RGB INTERNATIONAL BHD.

Transcription

1 THIS CIRCULAR 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 professional adviser immediately. Bursa Malaysia Securities Berhad ( W) takes no responsibility for the contents of this Circular, 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. RGB INTERNATIONAL BHD. (Company No K) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED ADDITIONAL AND RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE AND NOTICE OF EXTRAORDINARY GENERAL MEETING The Notice of the Extraordinary General Meeting, which will be held at Sri Perak 1 & 2, Level 4, Bayview Hotel Georgetown Penang, 25A Farquhar Street, Penang on Thursday, 26 May 2016 at a.m. or immediately following the conclusion of the Annual General Meeting scheduled to be held at a.m. on the same day and at the same venue, together with the Form of Proxy are enclosed together therein. The Form of Proxy must be deposited at the Registered Office of the Company at Suite 16-1 (Penthouse Upper), Menara Penang Garden, 42A Jalan Sultan Ahmad Shah, Penang not less than forty-eight (48) hours before the time appointed for holding the Extraordinary General Meeting or at any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting at the meeting if you subsequently wish to do so. The last day and time for you to lodge the Form of Proxy is on Tuesday, 24 May 2016 at a.m. This Circular is dated 11 May 2016

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3 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular:- Act The Malaysian Companies Act, 1965 as amended from time to time and any re-enactment thereof AGM Annual General Meeting AC Audit Committee of RGBI Board or Board of Directors The Board of Directors of RGBI Bursa Securities Bursa Malaysia Securities Berhad ( W) Directors Shall have the meaning given in Section 4 of the Act and includes any person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, a Director of RGBI (or any other company which is its subsidiary or holding company) or a Chief Executive Officer of RGBI, its subsidiaries or holding company EGM Extraordinary General Meeting Listing Requirements Main Market Listing Requirements of the Bursa Securities including any amendments to the Listing Requirements that may be made from time to time LPD 15 April 2016, being the latest practicable date prior to printing of this Circular Major Shareholder A person who is or was within the preceding six (6) months of the date on which the terms of the transactions were agreed upon, has an interest or interests in one or more voting shares in the corporation and the nominal amount of that share, or the aggregate of the nominal amounts of those shares is:- (a) 10% or more of the aggregate of the nominal amounts of all voting shares in the corporation; or (b) 5% or more of the aggregate of the nominal amounts of all the voting shares in the corporation where such person is the largest shareholder of the corporation. For the purpose of this definition, interest in shares has the meaning given in Section 6A 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 the Company or any other company which is its subsidiary or holding company

4 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) A member of the Director s or Major Shareholder s family, which family shall have the meaning given in Section 122A of the Act; (b) A trustee of a trust (other than a trustee for an employee share scheme or pension scheme) under which the Director, Major Shareholder or a member of the Director s or Major Shareholder s family is the sole beneficiary; (c) A partner of the Director, Major Shareholder or a partner of a Person Connected with that Director or Major Shareholder; (d) A person who is 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; (e) A person 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; (f) A body corporate or its directors which/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; (g) A body corporate or its directors whose directions, instructions or wishes the Director or Major Shareholder is accustomed or under an obligation, whether formal or informal, to act; (h) A body corporate in which the Director, Major Shareholder and/or Persons connected with him are entitled to exercise, or control the exercise of, not less than 15% of the votes attached to voting shares in the body corporate; or (i) A body corporate which is a related corporation Proposed Proposed additional and renewal of existing shareholders mandate for RGBI Shareholders Mandate Group to enter into Recurrent Related Party Transactions Recurrent Related Party Transactions or RRPT Transactions with Related Parties involving recurrent transactions of a revenue or trading nature which are necessary for RGBI Group s day-to-day operations and are in the ordinary course of business of RGBI Group Related Parties Directors, Major Shareholders and/or Persons Connected with such Directors or Major Shareholders of the Company RGBI or Company RGB International Bhd. ( K) RGBI Group or Group RGBI and its subsidiary companies which are involved in the RRPT RM and sen Ringgit Malaysia and sen, respectively

5 TABLE OF CONTENTS CIRCULAR TO SHAREHOLDERS OF RGBI 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSED SHAREHOLDERS MANDATE RATIONALE FOR, AND BENEFITS OF THE PROPOSED SHAREHOLDERS MANDATE 9 4. CONDITION OF THE PROPOSED SHAREHOLDERS MANDATE 9 5. EFFECTS OF THE PROPOSED SHAREHOLDERS MANDATE 9 6. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS DIRECTORS RECOMMENDATION EGM FURTHER INFORMATION 11 APPENDIX I FURTHER INFORMATION 12 NOTICE OF EGM 13 FORM OF PROXY Enclosed

6 RGB INTERNATIONAL BHD. (Company No K) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office:- Suite 16-1 (Penthouse Upper) Menara Penang Garden 42A Jalan Sultan Ahmad Shah Penang 11 May 2016 Directors Dato Mahinder Singh Dulku Datuk Chuah Kim Seah Datuk Lim Tow Boon Mazlan Ismail Chuah Kim Chiew Ng Eng Tong Lam Voon Kean Dato Wira Norazman Hamidun (Independent Non-Executive Chairman) (Managing Director) (Chief Operating Officer) (Executive Director) (Executive Director) (Senior Independent Non-Executive Director) (Independent Non-Executive Director) (Independent Non-Executive Director) To: The Shareholders of RGBI Dear Sir/Madam, PROPOSED ADDITIONAL AND RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INTRODUCTION Our Company had, at its EGM held on 29 May 2015, obtained a general mandate from the shareholders for RGBI Group to enter into the Recurrent Related Party Transactions of a revenue or trading nature which are necessary for RGBI Group s day-to-day operations and are in the ordinary course of business and on terms that are not more favourable to the Related Parties than those generally available to the public. The said general mandate for RRPT shall, in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming AGM unless authority for its renewal is renewed. The Board of Directors of our Company had, on 18 April 2016, announced that the Company proposed to seek an additional and renewal of mandate in respect of the existing RRPT from our shareholders pursuant to Paragraph of the Listing Requirements at the forthcoming EGM to be convened. The purpose of this Circular is to provide you with the relevant information on the Proposed Shareholders Mandate and to seek your approval for the ordinary resolution to be tabled at the forthcoming EGM, which will be convened at Sri Perak 1 & 2, Level 4, Bayview Hotel Georgetown Penang, 25A Farquhar Street, Penang on Thursday, 26 May 2016 at a.m. or immediately following the conclusion of the AGM scheduled to be held at a.m. on the same day and at the same venue. YOU ARE ADVISED TO READ AND CONSIDER THE CONTENTS OF THIS CIRCULAR INCLUDING THE APPENDIX CAREFULLY BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSED SHAREHOLDERS' MANDATE TO BE TABLED AT THE FORTHCOMING EGM.

7 DETAILS OF THE PROPOSED SHAREHOLDERS MANDATE Provisions under the Listing Requirements Paragraph 10.09(2) of the Listing Requirements provides that a listed issuer may seek a shareholders mandate in respect of recurrent transactions with related parties which are of a revenue or trading nature and are necessary for its day-to-day operations subject to the following:- (a) (b) 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 in relation to a listed issuer with an issued and paid-up share capital of RM60 million and above; (i) the consideration, value of the assets, capital outlay or costs of the aggregated transactions is RM1 million or more; or (ii) any one of the percentage ratios of such aggregated transactions is equal to or exceeds 1%, whichever is the higher; (c) (d) (e) the listed issuer s circular to shareholders for the shareholders mandate includes the information as may be prescribed by Bursa Securities. The draft circular must be submitted to Bursa Securities together with a checklist showing compliance with such information; in a meeting to obtain the 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 a person connected with a director or major shareholder, such director or major shareholder, must not vote on the resolution approving 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 the listed issuer immediately announces to Bursa Securities when the actual value of recurrent related party transactions entered by the listed issuer, exceeds the estimated value of the recurrent related party transactions disclosed in the circular by 10% or more and must include the information as may be prescribed by Bursa Securities in its announcement. Background information RGBI is an investment holding company whilst the principal activities of the subsidiary companies are more particularly set out under Note 18 to the Audited Financial Statement for the financial year ended 31 December 2015 enclosed in the Annual Report The subsidiary companies of RGBI which are involved in the RRPT are as set out in the table below: Names of companies RGB Sdn. Bhd. ( RGBSB ) Equity interest held Principal activities 100% Manufacturing, refurbishment, technical support and maintenance, sales and marketing of gaming and amusement machines and equipment, sales and marketing of security surveillance products and systems for local and overseas markets. RGB Ltd. ( RGBL ) 100% Investment holding, sales and marketing, technical support and management of gaming and amusement machines and equipment solely for the overseas markets. RGB (Macau) Limited ( RGBML ) 100% Import and export including sales and marketing and technical support and management of gaming and amusement machines and equipment.

8 RGBI Group enters into the RRPT referred to in Section 2.4 which are necessary for the day-to-day operations with certain Related Parties of our Company in the ordinary course of business. Such RRPT will be carried out at arm's length basis, on normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public and which will not be to the detriment of the minority shareholders of RGBI. The transactions may occur in periodic requirements and are not bound by any preceding agreements negotiated in advance. The RRPT will also be subject to the review procedures set out in Section 2.6 below. Validity of the Proposed Shareholders Mandate The Proposed Shareholders Mandate, if approved by the shareholders at the forthcoming EGM will take effect from the date of passing of the proposed ordinary resolution at the EGM and shall continue to be in force until:- (a) (b) (c) the conclusion of the next AGM following the forthcoming EGM at which the Proposed Shareholders Mandate is passed, at which time it will lapse, unless the authority is renewed by a resolution passed at the next AGM; or the expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or revoked or varied by resolution passed by the shareholders in general meeting; whichever is the earlier. Thereafter, the approval from the shareholders will be sought for the renewal of the Proposed Shareholders Mandate for RRPT at each subsequent AGM of the Company. Details of RRPT of the Company which are in accordance with Paragraph of the Listing Requirements are set out in the ensuing sections. Class and Nature of the Recurrent Related Party Transactions The principal activities of the other transacting Related Parties The principal activities of the other transacting Related Parties that will be entering into the RRPT with RGBI Group are set out below: Transacting Related Party Channel Paradise Sdn. Bhd. ( CPSB ) Timor Holding, Lda. ( THL ) Manju Sdn. Bhd. ( MSB ) Suneka Sdn. Bhd. (SSB ) Pacific Legenda Capital Ltd. ( PLCL ) Principal activities Trading of all kinds of amusement, gaming machines accessories and spare parts. Operating of amusement and electronic gaming machines. Entertainment and recreation club proprietor. Management of sports and recreation club for Kelab Master Bukit Mertajam, Penang. Investment holding and leisure and gaming business.

9 Nature of the Recurrent Related Party Transactions The details of the nature and estimated annual value of the RRPT in respect of which RGBI Group is seeking renewal mandate from its shareholders as contemplated under the Proposed Shareholders Mandate are as follows: (a) Proposed Renewal of Shareholders Mandate Provider of goods and services Recipient of goods and services Nature of Transaction Estimated aggregate value as disclosed in the Circular to Shareholders dated 8 May 2015 Actual value transacted ( Actual Value ) (ii) Estimated Value from forthcoming AGM to next AGM Related Parties RGBSB CPSB Sale of 4,000,000 1,576,200 4,000,000 Datuk Chuah Kim Seah is a director and major shareholder products (i) of RGBI. He is also a director of RGBSB. Chuah Kim Chiew is a director of RGBI and RGBSB. Dato Chuah Poh Aun, a person connected to Datuk Chuah Kim Seah, Chuah Kim Chiew and Chuo Ah Ngau, is a director and major shareholder of CPSB. Chuah Eng Hwa, an employee of RGBI and a person connected to Datuk Chuah Kim Seah and Chuah Eng Meng, is a director and major shareholder of CPSB. Datin Tok Moy, a person connected to Dato Chuah Poh Aun, Datuk Chuah Kim Seah and Chuah Kim Chiew, is a director of CPSB. Chuah Eng Meng, a person connected to Datuk Chuah Kim Seah and Chuah Eng Hwa, is a director of CPSB. Chuo Ah Ngau is a director of RGBSB and a person connected to Dato Chuah Poh Aun and Datin Tok Moy. Notes: (i) Products include gaming and amusement machines, gaming system, spare parts, casino equipment and accessories, gaming equipment and accessories. (ii) The actual value transacted of RRPT from the date on which the existing mandate was obtained up to the LPD.

10 Nature of the Recurrent Related Party Transactions (a) Proposed Renewal of Shareholders Mandate (cont d) Provider of goods and services Recipient of goods and services Nature of Transaction Estimated aggregate value as disclosed in the Circular to Shareholders dated 8 May 2015 Actual value transacted ( Actual Value ) (ii) Estimated Value from forthcoming AGM to next AGM Related Parties RGBI Group Sale of management fee (iii) products and leasing of management, technical support products (i), THL 8,000,000 3,636,890 8,000,000 Datuk Chuah Kim Seah is a director and major shareholder of RGBI and THL via his interest in 1 Georgetown Ltd. ( 1GL ). 1GL is a major shareholder of THL. He is also a director of RGBSB, RGBL, RGBML and 1GL. Datuk Lim Tow Boon is a director of RGBI, RGBSB, RGBL, RGBML, THL and 1GL. He is also a major shareholder of THL via his interest in 1GL. The details of the nature and estimated annual value of the RRPT in respect of which RGBI Group is seeking fresh mandate from its shareholders as contemplated under the Proposed Additional Shareholders Mandate are as follows: (b) Proposed Additional Shareholders Mandate Provider of goods and services Recipient of goods and services Nature of Transaction Estimated Value from forthcoming AGM to next AGM Related Parties RGBSB MSB Sale of products (i) and technical fee 1,000,000 Datuk Chuah Kim Seah is a director of RGBI, RGBSB and MSB. He is also a major shareholder of RGBI and MSB. Chuah Kim Chiew is a director of RGBI, RGBSB and MSB. He is also a major shareholder of MSB. Notes: (i) Products include gaming and amusement machines, gaming system, spare parts, casino equipment and accessories, gaming equipment and accessories. (ii) The actual value transacted of RRPT from the date on which the existing mandate was obtained up to the LPD. (iii) Provision of management services encompassing advisory works.

11 Nature of the Recurrent Related Party Transactions (b) Proposed Additional Shareholders Mandate (cont d) Provider of goods and services Recipient of goods and services Nature of Transaction Estimated Value from forthcoming AGM to next AGM Related Parties RGBSB SSB Sale of products (i) 1,000,000 Datuk Chuah Kim Seah is a director of RGBI, RGBSB and SSB. He is also a major shareholder of RGBI and SSB. Chuah Kim Chiew is a director of RGBI, RGBSB and SSB. He is also a major shareholder of SSB. RGBI Group PLCL Sale of products (i) 2,000,000 Datuk Chuah Kim Seah is a director of RGBI, RGBSB, RGBL, RGBML and PLCL. He is also a major shareholder of RGBI and PLCL. Datuk Lim Tow Boon is a director of RGBI, RGBSB, RGBL, RGBML and PLCL. He is also a shareholder of PLCL. Mazlan Ismail is a director of RGBI, RGBSB, RGBL and PLCL. He is also a major shareholder of PLCL. Chuah Kim Chiew is a director of RGBI, RGBSB, RGBL and PLCL. He is also a major shareholder of PLCL. Notes: (i) Products include gaming and amusement machines, gaming system, spare parts, casino equipment and accessories, gaming equipment and accessories.

12 Amount Due and Owing Under Recurrent Related Party Transactions As at the financial year ended 31 December 2015, the outstanding amount due and owing to RGBI Group arising from RRPT as per Section 2.4 which has exceeded the credit term are as follows: No. Transacting Parties Exceeding credit term but 1 year Principal Interest Principal > 1 year to 3 years Interest > 3 years to 5 years Principal Interest Principal > 5 years 1 CPSB 186,491.33* Interest There were no interest and late payment charges imposed on the overdue amounts as the Board is of the opinion that the outstanding amounts are not substantial and recoverable. An amount of RM75,382 had been settled as at LPD. The management has and will continue to meet and discuss with the debtors for the repayment of the outstanding amounts as well as reminder letters. Method or Procedures on Which Transaction Prices are Determined/Review Procedures for Recurrent Party Transactions To ensure that RRPT are conducted at arm s length and on normal commercial terms consistent with RGBI Group s business practices and policies, the management will ensure that transactions with Related Parties will be entered into in the normal course of business and the terms of which shall be established on a negotiated basis consistent with commercial terms for the transactions with third parties, and undertaken on transaction prices and on terms not more favourable than those generally available to the public and are not prejudicial to the interest of RGBI or its minority shareholders. The policies and procedures established by RGBI Group are as follows: (a) (b) A list of Related Parties is stated in the Group s Policy and Procedures for Related Party Transactions ( the Policy ). The list is provided to the relevant personnel within RGBI Group and at the same time, the Related Parties will be notified that all related party transactions are required to be undertaken on arm's length basis and on normal commercial terms. In addition, an approval has to be obtained from the Board and the AC before entering into any transactions with new related party. Management will review through all RRPT including commercial contracts and present to the AC for review pursuant to factors, including but not limited to the following: the benefits of the transaction to RGBI Group; the arm s length basis maintained during negotiations and the commercial reasonableness of the terms of the transaction; the materiality of the RRPT to RGBI Group; justification as to why the transaction must be undertaken with the related party, for example that the goods/service sourced from the related party cannot be obtained elsewhere or if need be, an independent valuation report annexed for that purpose; the extent of the related party s interest in the RRPT; the impact of the transaction on an employee or director s independence; the actual or apparent conflict of interest of the related party s participation in the RRPT; and any other factors the AC deems appropriate. Commercial contracts are submitted to Legal Compliance Department and/or Finance Department for review. Any potential related party transactions that are brought to management s attention are analysed by the Legal Compliance Department and/or Finance Department, in consultation with Credit Review and Risk Assessment ( CRRA ) Committee and with outside counsel, as appropriate, to determine whether the transaction or relationship does, in fact, constitute a RRPT requiring compliance with the Policy.

13 CRRA Committee will review all RRPT presented by Legal Compliance Department and/or Finance Department. Decision shall be made by the majority of CRRA Committee. The interested Executive Directors will abstain from deliberation and voting at the meeting of CRRA Committee. In the event of potential or questionable transactions or situations, the CRRA Committee will perform, among others, background checks to obtain relevant information to satisfy and ascertain the nature of the transaction. (c) (d) (e) (f) (g) (h) Records are maintained by RGBI Group to capture all RRPT, which are entered into pursuant to the shareholders' mandate. Reports thereof are circulated to the AC on quarterly basis for its notation, review and monitoring of such RRPT. Annual declaration made by the Directors of RGBI in writing, if there are any undisclosed related party transaction and conflict of interest situations involving their interest, either directly or indirectly. All Directors, nominees for Directors and key executive officers shall promptly notify the Board in writing of any interest such person or an immediate family member of such person had, has or may have in RRPT. The AC, as deemed appropriate, shall review the Policy to ascertain that the guidelines and procedures established to monitor RRPT have been complied with. The Board and the AC have reviewed the procedures and shall continue to review the procedures as and when required, with the authority to sub-delegate to CRRA Committee, as they deem appropriate. If a member of the Board or the AC has an interest in the transaction to be reviewed by the Board or the AC as the case may be, he/she will abstain from any decision-making by the Board or the AC in respect of the transaction. At least two (2) other contemporaneous transactions with unrelated third parties for similar products/services and/or qualities 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. In the event that a quotation or comparative pricing from unrelated third party cannot be obtained, for instance where the vendor is the sole distributors/agents or an in-depth knowledge, understanding and evaluation of the requirements of the industry are critical for the product/service offered, the transaction price will be determined based on the usual business practice of the Group to ensure that the RRPT is not detrimental to the Group. Threshold for Approval of RRPT There are no specific thresholds for approval of RRPT within the Group. However, all RRPT are subject to the review and/or approval of the appropriate level of authority pursuant to the procedures as disclosed in section 2.6 above set by the AC, subject to the provisions in the Listing Requirements and/or the Act and depending on the type of transactions, to ensure the RRPT will be carried out at arm s length basis and on terms not more favourable to the Related Parties than those generally available to the public; and are not to the detriment of the minority shareholders. Disclosure in the Annual Report Disclosure will be made in RGBI s Annual Report of the breakdown of the aggregate value of the RRPT made during the financial year, types of transactions made, names of the Related Parties involved and their relationship with RGBI Group pursuant to the Proposed Shareholders Mandate in accordance with paragraph 10.09(2) and Practice Note No. 12 of the Listing Requirements. Deviation from mandate The actual value of RRPT did not exceed 10% of the estimated value as approved under the previous shareholders mandate granted to the Company at the last EGM.

14 Statement by the AC The AC of RGBI has seen and reviewed the procedures mentioned in section 2.6 above and is of the opinion that the above-mentioned procedures, as well as the periodic reviews to be made by the AC in relation thereto, are sufficient to ensure that the RRPT 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 AC is also of the view that RGBI Group has in place adequate procedures and processes to monitor, track and identify RRPT in a timely and orderly manner and such procedures and processes are reviewed by the AC and/or the management staff as and when necessary. RATIONALE FOR, AND BENEFITS OF THE PROPOSED SHAREHOLDERS MANDATE The Proposed Shareholders Mandate will enable the Group to enter into RRPT, which are in the ordinary course of the Group s businesses, on normal commercial terms that are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders. It is envisaged that in the ordinary course of the Group s business, the RRPT between the Group and the Related Parties are likely to occur from time to time and it may be impractical to seek shareholders approval on a case to case basis before entering into such RRPT. The Proposed Shareholders Mandate will enable the Group to continue to carry out RRPT necessary for the Group s day-to-day operations thus enhancing the Group s ability to pursue business opportunities which are time-sensitive in nature in a more efficient manner by transacting with the Related Parties. The Group will have an advantage of familiarity with the background, management and the financial well-being of the Related Parties which will enable a more informed commercial decision to be made by the Group on a timely manner. The shareholders' mandate and the renewal thereof on an annual basis would eliminate the necessity to convene separate general meetings from time to time to seek shareholders' approval as and when such RRPT of a revenue or trading nature arise, thereby reducing substantial administrative time and costs associated with the convening of such general meetings, without compromising the corporate objective or adversely affecting the business opportunities available to RGBI Group. CONDITION OF THE PROPOSED SHAREHOLDERS MANDATE The Proposed Shareholders Mandate is conditional upon approval being obtained from shareholders at the forthcoming EGM. EFFECTS OF THE PROPOSED SHAREHOLDERS MANDATE The Proposed Shareholders Mandate is not expected to have any effect on the issued and paid-up share capital, shareholdings of major shareholders of the Company. The Proposed Shareholders Mandate is also not expected to have any material effects on earnings and net assets of RGBI Group for the financial year ending 31 December 2016.

15 DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS The direct and indirect interest of the interested Major Shareholders and the interested Directors of RGBI and Persons Connected with them as at LPD are summarised below: Interested Major Shareholders of Direct Indirect RGBI No. of % No. of % ordinary shares ordinary shares Datuk Chuah Kim Seah 344,350, ,603,800 (1) 0.12 Note: (1) Deemed interested pursuant to Section 6A of the Act. Interested Directors of RGBI Direct Indirect No. of ordinary shares % No. of ordinary shares Datuk Chuah Kim Seah 344,350, ,753,800 (1) 0.13 Datuk Lim Tow Boon 6,640, Mazlan Ismail ,031,986 (2) 9.79 Chuah Kim Chiew 26,764, ,603,800 (2) 0.12 Note: (1) Deemed interested pursuant to Section 6A of the Act and the shareholdings of his spouse, Datin Tan Soon Kim in RGBI. (2) Deemed interested pursuant to Section 6A of the Act. Interested Persons Connected to Direct Indirect Interested Directors and Interested No. of % No. of Major Shareholders of RGBI ordinary ordinary % shares shares Dato Chuah Poh Aun 92, Datin Tok Moy Chuo Ah Ngau 84, Chuah Eng Hwa ,000 (1) 0.01 Chuah Eng Meng Note: (1) Deemed interested pursuant to Section 6A of the Act. The abovementioned Interested Major Shareholders will abstain and has undertaken to ensure that Persons Connected with them will abstain from voting, deliberating or approving in respect of their direct and indirect interests in RGBI on the ordinary resolution pertaining to the Proposed Shareholders Mandate at the forthcoming EGM. The interested Directors, Datuk Chuah Kim Seah, Datuk Lim Tow Boon, Mazlan Ismail and Chuah Kim Chiew had abstained and will continue to abstain from Board deliberation and voting in respect of their direct and indirect interests in RGBI on the ordinary resolution pertaining to the Proposed Shareholders Mandate in which they are interested at the Board level and at the forthcoming EGM. %

16 The interested Directors and/or interested Major Shareholders have undertaken to ensure that all the Persons Connected to them will abstain from voting in respect of their direct and/or indirect interests in the Company on the ordinary resolution pertaining to the Proposed Shareholders Mandate at the forthcoming EGM. Save as disclosed above, none of the other Directors and Major Shareholders of RGBI and/or Persons Connected with them, has any interest, direct or indirect in the Proposed Shareholders Mandate. DIRECTORS' RECOMMENDATION The Board of Directors (with the exception of Datuk Chuah Kim Seah, Datuk Lim Tow Boon, Mazlan Ismail and Chuah Kim Chiew who had abstained from expressing any opinion and recommendation in relation to the Proposed Shareholders Mandate), having considered all aspects of the Proposed Shareholders Mandate, is of the opinion that it is in the best interest of RGBI Group and accordingly, recommend that you vote in favour of the ordinary resolution on the Proposed Shareholders Mandate to be tabled at the forthcoming EGM. EGM An EGM, the notice of which is set out in this Circular, will be held at Sri Perak 1 & 2, Level 4, Bayview Hotel Georgetown Penang, 25A Farquhar Street, Penang on Thursday, 26 May 2016 at a.m. or immediately following the conclusion of the Annual General Meeting scheduled to be held at a.m. on the same day and at the same venue for the purpose of considering and, if thought fit, passing with or without any modification to the ordinary resolution to give effect to the Proposed Shareholders Mandate. If you are unable to attend and vote at the EGM, please complete the Form of Proxy and forward it to the Registered Office of the Company at Suite 16-1 (Penthouse Upper), Menara Penang Garden, 42A Jalan Sultan Ahmad Shah, Penang, so as to arrive at least forty-eight (48) hours before the time fixed for the holding of the EGM or any adjournment thereof. The Form of Proxy should be completed strictly in accordance with the instructions contained therein. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. FURTHER INFORMATION Shareholders are requested to refer to the attached Appendix I for further information. Yours faithfully For and on behalf of the Board of RGB INTERNATIONAL BHD. DATO MAHINDER SINGH DULKU Independent Non-Executive Chairman

17 APPENDIX I FURTHER INFORMATION 1. RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Board and the Directors collectively and individually accept full responsibility for the accuracy of the information given herein and confirm that after making all reasonable enquiries and to the best of their knowledge and belief, there are no other material facts, the omission of which would make any statement herein misleading. 2. MATERIAL LITIGATION Neither RGBI nor any of its subsidiary companies is engaged in any material claims, litigation and/or arbitration either as plaintiff or defendant, which has a material effect on the financial position of RGBI Group and our Directors are not aware of any proceedings pending or threatened, against RGBI Group or of any fact likely to give rise to any proceedings which might materially and adversely affect the position or business of RGBI Group immediately preceding the date of this Circular, save for the announcements made on 8 February 2013 and 15 February 2013 ( the said announcements ). With regard to the said announcements pertaining to the alleged design infringement on jackpot signages filed by a third party in Macau Court of which RGBML has no direct business dealings, a writ of summons was served on RGBML, as one of the defendants on 17 October There is no further development of the suit subsequent to the Statement of Defence filed by RGBML s solicitors on 24 October MATERIAL CONTRACTS Neither the Company nor any of its subsidiary companies has entered into any material contracts (not being contracts entered into in the ordinary course of business) within 2 years immediately preceding the date of this Circular. 4. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the registered office of the Company at Suite 16-1 (Penthouse Upper), Menara Penang Garden, 42A Jalan Sultan Ahmad Shah, Penang during the normal office hours from Mondays to Fridays (except public holidays) from the date of this Circular up to the time set for convening the EGM:- (a) Memorandum and Articles of Association of RGBI; and (b) Audited consolidated financial statements of RGBI for the past two (2) financial years ended 31 December 2014 and 31 December 2015.

18 RGB INTERNATIONAL BHD. (Company No K) (Incorporated in Malaysia under the Companies Act, 1965) NOTICE IS HEREBY GIVEN THAT the Extraordinary General Meeting of RGB INTERNATIONAL BHD. ( the Company ) will be held at Sri Perak 1 & 2, Level 4, Bayview Hotel Georgetown Penang, 25A Farquhar Street, Penang on Thursday, 26 May 2016 at a.m. or immediately following the conclusion of the Annual General Meeting ( AGM ) scheduled to be held at a.m. on the same day and at the same venue for the purpose of considering and if thought fit passing the following resolution, with or without modifications: ORDINARY RESOLUTION PROPOSED ADDITIONAL AND RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE THAT approval be and is hereby given to the Company and its subsidiary companies ( the Group ) to enter into and to give effect to the recurrent related party transactions of a revenue or trading nature as specified in Section 2 of the Circular to Shareholders dated 11 May 2016, provided that such arrangements and/or transactions which are necessary for the Group s day-to-day operations are undertaken in the ordinary course of business, at arm s length basis, on normal commercial terms which are not more favourable to the related parties than those generally available to the public and not detrimental to the minority shareholders of the Company (hereinafter referred to as the Proposed Shareholders Mandate ). THAT the Proposed Shareholders Mandate shall continue to be in force until: (i) the conclusion of the next AGM of the Company at which time it will lapse, unless by a resolution passed at the said AGM, the authority is renewed; (ii) the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 143(1) of the Companies Act, 1965 ( the Act ) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or (iii) revoked or varied by resolution passed by the shareholders of the Company at a general meeting, whichever is earlier. AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary or in the best interest of the Company to give effect to the Proposed Shareholders Mandate. By Order of the Board WOON MEI LING (MAICSA ) Company Secretary Penang 11 May 2016 Notes: 1. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b)&(c) of the Act shall not apply to the Company. 2. For a proxy to be valid, the Form of Proxy duly completed must be deposited at the Registered Office of the Company, Suite 16-1 (Penthouse Upper), Menara Penang Garden, 42A Jalan Sultan Ahmad Shah, Penang, Malaysia not less than forty-eight (48) hours before the time appointed for holding the meeting. 3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting. 4. Where a member appoints two (2) or more proxies, the appointment shall be invalid unless he specifies the proportions of his shareholding to be represented by each proxy. 5. If the appointor is a corporation, the Form of Proxy must be executed under the corporation s seal or under the hand of an officer or attorney duly authorised. 6. Where a member of the Company is an authorised nominee as defined under the Central Depositories Act, it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 7. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account ( omnibus account ), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account its holds. 8. In respect of deposited securities, only members whose names appear on the Record of Depositors on 19 May 2016 (General Meeting Record of Depositors) shall be eligible to attend the meeting or appoint proxy(ies) to attend and/or vote on his/her behalf.

19 FORM OF PROXY CDS Account No.: RGB INTERNATIONAL BHD. (Company No K) (Incorporated in Malaysia under the Companies Act, 1965) No. of shares held: I/We (Full Name in Block Letters) NRIC/ Company No. of (Address) being a *member/members of RGB International Bhd. ( the Company ) hereby appoint (Full Name in Block Letters) NRIC No. of (Address) or failing him/her (Full Name in Block Letters) of (Address) or failing *him/her, the Chairman of the meeting as *my/our proxy, to vote for *me/us on my/our behalf at the Extraordinary General Meeting of the Company to be held at Sri Perak 1 & 2, Level 4, Bayview Hotel Georgetown Penang, 25A Farquhar Street, Penang on Thursday, 26 May 2016 at a.m. or immediately following the conclusion of the Annual General Meeting scheduled to be held at a.m. on the same day and at the same venue and at any adjournment thereof in the manner indicated below: Ordinary Resolution For Against Proposed Additional and Renewal of Shareholders Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature (Please indicate with an x in the appropriate box against the Ordinary Resolution how you wish your votes to be cast. If no specific direction as to voting is given, the proxy will vote or abstain at his/her discretion.) Signed this day of 2016 Notes: 1. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b)&(c) of the Companies Act, 1965 shall not apply to the Company. 2. For a proxy to be valid, the Form of Proxy duly completed must be deposited at the Registered Office of the Company at Suite 16-1 (Penthouse Upper), Menara Penang Garden, 42A Jalan Sultan Ahmad Shah, Penang, Malaysia not less than forty-eight (48) hours before the time appointed for holding the meeting. 3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting. 4. Where a member appoints two (2) or more proxies, the appointment shall be invalid unless he specifies the proportions of his shareholding to be represented by each proxy. 5. If the appointor is a corporation, the Form of Proxy must be executed under the corporation s seal or under the hand of an officer or attorney duly authorised. 6. Where a member of the Company is an authorised nominee as defined under the Central Depositories Act, it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 7. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account ( omnibus account ), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account its holds. 8. In respect of deposited securities, only members whose names appear on the Record of Depositors on 19 May 2016 (General Meeting Record of Depositors) shall be eligible to attend the meeting or appoint proxy(ies) to attend and/or vote on his/her behalf. 9. By submitting the duly executed Form of Proxy, the member and his/her proxy(ies) consent to the Company and/or its agents/service providers to collect, use and disclose the personal data therein in accordance with the Personal Data Protection Act 2010, for the purpose of the Extraordinary General Meeting of the Company and any adjournment thereof. * Strike out whichever is not applicable. Proxies No. of Shares % Proxy 1 Proxy 2 Common Seal/Signature of Member Total 100

20 Please fold here Stamp The Company Secretary RGB INTERNATIONAL BHD. (Company No K) Suite 16-1 (Penthouse Upper) Menara Penang Garden 42A Jalan Sultan Ahmad Shah Penang Please fold here