BERJAYA CORPORATION BERHAD (Company No X) (Incorporated in Malaysia)

Transcription

1 THIS CIRCULAR/STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent adviser immediately. Bursa Malaysia Securities Berhad ( Exchange ) has not perused Part B prior to its issuance as it is an exempt statement. The Exchange takes no responsibility for the contents of this Circular/Statement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular/Statement. BERJAYA CORPORATION BERHAD (Company No X) (Incorporated in Malaysia) CIRCULAR/STATEMENT TO SHAREHOLDERS in relation to the PART A PROPOSED RENEWAL OF AND NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE PART B PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES Notice of the Seventeenth Annual General Meeting which will be held at Perdana Ballroom, Bukit Jalil Golf & Country Resort, Jalan Jalil Perkasa 3, Bukit Jalil, Kuala Lumpur on Monday, 22 October 2018 at a.m. together with the Form of Proxy are enclosed in the Annual Report The Form of Proxy must be lodged at the Registered Office of the Company not less than 48 hours before the time fixed for the Meeting. The lodging of the Form of Proxy will not preclude you from attending and voting at the Meeting if you are subsequently able to do so. This Circular/Statement is dated 29 August 2018.

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular/Statement:- 7-Eleven : 7-Eleven Malaysia Sdn Bhd 7-Eleven Holdings : 7-Eleven Malaysia Holdings Berhad Act : The Companies Act 2016 including any amendment that may be made thereto from time to time AGM : Annual General Meeting Annual Report 2018 : The annual report of BCorporation for the financial year ended 30 April 2018 Ascot Sports : Ascot Sports Sdn Bhd Auto Tulin : Auto Tulin Sdn Bhd B&B : B & B Enterprise Sdn Bhd BAssets : Berjaya Assets Berhad BBSB : Berjaya Bright Sdn Bhd (formerly known as Sublime Cartel Sdn Bhd) BBurger : Berjaya Burger Sdn Bhd BCapital : Berjaya Capital Berhad BCorporation or : Berjaya Corporation Berhad Company BCorporation Group or : BCorporation and its subsidiary companies Group BCorporation Shares : Ordinary shares of BCorporation BEducation : Berjaya Education Sdn Bhd Berjaya Channel : Berjaya Channel Sdn Bhd Berjaya College : Berjaya College Sdn Bhd Berjaya Engineering : Berjaya Engineering Construction Sdn Bhd Berjaya Krispy Kreme : Berjaya Krispy Kreme Doughnuts Sdn Bhd BGCL : Berjaya Group (Cayman) Limited BGroup : Berjaya Group Berhad BHigher Education : Berjaya Higher Education Sdn Bhd BHills : Berjaya Hills Resort Berhad BInfrastructure : Berjaya Infrastructure Sdn Bhd BLand : Berjaya Land Berhad i

3 DEFINITIONS (Cont d) BLoyalty : BLoyalty Sdn Bhd BMedia : Berjaya Media Berhad Board : Board of Directors Boxit : Boxit Holdings Sdn Bhd BRadioShack : Berjaya RadioShack Sdn Bhd BRegistration : Berjaya Registration Services Sdn Bhd BRetail : Berjaya Retail Berhad BToto : Berjaya Sports Toto Berhad BTSSB : Berjaya Times Square Sdn Bhd CCL : Cosway Corporation Limited CKS : Mr. Chan Kien Sing CMSB : Cosway (M) Sdn Bhd Code : Malaysian Code on Take-Overs and Mergers 2016 (including the Rules on Take-Overs, Mergers and Compulsory Acquisitions) Desiran Unggul : Desiran Unggul Sdn Bhd Director : Has the meaning given in Section 2(1) of the Capital Markets and Services Act 2007 and includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a Director of BCorporation, its subsidiary or holding company or a chief executive officer of BCorporation, its subsidiary or holding company DSRT : Dato Sri Robin Tan Yeong Ching EGM : Extraordinary General Meeting EPS : Earnings per share EVA Management : E.V.A. Management Sdn Bhd Exchange : Bursa Malaysia Securities Berhad Family : In relation to a person means such person who falls within any one of the following categories:- (a) (b) (c) (d) (e) spouse; parent; child including an adopted child and step-child; brother or sister; and spouse of the person referred to in subparagraphs (c) and (d) above. Forum Digital : Forum Digital Sdn Bhd ii

4 DEFINITIONS (Cont d) HQZ : HQZ Credit Sdn Bhd HRESB : Hotel Resort Enterprise Sdn Bhd ICULS 2012/2022 : 10-year 5% RM1.00 nominal value each of irredeemable convertible unsecured loan stocks 2012/2022 in BCorporation constituted by the trust deed dated 6 March 2012 ICULS 2016/2026 : 10-year 2% RM1.00 nominal value each of irredeemable convertible unsecured loan stocks 2016/2026 in BCorporation constituted by the trust deed dated 30 May 2016 Intan : Intan Utilities Berhad IPS : Inter-Pacific Securities Sdn Bhd IPTSB : Inter-Pacific Trading Sdn Bhd KSMSB : Kimia Suchi Marketing Sdn Bhd KUB-Berjaya Enviro : KUB-Berjaya Enviro Sdn Bhd LBSB : Lengkap Bahagia Sdn Bhd Listing Requirements : Exchange s Main Market Listing Requirements, including any amendment that may be made from time to time Major Shareholder : A person who has an interest or interests in one or more voting shares in BCorporation and the number or the aggregate number of those shares, is:- (a) (b) 10% or more of the total number of voting shares in BCorporation; or 5% or more of the total number of voting shares in BCorporation where such person is the largest shareholder of BCorporation. MOL.com : MOL.com Sdn Bhd For the purpose of this definition, interest shall have the meaning of interest in shares given in Section 8 of the Act. A major shareholder includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a major shareholder of BCorporation or any other company which is its subsidiary or holding company. NA : Net assets attributable to ordinary equity holders of BCorporation Nautilus : Nautilus Corporation Sdn Bhd NKSB : Nostalgia Kiara Sdn Bhd NTSP : Ms Nerine Tan Sheik Ping PCL : Prime Credit Leasing Sdn Bhd iii

5 DEFINITIONS (Cont d) Person(s) Connected : In relation to a Director or a Major Shareholder, means such person who falls under any one of the following categories:- (a) (b) Premier Merchandise : Premier Merchandise Sdn Bhd (c) (d) (e) (f) (g) a Family of the Director or Major Shareholder; a trustee of a trust (other than a trustee for a share scheme for employees or pension scheme) under which the Director, Major Shareholder or a Family of the Director or Major Shareholder, is the sole beneficiary; a partner of the Director, Major Shareholder or a partner of a Person Connected with that Director or Major Shareholder; a person, or where the person is a body corporate, the body corporate or its directors, who is/are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder; a person, or where the person is a body corporate, the body corporate or its directors, in accordance with whose directions, instructions or wishes the Director or Major Shareholder is accustomed or is under an obligation, whether formal or informal, to act; a body corporate in which the Director, Major Shareholder or Persons Connected with him are entitled to exercise, or control the exercise of, not less than 20% of the votes attached to voting shares in the body corporate; or a body corporate which is a related corporation of the Director or Major Shareholder. Prevailing Laws : Any prevailing laws, rules, regulations, orders, guidelines, and requirements issued by the relevant authorities Proposed Mandate : Proposed renewal of and new shareholders mandate for the BCorporation Group to enter into Recurrent Related Party Transactions in the ordinary course of business Proposed Share Buy-Back : Proposed renewal of authority for BCorporation to purchase and/or hold BCorporation Shares of up to 10% of the total number of issued shares of the Company inclusive of 49,008,152 BCorporation Shares that have been purchased and retained as Treasury Shares as at 30 July 2018 Qinetics : Qinetics Solutions Sdn Bhd Recurrent Related Party Transactions : Transactions which are recurrent, of a revenue or trading nature and which are necessary for the day-to-day operations of the BCorporation Group and involve the interests, direct or indirect, of Related Parties Related Party(ies) : A Director, Major Shareholder or Persons Connected with such Director or Major Shareholder RM and sen : Ringgit Malaysia and sen respectively Roda Indah : Roda Indah Motors Sdn Bhd RU Café : RU Café Sdn Bhd iv

6 DEFINITIONS (Cont d) Securexpress Services : Securexpress Services Sdn Bhd Shares Purchased : BCorporation Shares purchased under the Proposed Share Buy-Back Stephens Properties : Stephens Properties Sdn Bhd Superior Structure : Superior Structure Sdn Bhd Treasury Shares : BCorporation Shares purchased by BCorporation which are/will be retained in treasury TSVT : Tan Sri Dato Seri Vincent Tan Chee Yioun U Mobile : U Mobile Sdn Bhd U Telemedia : U Telemedia Sdn Bhd USD : United States Dollar Warrants 2012/2022 : BCorporation s warrants 2012/2022 constituted by the deed poll dated 6 March 2012 Warrants 2016/2026 : BCorporation s warrants 2016/2026 constituted by the deed poll dated 30 May 2016 v

7 TABLE OF CONTENTS PART A LETTER TO THE SHAREHOLDERS OF BCORPORATION ON THE PROPOSED MANDATE Page 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSED MANDATE 1 3. RATIONALE FOR, AND THE BENEFIT TO THE BCORPORATION GROUP FROM TRANSACTING WITH RELATED PARTIES CONDITIONS FOR THE PROPOSED MANDATE FINANCIAL EFFECTS OF THE PROPOSED MANDATE DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS DIRECTORS RECOMMENDATION AGM FURTHER INFORMATION 24 PART B STATEMENT TO THE SHAREHOLDERS OF BCORPORATION ON THE PROPOSED SHARE BUY-BACK 1. INTRODUCTION DETAILS OF THE PROPOSED SHARE BUY-BACK RATIONALE FOR THE PROPOSED SHARE BUY-BACK POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK EFFECTS OF THE PROPOSED SHARE BUY-BACK IMPLICATION RELATING TO THE CODE PURCHASES, RESALE AND CANCELLATION OF TREASURY SHARES HISTORICAL SHARE PRICES DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS DIRECTORS RECOMMENDATION FURTHER INFORMATION 31 APPENDIX I FURTHER INFORMATION 32 EXTRACT OF RESOLUTIONS TO BE TABLED AT THE BCORPORATION SEVENTEENTH AGM ENCLOSED vi

8 PART A CIRCULAR TO SHAREHOLDERS in relation to the PROPOSED RENEWAL OF AND NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

9 BERJAYA CORPORATION BERHAD (Company No: X) (Incorporated in Malaysia) Registered Office: Lot 13-01A, Level 13 (East Wing), Berjaya Times Square, No. 1 Jalan Imbi, Kuala Lumpur. 29 August 2018 Directors: Tan Sri Dato Seri Vincent Tan Chee Yioun (Executive Chairman) Dato Sri Robin Tan Yeong Ching (Chief Executive Officer) Vivienne Cheng Chi Fan (Executive Director) Dato Sri Azlan Meah Bin Hj Ahmed Meah (Executive Director) Dato Zurainah Binti Musa (Executive Director) Nerine Tan Sheik Ping (Executive Director) Chan Kien Sing (Non-Independent Non-Executive Director) Datuk Robert Yong Kuen Loke (Independent Non-Executive Director) Dr. Jayanthi Naidu A/P G. Danasamy (Independent Non-Executive Director) Penelope Gan Paik Ling (Independent Non-Executive Director) To: The Shareholders of BCorporation Dear Sir/Madam, PROPOSED RENEWAL OF AND NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1.0 INTRODUCTION 1.1 The Board of BCorporation had on 16 August 2018 announced its intention to seek shareholders approval for the proposed renewal of and new shareholders mandate for Recurrent Related Party Transactions. 1.2 The purpose of this Circular is to provide you with the relevant information on the Proposed Mandate and to seek your approval for the ordinary resolution to be tabled at the forthcoming AGM of the Company. The Notice of AGM is set out in the Annual Report The extract of ordinary resolution on the Proposed Mandate to be tabled at the forthcoming BCorporation AGM is enclosed together with this Circular. 2.0 DETAILS OF THE PROPOSED MANDATE 2.1 The Proposed Mandate The Company had on 26 October 2017 obtained its shareholders mandate for the BCorporation Group to enter into Recurrent Related Party Transactions on terms that are not more favourable to the Related Parties than those generally available to the public. The approval shall in accordance with the Listing Requirements lapse at the conclusion of the forthcoming AGM of the Company scheduled on 22 October 2018 unless approval for its renewal is obtained from the shareholders of the Company at the forthcoming AGM. 1

10 2.1.2 Pursuant to Paragraph 10.09(1)(a) of the Listing Requirements, BCorporation must immediately announce a Recurrent Related Party Transaction where:- (i) (ii) the consideration, value of the assets, capital outlay or costs of the Recurrent Related Party Transaction is RM1 million or more; or the percentage ratio of such Recurrent Related Party Transaction is 1% or more, whichever is the higher. In addition, Paragraph 10.08(2) of the Listing Requirements states that where any one of the percentage ratios of a related party transaction is 5% or more, BCorporation must issue a circular to its shareholders, obtain specific shareholders approval of the transaction and appoint an independent adviser. Further, Paragraph 10.08(4) of the Listing Requirements states that where any one of the percentage ratios is 25% or more, in addition to the foregoing, BCorporation must appoint a main adviser Pursuant to Paragraph 10.09(2) of the Listing Requirements, BCorporation may seek a shareholders mandate in respect of Recurrent Related Party Transactions subject to the following:- (i) (ii) (iii) (iv) (v) the transactions are in the ordinary course of business and are on terms not more favourable to the related party than those generally available to the public; the shareholders mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders mandate during the financial year where the aggregate value is equal to or more than the threshold prescribed under Paragraph 10.09(1) of the Listing Requirements; the BCorporation s circular to shareholders for the shareholders mandate includes the information as may be prescribed by the Exchange. The draft circular must be submitted to the Exchange together with a checklist showing compliance with such information; in a meeting to obtain shareholders mandate, the interested Director, interested Major Shareholder or interested Person Connected with a Director or Major Shareholder; and where it involves the interest of an interested Person Connected with a Director or Major Shareholder, such Director or Major Shareholder must not vote on the resolution to approve the transactions. An interested Director or interested Major Shareholder must ensure that Persons Connected with him abstain from voting on the resolution approving the transactions; and BCorporation immediately announces to the Exchange when the actual value of a Recurrent Related Party Transaction entered into by the BCorporation Group exceeds the estimated value of the Recurrent Related Party Transaction disclosed in the circular by 10% or more and must include the information as may be prescribed by the Exchange in its announcement. Where BCorporation has procured a shareholders mandate pursuant to the above, the provisions of the Listing Requirements as set out in Section of this Circular shall not apply. Transactions entered into between BCorporation (or any of its wholly-owned subsidiaries) and its wholly-owned subsidiaries are excluded from the requirements of Part E of Chapter 10 of the Listing Requirements The Proposed Mandate, if approved by the BCorporation shareholders at the forthcoming AGM, will take effect from the date of passing of the ordinary resolution at the forthcoming AGM and shall continue to be in force until:- 2

11 (i) (ii) (iii) the conclusion of the next AGM of BCorporation following the AGM at which such ordinary resolution for the Proposed Mandate was passed, at which time it will lapse, unless by ordinary resolution passed at that general meeting, the authority is renewed; the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting; whichever is the earlier. 2.2 Information On The BCorporation Group The principal activities of BCorporation are investment holding and provision of management services while its subsidiary companies are principally engaged in the following core businesses:- (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) financial services; marketing of consumer products and services; motor trading and distribution and provision of after-sales and insurance services; environmental and clean technology services; food and beverage; property development and investment in properties; development and operation of hotels, resorts and other recreational activities; gaming operations comprising lottery operations, Toto betting, leasing of online lottery equipment, provision of software support and the manufacture and distribution of computerized lottery and voting systems; telecommunication and information technology related services, solutions and products; and investment holding and others The list of the unlisted subsidiary companies in the BCorporation Group which are involved in the Recurrent Related Party Transactions are set out below:- Name of Company Equity Interest Held (%) Principal Activities BGroup Investment holding BHills Hotel operator, golf and recreation club operator, investment in property and property development Subsidiary companies of BGroup BCapital Investment holding BEducation Provision of education and professional training services Berjaya Channel Provision for and selling of advertising time or space on digital and non-digital media Berjaya College Provide educational, training activities & consultancy services 3

12 Name of Company Equity Interest Held (%) Principal Activities Berjaya Engineering Provision of civil engineering contracting works Berjaya Premier Restaurants Sdn Bhd Investment holding BGCL Investment holding BHigher Education Investment holding & operating a private university college BLoyalty Managing and operation of Berjaya Loyalty card programme Boxit Provide logistics consultancy and management services, distribution, material handling to customers and businesses BRegistration Provision of security and printing services CCL Property investment and investment holding EVA Management Provision of management services and agent for marketing agricultural commodities IPTSB General trading KUB-Berjaya Enviro Sanitary landfill operation RU Café Development and operation of the Rasa Utara chain of restaurants Successline (M) Sdn Bhd Investment holding and renting of motor vehicles Subsidiary companies of BCapital Inter-Pacific Capital Sdn Bhd Investment holding and provision of management services to its subsidiaries PCL Hire purchase, lease and loan financing Subsidiary company of Inter-Pacific Capital Sdn Bhd IPS Stock and futures broking Subsidiary companies of Berjaya Premier Restaurants Sdn Bhd BBurger Development and operation of the Wendy s chain of restaurants Berjaya Krispy Kreme Development and operation of the Krispy Kreme Doughnuts chain of retail outlets 4

13 Name of Company Equity Interest Held (%) Principal Activities Subsidiary company of CCL CMSB Direct selling of household, personal care, health care and other consumer products Subsidiary companies of CMSB Juara Budi Sdn Bhd Investment holding Kimia Suchi Sdn Bhd Investment holding, contract manufacturing and trading of industrial and household cleaning products Subsidiary company of Juara Budi Sdn Bhd Stephens Properties Investment holding and property investment Subsidiary company of Kimia Suchi Sdn Bhd KSMSB Trading of industrial cleaning products Subsidiary company of Successline (M) Sdn Bhd Securexpress Services Provide logistic, warehousing and transportation services Subsidiary company of BGCL Roasters Asia Pacific (HK) Limited Owner, operator and franchisor of the Kenny Rogers Roasters Restaurant chain for Asia Pacific Subsidiary company of Roasters Asia Pacific (HK) Limited Roasters Asia Pacific (M) Sdn Bhd Provision of marketing services and to grant franchises to operate restaurant under the Kenny Roger Roasters name and related trademarks in Malaysia Details of the Recurrent Related Party Transactions of the BCorporation Group which are in accordance with Paragraph 10.09(2) of the Listing Requirements are set out in the ensuing paragraphs. 2.3 Class And Nature Of The Recurrent Related Party Transactions The class and nature of the Recurrent Related Party Transactions of the BCorporation Group are tabulated as follows:- BCorporation Group with the following Related Parties Nature of transactions undertaken by BCorporation and/or its unlisted subsidiary companies BAssets and its unlisted subsidiary companies:- BAssets Provision of share registration services by BRegistration Interested Directors/ Major Shareholders and/or Persons Connected with them TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and 6.1 Estimated value from 22/10/18 to the date of next AGM (RM 000) 50 5

14 BCorporation Group with the following Related Parties BAssets and its subsidiary companies Nature of transactions undertaken by BCorporation and/or its unlisted subsidiary companies Provision of leasing and hire purchase facilities by PCL Supply of stationery products and printing services by IPTSB Interested Directors/ Major Shareholders and/or Persons Connected with them TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and 6.1 Estimated value from 22/10/18 to the date of next AGM (RM 000) 7, Provision of education and staff training services by BEducation 100 Supply of cleaning chemical products by KSMSB 30 Provision of human resources management services by EVA Management 10 Loyalty reward fees receivable by BLoyalty for managing the loyalty card programme 100 BTS Car Park Sdn Bhd Parking charges payable monthly by the BCorporation Group for leasing of parking bays TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and Sapphire Transform Sdn Bhd Rental payable by RU Café at RM7,540 per month for renting of shoplot at Lot G-09, Ground Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and BTSSB Rental payable by BBurger at RM14,202 per month or based on 15% of monthly revenue generated, whichever is higher, for renting of café at Lot 03-89, 3 rd Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and Rental payable by BBurger at RM12,159 per month for renting of office premises at Lots 09-16, 09-17, & 09-19, 9 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 1 year and renewable thereafter* 146 6

15 BCorporation Group with the following Related Parties BTSSB Nature of transactions undertaken by BCorporation and/or its unlisted subsidiary companies Rental payable by KUB-Berjaya Enviro at RM20,889 per month for renting of office premises at Lots 09-01, & 09-03, 9 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter Interested Directors/ Major Shareholders and/or Persons Connected with them TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and 6.1 Estimated value from 22/10/18 to the date of next AGM (RM 000) 251 Rental payable by Berjaya Engineering at RM3,301 per month for renting of office premises at Lots & 09-39, 9 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter 40 Rental payable by Roasters Asia Pacific (M) Sdn Bhd at RM12,117 per month for renting of office premises at Lot 07-24, 7 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter 145 Rental payable by CMSB at RM37,224 per month for renting of shoplots at Lots LG-12 & LG-20, Lower Ground Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter 447 Rental payable by CMSB at RM5,788 per month for renting of office premises at Lots & 08-53, 8 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter* 69 Rental payable by Berjaya Krispy Kreme at RM7,186 per month or based on 15% of monthly revenue generated, whichever is higher, for renting of kiosk at Lot LG19-C, Lower Ground Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter 100 7

16 BCorporation Group with the following Related Parties BTSSB Nature of transactions undertaken by BCorporation and/or its unlisted subsidiary companies Rental payable by Berjaya College at RM47,445 per month for renting of office premises at Lots 10-11, & 10-12A, 10 th Floor, and Lot 11-02A, 11 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter Interested Directors/ Major Shareholders and/or Persons Connected with them TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and 6.1 Estimated value from 22/10/18 to the date of next AGM (RM 000) 569 Rental payable by BHills at RM5,788 per month for renting of office premises at Lots & 08-67, 8 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter* 69 Rental payable by BRegistration at RM22,119 per month for renting of office premises at Lot 10-02A, 10 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Rental is payable on a monthly basis based on mutual agreement by way of letter for a period of 1 month and renewable thereafter 265 Rental payable by BHigher Education at:- 1. RM89,694 per month for renting of premises at Lot 14-01, 14 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter 1, RM16,913 per month for renting of shoplots at Lots 09-23, & 09-25, 9 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter 203 Rental payable by RU Café at RM2,982 per month for renting of office premises at Lot 09-05, 9 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter 36 8

17 BCorporation Group with the following Related Parties BTSSB Nature of transactions undertaken by BCorporation and/or its unlisted subsidiary companies Rental payable by IPS at RM500 per month for renting of premises at rooftop, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 1 year and renewable thereafter Interested Directors/ Major Shareholders and/or Persons Connected with them TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and 6.1 Estimated value from 22/10/18 to the date of next AGM (RM 000) 6 Rental payable by Boxit at RM300 per month for renting of retail space for placement of parcel lockers at Lot LG-21A(1), Lower Ground Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 1 year and renewable thereafter* 4 Total 11,936 BMedia and its unlisted subsidiary company:- BMedia Provision of share registration services and printing to mailing by BRegistration 100 Management fees receivable by BCorporation for services rendered that include, inter-alia, the provision of finance, secretarial, internal audit and general administrative services TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and Provision of education and staff training services by BEducation 20 Provision of human resources management services by EVA Management 32 Sun Media Corporation Sdn Bhd Procurement of advertising and publishing services by the BCorporation Group Provision of leasing and hire purchase facilities by PCL TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and 6.1 4, Provision of transportation services by Successline (M) Sdn Bhd and Securexpress Services 170 Total 5,842 7-Eleven Holdings and its unlisted subsidiary company:- 7-Eleven Loyalty reward fees receivable by BLoyalty for managing the loyalty card programme TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and

18 BCorporation Group with the following Related Parties 7-Eleven Nature of transactions undertaken by BCorporation and/or its unlisted subsidiary companies Provision of leasing and hire purchase facilities by PCL Provision of transportation services by Securexpress Services Interested Directors/ Major Shareholders and/or Persons Connected with them TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and 6.1 Estimated value from 22/10/18 to the date of next AGM (RM 000) 5,000 20,000 Provision of education and staff training services by BEducation 20 Provision of share registration services and other related services by BRegistration 60 Rental payable by Berjaya Channel at RM50,000 per year and monthly fee based on 5% of revenue generated from media advertisement subject to minimum monthly revenue of Berjaya Channel of RM100,000 for renting of advertisement space at outlets of 7-Eleven. Tenure of the rental agreement is for a period of 2 years and renewable thereafter 600 Provision of human resources management services by EVA Management 10 Rental payable monthly by Boxit for placement of parcel lockers in 7- Eleven stores 200 Total 26,190 Other related parties:- MOL.com and its subsidiary companies Provision of leasing and hire purchase facilities by PCL 1,500 Provision of human resources management services by EVA Management TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and Provision of education and staff training services by BEducation 10 Forum Digital Loyalty reward fees receivable by BLoyalty for managing the loyalty card programme TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and Qinetics and its subsidiary company Purchase of hardware and networking equipment and receipt of information technology consultancy, maintenance, management and other services by the BCorporation Group TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and 6.1 5,000 10

19 BCorporation Group with the following Related Parties Qinetics and its subsidiary company Nature of transactions undertaken by BCorporation and/or its unlisted subsidiary companies Provision of education and staff training services by BEducation Receipt of network hosting services by EVA Management Interested Directors/ Major Shareholders and/or Persons Connected with them TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and 6.1 Estimated value from 22/10/18 to the date of next AGM (RM 000) Roda Indah Loyalty reward fees receivable by BLoyalty for managing the loyalty card programme Provision of human resources management services by EVA Management TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and Provision of education and staff training services by BEducation 10 Supply of stationery products by IPTSB 24 U Mobile Rental income receivable by BHills at RM9,537 per month for renting of broadcasting facility at KM48, Persimpangan Bertingkat, Lebuhraya Karak, Bukit Tinggi, Bentong, Pahang. Tenure of the rental agreement is for a period of 3 years and renewable thereafter TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and Provision of printing and mailing services by BRegistration 2,500 Loyalty reward fees receivable by BLoyalty for managing the loyalty card programme 3,000 Provision of education and staff training services by BEducation 50 Rental income receivable by Stephens Properties at RM2,550 per month for renting of premises at rooftop, Wisma Cosway, Jalan Raja Chulan, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter 31 Provision of advertising services by Berjaya Channel 700 BInfrastructure Provision of education and staff training services by BEducation Provision of leasing and hire purchase facilities by PCL TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and

20 BCorporation Group with the following Related Parties BRetail Nature of transactions undertaken by BCorporation and/or its unlisted subsidiary companies Provision of share registration services and printing to mailing by BRegistration Provision of human resources management services by EVA Management Interested Directors/ Major Shareholders and/or Persons Connected with them TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and 6.1 Estimated value from 22/10/18 to the date of next AGM (RM 000) 3 10 Singer (Malaysia) Sdn Bhd Provision of education and staff training services by BEducation Supply of stationery products by IPTSB TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and Auto Tulin Purchase of motor vehicles, component parts and other related products and services by the BCorporation Group* Provision of human resources management services by EVA Management* TSVT, DSRT, NTSP and Persons Connected with them as mentioned in the notes of Sections 2.3 and 6.1 5,000 5 Total 19,172 Grand Total 63,140 Notes:- * New Recurrent Related Party Transactions which were not covered in the previous general mandate. (1) The estimated values from 22 October 2018 to the date of next AGM in 2019 are based on historical records and budgets of the respective Recurrent Related Party Transactions. The actual value of these transactions may differ from the said estimated values. (2) BCorporation is a major shareholder of BAssets and BMedia and its direct and indirect interests in these companies as at 30 July 2018 are set out below:- % of Interest Direct Indirect BAssets Nil (a) BMedia Nil (b) Notes:- (a) (b) Deemed interested by virtue of its 100% interest in BGroup. Deemed interested by virtue of its 100% interests in BGroup and BHills. (3) TSVT is the Executive Chairman of BCorporation and a Major Shareholder of BCorporation by virtue of his direct and indirect interests in BCorporation. By virtue of his interests in BCorporation, TSVT is deemed interested in the shares of BCorporation s subsidiary companies to the extent BCorporation has an interest. 12

21 TSVT s direct and indirect interests in BAssets and BMedia as at 30 July 2018 are set out below:- % of Interest Direct Indirect BAssets (a) BMedia (b) Notes:- (a) (b) Deemed interested by virtue of his interests in BCorporation, HRESB, B&B, Berjaya VTCY Sdn Bhd, MOL.com and his deemed interests in Lim Kim Hai Sales & Services Sdn Bhd, BInfrastructure and BRetail. Deemed interested by virtue of his interests in BCorporation, HRESB, Superior Structure, BAssets (the holding company of BBSB and BTSSB), B&B (the holding company of LBSB and Nautilus) and HQZ (the ultimate holding company of Desiran Unggul and Premier Merchandise). (4) DSRT, the Chief Executive Officer of BCorporation, is the Chairman of BMedia. DSRT is a son of TSVT. Hence, DSRT and TSVT are Persons Connected with each other. DSRT is a deemed Major Shareholder of BCorporation and a deemed substantial shareholder of BMedia. DSRT is also a shareholder of BAssets. DSRT s direct and indirect interests in the aforementioned companies other than BCorporation as at 30 July 2018 are set out below:- % of Interest Direct Indirect BAssets (a) BMedia (a) Note:- (a) Deemed interested by virtue of his interest in HRESB. (5) NTSP is an Executive Director of BCorporation. NTSP is also a shareholder of BAssets with a direct interest of 0.04% in BAssets as at 30 July NTSP is a daughter of TSVT and a sister of DSRT. Hence, NTSP is a Person Connected with TSVT and DSRT. (6) 7-Eleven is a 100%-owned subsidiary of 7-Eleven Holdings. TSVT is a major shareholder of 7-Eleven Holdings by virtue of his direct interest of 23.86% and deemed interest of 20.10% in 7-Eleven Holdings through his interests in True Ascend Sdn Bhd, BCorporation (the ultimate holding company of BLand, Berjaya Philippines Inc., Bukit Kiara Resort Berhad and KDE Recreation Berhad), BAssets (the holding company of BBSB and BTSSB) and HQZ (the ultimate holding company of BRetail and Berjaya Credit Sdn Bhd). (7) TSVT and BCorporation are major shareholders of MOL.com. Their direct and indirect interests in MOL.com as at 30 July 2018 are set out below:- % of Interest Direct Indirect TSVT (a) BCorporation Nil (b) Notes: (a) Deemed interested by virtue of his interests in BCorporation. (b) Deemed interested by virtue of its 100% interest in BHills and its deemed interests in Berjaya Sompo Insurance Berhad and PCL. DSRT is a shareholder of MOL.com (8) Forum Digital is a wholly-owned subsidiary of Qinetics which in turn is an 83.97%-owned subsidiary of MOL.com. TSVT is a deemed major shareholder of Forum Digital and Qinetics by virtue of his 81.17% direct interest in MOL.com. 13

22 (9) Roda Indah is a wholly-owned subsidiary of B&B. TSVT is a deemed major shareholder of Roda Indah by virtue of his 97.00% interest in B&B. (10) U Mobile is 21.46%, 2.01% and 6.20% owned by U Telemedia, BInfrastructure and BRetail respectively. TSVT, the Chairman of U Mobile, is also a major shareholder of U Mobile by virtue of his 29.67% deemed interest in U Mobile through his interest in U Telemedia and his deemed interests in BInfrastructure and BRetail by virtue of his 99.99% interest in HQZ. (11) BInfrastructure is 40.08% owned by Intan and 20.04% owned by Mr. Morvin Tan U-Jiang. TSVT is a deemed major shareholder of BInfrastructure by virtue of his 40.08% deemed interest in BInfrastructure through his interest in Intan. Mr. Morvin Tan U-Jiang, a director of BInfrastructure, is a son of TSVT and a brother of DSRT and NTSP. Hence, Mr. Morvin Tan U-Jiang is a Person Connected with TSVT, DSRT and NTSP. (12) Singer (Malaysia) Sdn Bhd is 100% owned by BRetail, a wholly-owned subsidiary of Premier Merchandise which in turn is a wholly-owned subsidiary of Intan. TSVT is a deemed major shareholder of Intan by virtue of his 99.99% interest in HQZ, the ultimate holding company of Intan. (13) Auto Tulin is a 96.25%-owned subsidiary of B&B. TSVT is a deemed major shareholder of Auto Tulin by virtue of his 97.00% interest in B&B. 2.4 Methods Or Procedures On Which Transactions Prices Are Determined/Review Procedures For Recurrent Related Party Transactions The BCorporation Group has established various methods and procedures to ensure that Recurrent Related Party Transactions are entered into on an arm s length basis and on normal commercial terms which are consistent with the Group s normal business practices and policies and are on terms not more favourable to the Related Parties than those extended to third parties and are not detrimental to the minority shareholders. They include, inter-alia, the following:- (i) (ii) (iii) (iv) (v) (vi) The transaction prices are based on prevailing market rates/prices that are agreed upon under similar commercial terms for transactions with third parties, business practices and policies and on terms which are generally in line with industry norms; The Related Parties and interested Directors will be notified of the method and/or procedures of the BCorporation Group; Records of Recurrent Related Party Transactions will be retained and compiled by the Group accountant for submission to the Audit Committee for review; The Audit Committee is to provide a statement that it has reviewed the terms of the Recurrent Related Party Transactions to ensure that such transactions are undertaken based on terms not more favourable to the Related Parties than those generally available to the public, are not detrimental to the minority shareholders and are in the best interest of the BCorporation Group; Directors who have any interest in any Recurrent Related Party Transaction shall abstain from Board deliberations and voting and will ensure that they and any Person(s) Connected with them will also abstain from voting on the resolution at the EGM or AGM to be convened for the purpose; and Disclosures will be made in the annual report of the breakdown of the aggregate value of Recurrent Related Party Transactions during the financial year, amongst others, based on the following information:- (a) the type of the Recurrent Related Party Transactions made; and 14

23 (b) the names of the Related Parties involved in each type of the Recurrent Related Party Transactions made and their relationship with the BCorporation Group At least 2 other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, wherever possible, to determine whether the price and terms offered to/by the Related Parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities. Where quotation or comparative pricing from unrelated third parties cannot be obtained, the transaction price will be determined by the BCorporation Group based on those offered by/to other unrelated parties for the same or substantially similar type of transaction to ensure that the Recurrent Related Party Transaction is not detrimental to the BCorporation Group The guidelines for the relevant approving authority practised by the BCorporation Group in relation to Recurrent Related Party Transactions are as follows:- (i) (ii) (iii) Transactions below RM3,000,000 each in value, will be reviewed and approved by any one of the Executive Directors or such other senior executive(s) (not being a person connected with the Related Party) designated by the Audit Committee from time to time for such purpose, and tabled for review by the Audit Committee on a half yearly basis. Transactions equal to or exceeding RM3,000,000 each in value will be reviewed and approved by the Audit Committee. The Executive Director or other senior executive(s) designated by the Audit Committee from time to time for such purpose, and the Audit Committee, may, as he/it deems fit, request for additional information pertaining to the transaction under review from independent sources or advisers, including the obtaining of valuations from independent valuers. 2.5 Statement By Audit Committee The Audit Committee of BCorporation has seen and reviewed the procedures mentioned in Section 2.4 above and is of the opinion that the abovementioned procedures are sufficient to ensure that the Recurrent Related Party Transactions are carried out on terms not more favourable to the Related Parties than those generally available to the public and are not detrimental to the interests of the minority shareholders The BCorporation Group has in place adequate procedures and processes to monitor, track and identify Recurrent Related Party Transactions in a timely and orderly manner. The Audit Committee of BCorporation conducts the review of these procedures and processes on a half yearly basis. 2.6 Existing Mandate On Recurrent Related Party Transactions Set out below is the actual value transacted of each Recurrent Related Party Transactions, from the date on which the existing mandate was obtained on 26 October 2017 up to 30 July 2018, being the latest practicable date before the printing of this Circular, together with its estimated value as disclosed in the Circular to Shareholders dated 29 August 2017:- BCorporation Group with the following Related Parties Nature of transactions undertaken by BCorporation and/or its unlisted subsidiary companies BAssets and its unlisted subsidiary companies:- BAssets Actual value transacted from 26/10/17 to 30/7/18 (RM 000) Estimated value as disclosed in the Circular to Shareholders dated 29/8/17 (RM 000) Provision of share registration services by BRegistration (1) 15

24 BCorporation Group with the following Related Parties BAssets and its subsidiary companies Nature of transactions undertaken by BCorporation and/or its unlisted subsidiary companies Provision of leasing and hire purchase facilities by PCL Actual value transacted from 26/10/17 to 30/7/18 (RM 000) - Estimated value as disclosed in the Circular to Shareholders dated 29/8/17 (RM 000) 4,400 Supply of stationery products and printing services by IPTSB Provision of education and staff training services by BEducation Supply of cleaning chemical products by KSMSB 1 30 Provision of human resources management services by EVA Management 5 9 Loyalty reward fees received by BLoyalty for managing the loyalty card programme BTS Car Park Sdn Bhd Sapphire Transform Sdn Bhd BTSSB Parking charges paid by the BCorporation Group for leasing of parking bays Rental paid by RU Café for renting of shoplot at Lot G-09, Ground Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur Rental paid by KUB-Berjaya Enviro for renting of office premises at Lots 09-01, & 09-03, 9 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur BTSSB Rental paid by BBurger for renting of café at Lot 03-89, 3 rd Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur Rental paid by BBurger for renting of office premises at Lots 09-16, & 09-18, 9 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur (2) BTSSB Rental paid by Berjaya Engineering for renting of office premises at Lots & 09-39, 9 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur

25 BCorporation Group with the following Related Parties BTSSB BTSSB Nature of transactions undertaken by BCorporation and/or its unlisted subsidiary companies Rental paid by Roasters Asia Pacific (M) Sdn Bhd for renting of office premises at Lot 07-24, 7 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur Rental paid by CMSB for renting of shoplots at Lots LG-12 & LG-20, Lower Ground Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur Actual value transacted from 26/10/17 to 30/7/18 (RM 000) Estimated value as disclosed in the Circular to Shareholders dated 29/8/17 (RM 000) BTSSB Rental paid by Berjaya Krispy Kreme for renting of showroom cum office at Lots 08-29, 08-30, & 08-33, 8 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur (3) - 92 Rental paid by Berjaya Krispy Kreme for renting of kiosk at Lot LG19-C, Lower Ground Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur BTSSB BTSSB BTSSB BTSSB Rental paid by Berjaya College for renting of office premises at Lots 10-11, & 10-12A, 10 th Floor, and Lot 11-02A, 11 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur Rental paid by BHills for renting of office premises at Lots 08-65, & 08-67, 8 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur (4) Rental paid by BRegistration for renting of office premises at Lot 10-02A, 10 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur Rental paid by BHigher Education for renting of: premises at Lot 14-01, 14 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur 2. shoplots at Lots 09-23, & 09-25, 9 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur ,

26 BCorporation Group with the following Related Parties BTSSB BTSSB Nature of transactions undertaken by BCorporation and/or its unlisted subsidiary companies Rental paid by RU Café for renting of office premises at Lot 09-05, 9 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur Rental paid by IPS for renting of premises at rooftop, Berjaya Times Square, Jalan Imbi, Kuala Lumpur Actual value transacted from 26/10/17 to 30/7/18 (RM 000) Estimated value as disclosed in the Circular to Shareholders dated 29/8/17 (RM 000) Total 3,660 9,249 BMedia and its unlisted subsidiary company:- BMedia Provision of share registration services and printing to mailing by BRegistration Management fees received by BCorporation for services rendered that include, inter-alia, the provision of finance, secretarial, internal audit and general administrative services Provision of education and staff training services by BEducation Provision of human resources management services by EVA Management (5) 20 5 Sun Media Corporation Sdn Bhd Procurement of advertising and publishing services by the BCorporation Group 409 5,350 Provision of leasing and hire purchase facilities by PCL Provision of transportation services by Successline (M) Sdn Bhd and Securexpress Services Total 647 6,365 7-Eleven Holdings and its unlisted subsidiary company:- 7-Eleven Loyalty reward fees received by BLoyalty for managing the loyalty card programme Provision of leasing and hire purchase facilities by PCL Provision of transportation services by Securexpress Services Provision of education and staff training services by BEducation - 7,990-5,000 20,