true copy of the relevant resolution passed by securities holders in {general meeting, a letter from the listed issuer's Principal Adviser confirming all approvals of relevant authorities have been obtained; (confirmation from listed issuer refer to item 3 below) 2 copy each of all letters of approval from the relevant authorities; inthe case of a bonus issue by way of capitalisation — () a statement from the listed issuer confirming that it hes sufficient reserves to cover the capitalisation; and (i) where a confirmation by the external auditors or reporting accountants is required under paragraph 8.30(2)(b) of the Listing Requirements, the report from the external auditors or reporting accountants; in the case of a bonus issue or subdivision of shares, a table showing before land after the bonus issue/subdivision of shares, the following: (the designation or title of each class of shares; and (i) the number of shares issued (Not applicable inthe case of a Share Issuance Scheme, a draft copy of the bylaws; and for Bonus Issue) for proposals which apply the procedures under paragraphs 3.0 and 4.0 of (Bonus issue Practice Note 28, @ cheque drawn to the order of Bursa Malaysia Securties falls under para Berhad or such other proof of payment acceptable to the Exchange for the 3.0 of PN28) processing and listing fees as may be prescribed by the Exchange from time to time, together with a copy of the details of the compulation of the amount of listing feas payable. 2) If any of the above documents are not filed because they are not applicable or available in any case, a listed issuer must submit a separate exhibit explaining why such documents are not applicable or available. (3) The confirmation in subparagraph (1)(c) above may be provided by the listed issuer instead of the Principal Adviser, for a listing application of subdivision of shares or new issue of securities arising from ~ @ ©) ‘an exercise or conversion of convertible securities; ‘an exercise of options under @ Share Issuance Scheme; or As at 9 April 2018 Page 14MAIN MARKET Annexure PN28-B Listing application for a new issue of securities or subdivision of shares co Part a Specified Bonus Issue of equity securities. Documents to be filed with a quotation application for a new issue of securities {paragraph 6.2) (Not applicable to Specified Bonus Issue) (1) Alisted issuer must file the following documents in support of quotation application for anew issue of securities: @) (b) © @® fe) 0 ( (ny ‘confirmation from the listed issuer as to its latest share capital and number of issued shares; a confirmation that all notices of allotment have been issued and despatched to the entitled holders; ‘confirmation from the listed issuer that the Depository is ready to credit the new securities to the accounts of the entitled holders, after receiving the allotment information for crediting of the new securities; a cheque drawn to the order of Bursa Malaysia Securities Berhad or such other proof of payment acceptable to the Exchange forthe listing fees as may be prescribed by the Exchange from time to time, together with @ copy of the details of the computation of the amount of listing fees payable; confirmation from the Principal Adviser of whether the new issue of securities will be listed and quoted as the existing securities of the same class or will be separately quoted on the listing date. If the new issue of securities will be separately quoted on the listing date, to specify the entitlement that the holders of the new issue of securities will not be entitled to; ‘a confirmation from the Principal Adviser that all conditions, including conditions imposed by the relevant authorities, if any, which are required to be met before the listing and quotation of the seourities have been met; a confirmation from the Principal Adviser that there are no circumstances or facts which have the effect of preventing or prohibiting the issuance, listing and/or quotation of the securities including any order, injunction or any other directive issued by any court of law, and such other documents which are notihave not been submitted pursuant to Part B of Annexure PN28-8. (2) The relevant confirmations in subparagraphs (1)(e), (f) or (g) above may be provided by the listed issuer instead of the Principal Adviser, for an application for quotation of new issue of securities arising from ~ @ ©) © an exercise or conversion of convertible securities; an exercise of options under a Share Issuance Scheme or a Specified Bonus Issue of equity securities aT ‘As at 9 April 2018 Page 15