NCB HOLDINGS BHD (Company No.: K) (Incorporated in Malaysia under the Companies Act, 1965)

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) ( Bursa Securities ) 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. NCB HOLDINGS BHD (Company No.: K) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ( PROPOSAL ) AND EXTRACT OF THE NOTICE OF THE SIXTEENTH ANNUAL GENERAL MEETING Notice of the Sixteenth (16 th ) Annual General Meeting of NCB Holdings Bhd ( NCB or Company ) which will be held at Kristal Ballroom One, 1st Floor, West Wing, Hilton Petaling Jaya, No. 2, Jalan Barat, Petaling Jaya on Wednesday, 13 May 2015 at a.m., or at any adjournment thereof together with the Form of Proxy are enclosed together in the 2014 Annual Report. The Form of Proxy must be lodged at the registered office of the Company at Headquarters Building, Jalan Pelabuhan, Pelabuhan Utara, Port Klang, Selangor Darul Ehsan, at least forty-eight (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 subsequently wish to do so. The last day and time for you to lodge the Form of Proxy is on Monday, 11 May 2015 at a.m. This Circular is dated 21 April 2015

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular:- Act The Companies Act, 1965 as amended from time to time and any reenactment thereof AGM Annual General Meeting Board or Board of Directors The Board of Directors of NCB Bursa Securities Bursa Malaysia Securities Berhad ( W) Directors Shall have 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 6 months of the date on which the terms of the transaction were agreed upon, a Director of NCB (or any other company which is its subsidiary or holding company) or a Chief Executive Officer of NCB, its subsidiaries or holding company KNB Kontena Nasional Berhad (11065-T) KNB Group Collectively, KNB and its subsidiaries KNGT KN Global Transportation Sdn Bhd ( D) KN Loginfra KN Loginfra Sdn Bhd ( K) KN Maritime Services KN Maritime Services Sdn Bhd ( U) KPM Klang Port Management Sdn Bhd ( P) Listing Requirements LPD Major shareholder Main Market Listing Requirements of the Bursa Securities including any amendments to the Listing Requirements that may be made from time to time. 31 March 2015, being the latest practicable date prior to the printing of this Circular 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 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 MMC MMC Corporation Berhad (30245-H) i

3 DEFINITIONS (cont d) MMC Ventures MMC Ventures Sdn Bhd ( X) NCB or Company NCB Holdings Bhd ( K) NCB Group Collectively, NCB and its subsidiaries NMB Northport (Malaysia) Bhd ( A) 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 Shareholders Mandate Recurrent Related Party Transactions or RRPT Proposed new shareholders mandate for NCB Group to enter into Recurrent Related Party Transactions Transactions with Related Parties involving recurrent transactions of a revenue or trading nature which are necessary for the NCB Group s dayto-day operations and are in the ordinary course of business of the NCB Group Related Parties - Our Directors, Major Shareholders and/or Persons Connected with such Director or Major Shareholder who are interested in the RRPT as set out in Section 6.0 of the Circular RM and sen Ringgit Malaysia and sen, respectively ii

4 TABLE OF CONTENTS CIRCULAR TO SHAREHOLDERS OF NCB PAGE 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSED SHAREHOLDERS MANDATE 2 3. RATIONALE FOR, AND THE BENEFIT TO THE NCB GROUP FROM TRANSACTING WITH ALL CLASSES OF RELATED PARTIES 8 4. CONDITIONS OF THE PROPOSED SHAREHOLDERS MANDATE 9 5. FINANCIAL EFFECTS OF THE PROPOSED SHAREHOLDERS MANDATE 9 6. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS 9 7. DIRECTORS RECOMMENDATION AGM FURTHER INFORMATION 11 APPENDIX APPENDIX I FURTHER INFORMATION 12 APPENDIX II EXTRACT OF THE NOTICE OF THE 16 TH ANNUAL GENERAL MEETING 13 iii

5 NCB HOLDINGS BHD (Company No: K) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office:- Headquarters Building Jalan Pelabuhan Pelabuhan Utara Port Klang Selangor Darul Ehsan 21 April 2015 Directors Tun Ahmad Sarji bin Abdul Hamid (Chairman) Tuan Haji Abi Sofian bin Abdul Hamid (Managing Director) Tan Sri Dato (Dr.) Ir. Wan Abdul Rahman bin Haji Wan Yaacob (Independent Non-Executive Director) Dato Seri Dr. Haji Arshad bin Haji Hashim (Independent Non-Executive Director) Dato Zuraidah binti Atan (Non-Independent Non-Executive Director) Datuk Abdul Malek bin Abdul Aziz (Independent Non-Executive Director) Yip Jian Lee (Independent Non-Executive Director) Lt. Gen. (R) Datuk Abdul Aziz bin Hasan (Non-Independent Non-Executive Director) Dato' Halipah binti Esa (Non-Independent Non-Executive Director) Dato' Sri Che Khalib bin Mohamad Noh (Non-Independent Non-Executive Director) To: The Shareholders of NCB Holdings Bhd Dear Sir/Madam, PROPOSED NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1. INTRODUCTION The Board of Directors of NCB had on 7 April 2015 announced that the Company proposed to seek its shareholders approval for a new shareholders mandate for Recurrent Related Party Transactions in accordance with Paragraph of the Listing Requirements. 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 16 th AGM. The Notice of 16 th AGM and the Form of Proxy are incorporated in the Annual Report of the Company for the financial year ended 31 December

6 YOU ARE ADVISED TO READ AND CAREFULLY CONSIDER THE CONTENTS OF PART A OF THIS CIRCULAR BEFORE VOTING ON THE ORDINARY RESOLUTION PERTAINING TO THE PROPOSED SHAREHOLDERS MANDATE TO BE TABLED UNDER THE AGENDA OF SPECIAL BUSINESS AT THE FORTHCOMING 16 th AGM. 2.0 DETAILS OF THE PROPOSED SHAREHOLDERS MANDATE 2.1 Provisions under the Listing Requirements Paragraph 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:- (i) (ii) 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; (a) (b) the consideration, value of the assets, capital outlay or costs of the recurrent related party transactions is RM1 million or more; or the percentage ratio of such recurrent related party transactions is 1% or more, whichever is the higher; (iii) the issuance of circular to shareholders for the shareholders mandate shall include information as may be prescribed by Bursa Securities. The draft circular must be submitted to the Bursa Securities together with a checklist showing compliance with such information; (iv) (v) 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. The rest of this page is intentionally left blank. 2

7 2.2 Background information The principal activities of NCB are investment holding and provision of management services to its subsidiaries. The details of NCB s subsidiaries as well as their principal activities as at the LPD are set out in the table below:- Name of company Equity Principal activities interest held NMB Port operations KNB Logistics Subsidiary of NMB KPM Port operations Subsidiaries of KNB Kontena Nasional Global Logistics Sdn Bhd Freight forwarding services Konnas Prolink Sdn Bhd Transportation and distribution (dormant) KN Maritime Services Shipping agency (dormant) KN Loginfra Warehousing and distributing (dormant) KNGT Contract logistics Subsidiary of KPM Northport Distripark Sdn Bhd Warehouse and distribution centre The NCB Group has in the past entered into the RRPT on terms not more favourable to the Related Parties than those generally available to the public and which are not detrimental to the interests of the minority shareholders. It is envisaged that the companies within the Group would, in the ordinary course of business, enter into the RRPT as detailed in Section 2.3 of this Circular. It is likely that such transactions will occur with some degree of frequency and could arise at any time. In view of the time-sensitive, confidential and frequent nature of such RRPT, the Board is seeking the shareholders approval for the RRPT provided such transactions are entered into at arm s length and on normal commercial terms which are 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 the Company. The rest of this page is intentionally left blank. 3

8 The Proposed Shareholders Mandate, if approved by the NCB shareholders at the forthcoming AGM will take effect from the date of passing of the proposed ordinary resolution at the AGM and shall continue to be in force until:- (a) (b) (c) the conclusion of the next AGM of the Company following the forthcoming AGM at which the ordinary resolution for the Proposed Shareholders Mandate will be passed, at which time it will lapse, unless by resolution passed at a general meeting, the authority is renewed; or 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 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 shareholders will be sought for the renewal of the Proposed Shareholders Mandate for the RRPT at each subsequent AGM of the Company. Details of RRPT of the Group which are in accordance with Paragraph of the Listing Requirements are set out in the ensuing paragraphs. 2.3 Class and Nature of the Recurrent Related Party Transactions The class of the Related Parties: The Proposal will apply to transactions with MMC, being a Related Party. MMC is a leading utilities and infrastructure group with diversified businesses under three divisions, namely energy & utilities, ports & logistics and engineering & construction. Based on the Register of Substantial Shareholders as at the LPD, MMC has an indirect interest in NCB by virtue of its 100% direct shareholding in MMC Ventures, which in turn has a 15.73% direct shareholding in NCB. The rest of this page is intentionally left blank. 4

9 The nature of the RRPT: The nature of the RRPT of the NCB Group is tabulated as follows: Name of Nature of RRPT Nature of Relationship Interested Directors/Major Related Shareholders and/or Persons Party Connected to them MMC Provision of port services to JP Logistics Sdn Bhd, by NMB Group JP Logistics Sdn Bhd, 100% owned subsidiary of MMC Dato Sri Che Khalib bin Mohamad Noh Estimated value of transactions from the date of the 16th AGM to the date of the next AGM (RM million) ^ Frequency of transaction 1.00 By Job/Project Tan Sri Dato (Dr.) Ir Wan Abdul Rahman bin Haji Wan Yaacob MMC Provision of port services to Central Sugar Refinery Sdn Bhd, by NMB Group Central Sugar Refinery Sdn Bhd, 100% owned subsidiary of Tradewinds (M) Berhad MMC is an interested Major Shareholder by virtue of its 100% direct shareholding in MMC Ventures which in turn has a 15.73% direct shareholding in NCB Dato Sri Che Khalib bin Mohamad Noh Tan Sri Dato (Dr.) Ir Wan Abdul Rahman bin Haji Wan Yaacob By Job/Project MMC Provision of port services to Konsortium Logistik Berhad, by NMB Group Konsortium Logistik Berhad, 96.55% owned subsidiary of HICOM Holdings Berhad, a wholly owned subsidiary of DRB- Hicom MMC is an interested Major Shareholder by virtue of its 100% direct shareholding in MMC Ventures which in turn has a 15.73% direct shareholding in NCB Dato Sri Che Khalib bin Mohamad Noh Tan Sri Dato (Dr.) Ir Wan Abdul Rahman bin Haji Wan Yaacob 1.00 By Job/Project MMC Provision of logistics and haulage services by KNB Group Various subsidiaries within the MMC Group MMC is an interested Major Shareholder by virtue of its 100% direct shareholding in MMC Ventures which in turn has a 15.73% direct shareholding in NCB Dato Sri Che Khalib bin Mohamad Noh 3.00 By Job/Project Tan Sri Dato (Dr.) Ir Wan Abdul Rahman bin Haji Wan Yaacob MMC is an interested Major Shareholder by virtue of its 100% direct shareholding in MMC Ventures which in turn has a 15.73% direct shareholding in NCB TOTAL Note:-.^ The estimated value of the aforesaid transactions was arrived at based on the forecast sales/purchases to be undertaken from the date of the 16th AGM to 31 March 2016, being the indicative date of the next AGM, and may therefore vary and are subject to change. 5

10 2.4 Details of Overdue Trade Receivables The breakdown of the Group s trade receivables pursuant to the RRPT which exceeded the credit term for the following periods as at the end of the financial year ended 31 December 2014 are as below:- Exceeded Credit Term For:- Trade Receivables from Related Parties as at 31 December 2014 Principal (RM) a period of 1 year or less - a period of more than 1 to 3 years - a period of more than 3 to 5 years - a period of more than 5 years Guidelines and Review Procedures for RRPT The audit committee ( Audit Committee ) will be tasked with the review and approval of the RRPT to ensure that the Company undertakes such transactions at arm s length basis and on normal commercial terms and to supervise the existing internal control procedures of the Group. The following guidelines will apply to the review and approval of the RRPT to ensure that the terms of the RRPT are not more favourable to the Related Parties than those generally available to the public and are not detrimental to the minority shareholders of NCB:- (i) (ii) All transactions or proposed transactions shall be referred to the Corporate Affairs Department or any relevant department to establish whether they are RRPT; Any tender, quotation or contract received from or proposed to be entered into with the Related Parties will not be approved unless:- (a) the pricing for the services, products and materials and/or equipment to be provided or supplied and/or received or purchased is determined in accordance with the Group s usual business practices and policies, as mentioned in Section 2.5 (ii)(c) below and is consistent with the usual margins of the Group with unrelated third parties; (b) the terms are not more favourable to the Related Parties than those extended to unrelated third parties and available to the public and the RRPT are not detrimental to the minority shareholders of NCB; and The rest of this page is intentionally left blank. 6

11 (c) in respect of the provision and/or supply and/or purchase of equipment, machinery and/or products after taking into account factors such as pricing, quality, delivery schedules and where applicable preferential rates, rebates or discounts accorded for bulk purchases, the terms offered are fair, reasonable and are based on terms not more favourable to the Related Parties than those generally available to the public. (iii) (iv) (v) (vi) (vii) (viii) The Audit Committee may, as it deems fit, request for additional information pertaining to the transactions from independent sources or adviser. All transactions with Related Parties, regardless of the transaction value, will be reviewed and approved by the Audit Committee which is authorised by the Board. In addition to the guidelines set out above, the Audit Committee will also undertake the following:- (a) review from time to time the RRPT being undertaken by the NCB Group; (b) carry out an annual review to ascertain that the established guidelines and procedures for the RRPT have been complied with; and (c) consider from time to time whether the established guidelines and procedures for the RRPT have become inappropriate and/or unable to ensure that the transactions will be on normal commercial terms, and/or will prejudice the interest of shareholders generally. The Company will also maintain a record of the RRPT. The Company s internal audit plan will incorporate a review of the record in respect of the transactions entered into during the year. Further, where any Director or Persons Connected has an interest (direct or indirect) in any RRPT, such Director shall abstain from voting on the matter. Where any member of the Audit Committee is interested in any transaction, that member shall abstain from voting on any matter relating to any decisions to be taken by the Audit Committee with respect to such transactions. Disclosure will be made in the annual report of the Company of the aggregate value of RRPT undertaken during the financial year where:- (a) (b) the consideration, value of the assets, capital outlay or costs of the RRPT is RM1,000,000 or more; or the percentage ratio of such RRPT is 1% or more, whichever is the higher, and such disclosure shall be based, amongst other, on the following information:- (aa) (bb) the type of the RRPT; and the name(s) of the Related Party(ies) involved in each type of RRPT and their relationships with NCB. (ix) At least two (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 substantial similar type of products/services and/or quantities. In the event that quotations or comparative pricing from unrelated third parties cannot be obtained for the proposed transactions, the Audit Committee will rely on the prevailing market norms and practices taking into account the efficiency, quality and type of support services to be provided to ensure that the RRPTs are not detrimental to the Group. 7

12 All transactions with companies related to MMC will follow rates that are published as tariff and/or negotiated on an arm s length basis based on demand and supply. There will be no preferential treatment and these transactions will not be detrimental to the minority shareholders of NCB. 2.6 Statement by the Audit Committee The Audit Committee of NCB has seen and reviewed the procedures mentioned in 2.5 above and is of the opinion that the abovementioned procedures, as well as the periodic reviews to be made by the Audit Committee 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 Audit Committee is also of the view that NCB Group has in place adequate procedures and processes to monitor, track and identify Recurrent Related Party Transactions in a timely and orderly manner and such procedures and processes are reviewed by the Audit Committee and/or the management staff as and when necessary. If during the periodic reviews, the Audit Committee is of the opinion that the guidelines and procedures are not sufficient to ensure that the RRPT:- (i) (ii) (iii) (iv) (v) will be conducted on an arm s length basis; are on normal commercial terms in the ordinary course of business; are not more favourable to the Related Parties than those generally available to the public; are not more prejudicial to the interest of shareholders; and are not detrimental to the interest of minority shareholders, the Company will seek a fresh mandate based on new guidelines and procedures. 3.0 RATIONALE FOR THE PROPOSED SHAREHOLDERS MANDATE The RRPT to be entered into by the NCB Group for which the Proposal is being sought are those which will be carried out in the ordinary course of business. They are recurring transactions of revenue or trading nature which are likely to occur on a frequent basis and which may arise at any time and from time to time. The RRPT may be constrained in terms of time-sensitivity, confidentiality and frequency and would therefore make it impractical for the Company to seek shareholders approval on a case-to-case basis. Notwithstanding this, the Proposal will allow the Group to enter into the RRPTs which are crucial as these RRPTs will ensure and continue to ensure a timely delivery and/or provision of services, commitment and reliability of quality services of the NCB Group which translates to a more efficient day-to-day business operation of the NCB Group. The Proposed Shareholders Mandate will also eliminate the need for the Company to make announcements to Bursa Securities and convene separate general meetings to seek shareholders approval as and when such RRPT arise. In view of the foregoing, the Proposed Shareholders Mandate, if approved, will substantially reduce administrative time, inconvenience and expenses for the Company. This will thereafter allow the Company to channel more resources towards meeting the Group s corporate objectives and realise business/investment opportunities, as and when they become available. 8

13 4.0 CONDITIONS OF THE PROPOSED SHAREHOLDERS MANDATE The Proposed Shareholders Mandate is conditional upon approval being obtained from shareholders at the forthcoming 16 th AGM. 5.0 FINANCIAL EFFECTS OF THE PROPOSED SHAREHOLDERS MANDATE The Proposed Shareholders Mandate is not expected to have any material effect on the issued and paid-up share capital, major shareholders shareholdings, earnings per share and net assets of the NCB Group. 6.0 DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS Save as disclosed below, none of the Directors and Major Shareholders of the Company as well as Persons Connected with them have any interest, direct and/or indirect, in the Proposal:- (i) Directors Interests Dato Sri Che Khalib bin Mohamad Noh and Tan Sri Dato (Dr.) Ir. Wan Abdul Rahman bin Haji Wan Yaacob are the Directors of MMC ( Interested Directors ). Accordingly, Dato Sri Che Khalib bin Mohamad Noh and Tan Sri Dato (Dr.) Ir. Wan Abdul Rahman bin Haji Wan Yaacob are deemed interested in the Proposed Shareholders Mandate. Based on the Register of Directors as at the LPD, the shareholdings of the Interested Directors in NCB are as follows: Shareholding Name Direct (%) Indirect (%) Dato Sri Che Khalib bin Mohamad Noh Tan Sri Dato (Dr.) Ir. Wan Abdul Rahman bin Haji Wan Yaacob The Interested Directors have abstained and will continue to abstain from deliberating and voting on the Proposed Shareholders Mandate at the Board meetings of the Company. The Interested Directors will also abstain from voting in respect of their direct and/or indirect shareholdings in NCB, if any, on the resolution approving the Proposal to be tabled at the forthcoming 16 th AGM. The Interested Directors have undertaken that they shall ensure that Persons Connected with them will abstain from voting in respect of their direct and/or indirect shareholdings in NCB, if any, deliberating or approving the Proposal to be tabled at the forthcoming 16 th AGM. (ii) Major Shareholders Interests MMC has an indirect interest in NCB by virtue of its 100% direct shareholding in MMC Ventures, which in turn has a 15.73% direct shareholding in NCB (MMC and MMC Ventures to be collectively referred to as Interested Major Shareholders ). 9

14 Based on the Register of Substantial Shareholders as at LPD, the shareholdings of the Interested Major Shareholders in NCB are as follows:- Shareholding Name Direct (%) Indirect (%) MMC Ventures 73,991, MMC * ,991, Note:- * Deemed interest by virtue of its shareholding in MMC Ventures pursuant to Section 6A(4) of the Act. Accordingly, the Interested Major Shareholders will abstain from voting on the Proposed Shareholders Mandate in respect of their direct and/or indirect shareholdings in NCB, if any, on the resolution approving the said proposal pertaining to Proposed Shareholders Mandate to be tabled at the forthcoming 16th AGM. The Interested Major Shareholders have undertaken that they shall ensure that Persons Connected with them will abstain from voting in respect of their direct and/or indirect shareholdings in NCB, if any, deliberating or approving the Proposed Shareholders Mandate to be tabled at the forthcoming 16th AGM. 7.0 DIRECTORS' RECOMMENDATION The Board of Directors (with the exception of the Interested Directors) having considered all aspects of the Proposed Shareholders Mandate, is of the opinion that it is in the best interests of the NCB Group and accordingly recommends that you vote in favour of the ordinary resolution on the Proposed Shareholders Mandate to be tabled at the forthcoming AGM. 8.0 AGM The 16 th AGM, the notice of which is set out in the 2014 Annual Report of NCB and an extract of which is enclosed in this Circular, will be held at Kristal Ballroom One, 1st Floor, West Wing, Hilton Petaling Jaya, No. 2, Jalan Barat, Petaling Jaya, Selangor Darul Ehsan on Wednesday, 13 May 2015 at a.m. for the purpose of considering and, if thought fit, passing the ordinary resolution to give effect to the Proposed Shareholders Mandate. If you are unable to attend and vote at the 16 th AGM, please complete the Form of Proxy enclosed in the 2014 Annual Report of NCB and forward it to the Company s registered address, so as to arrive at least forty-eight (48) hours before the time fixed for the holding of the AGM 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 16 th AGM should you subsequently wish to do so. The rest of this page is intentionally left blank. 10

15 9.0 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 NCB HOLDINGS BHD DATO SERI DR. HAJI ARSHAD BIN HAJI HASHIM Independent Non-Executive Director The rest of this page is intentionally left blank. 11

16 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 facts, the omission of which would make any statement herein misleading. 2. MATERIAL LITIGATION Neither NCB nor any of its subsidiaries 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 NCB Group and our Directors are not aware of any proceedings pending or threatened, against NCB Group or of any fact likely to give rise to any proceedings which might materially and adversely affect the position or business of NCB Group immediately preceding the date of this Circular. 3. 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 NCB 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 AGM:- (a) Memorandum and Articles of Association of NCB; and (b) Audited consolidated financial statements of NCB for the past two (2) financial years ended 31 December 2013 and 31 December 2014 and the latest unaudited quarterly results for the period ended 31 March

17 APPENDIX II EXTRACT OF THE NOTICE OF THE 16 TH ANNUAL GENERAL MEETING AS SPECIAL BUSINESS ORDINARY RESOLUTION PROPOSED NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ( PROPOSAL ) THAT, the Company and its subsidiaries ( NCB Group ) be and are hereby authorised to enter into recurrent related party transactions of a revenue or trading nature as set out in Section 2.3 of the Circular to Shareholders dated 21 April 2015 with the related parties mentioned therein, which are necessary for the NCB Group s day-to-day operations, be and is hereby renewed as set out in Section 2.3 of the Circular to Shareholders dated 21 April 2015, provided that :- a) The transactions are in the ordinary course of business and are on terms which are not more favourable to the related party than those generally available to the public and are not to the detriment of the minority shareholders of the Company; and b) The disclosures will be made in the Annual Report of the breakdown of the aggregate value of recurrent related party transactions conducted pursuant to the Proposal during the financial year based on the type of recurrent related party transactions made, the names of the related parties involved in each type of recurrent related party transactions and their relationship with the Company where:- i) The consideration, value of the assets, capital outlay or costs of the recurrent related party transactions is RM1,000,000 or more; or ii) The percentage ratio of such recurrent related party transactions is 1% or more; whichever is the higher. AND THAT the authority granted by such mandate shall continue to be in force until:- a) the conclusion of the next Annual General Meeting following the forthcoming 16th Annual General Meeting at which the ordinary resolution for the Proposal is passed, at which time it will lapse unless by a resolution passed at a general meeting, the authority is renewed; b) the expiration of the period within which the next Annual General Meeting is to be held pursuant to Section 143 (1) of the Companies Act, 1965 (but must not extend to such extension as may be allowed pursuant to Section 143 (2) of the Companies Act, 1965); or c) the Proposal is revoked or varied by resolution passed by the shareholders in general meeting, whichever is the earlier. AND THAT the Directors of the Company be and are hereby authorised to complete and do such acts and things (including executing such documents as may be required) to give effect to the transactions contemplated and authorised by this resolution. AND THAT the estimates given on the recurrent related party transactions specified in Section 2.3 of the Circular to Shareholders dated 21 April 2015 being provisional in nature, the Directors of the Company be and are hereby authorised to agree to the actual amount or amounts thereof provided always that such amount or amounts comply with the review procedures set out in Section 2.4 of the Circular to Shareholders dated 21 April