PHARMANIAGA BERHAD (Company No M) (Incorporated in Malaysia under the Companies Act, 2016)

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are any doubt as to course action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or or pressional advisers immediately. Bursa Malaysia Securities Berhad ( Bursa Malaysia ) has only conducted limited review on contents this circular relatg to Proposal (as defed here) prior to issuance this circular. Bursa Malaysia takes no responsibility for contents this circular, makes no representation as to its accuracy or completeness expressly disclaims any liability whatsoever for any loss howsoever arisg from or reliance upon whole or any part contents this circular. PHARMANIAGA BERHAD (Company No M) (Incorporated Malaysia under Companies Act, 2016) CIRCULAR TO SHAREHOLDERS IN RELATION TO PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE The resolution pertag to above Proposal is set out Notice Company s Neteenth Annual General Meetg which is attached enclosed Annual Report. The Neteenth Annual General Meetg is to be held at The Royale Chulan Damansara Hotel, Mutiara Ballroom, Ground Floor, No. 2, Jalan PJU 7/, Mutiara Damansara, Petalg Jaya, Selangor Darul Ehsan on 6 April 2017 at 9.00 a.m. A Proxy Form is set out Annual Report Berhad, for fancial year ended 1 December The Proxy Form must be deposited at fice Company s Share Registrar, Tricor Investor & Issug House Services Sdn Bhd, located at Unit 2-01, Level 2, Tower A, Vertical Busess Suite, Avenue, Bangsar South, No. 8, Jalan Kerchi, Kuala Lumpur, not later than 48 hours before time Meetg. The lodgg completed Proxy Form will not preclude you from attendg votg person at meetg should you subsequently wish to do so. Last date time for lodgg Proxy Form Date time Neteenth Annual General Meetg : Tuesday, 4 April 2017 at 9.00 a.m. : Thursday, 6 April 2017 at 9.00 a.m. This Circular is dated 15 March 2017

2 DEFINITIONS Except where context orwise requires, followg defitions shall apply throughout this circular: Act - Companies Act, 2016 cludg all amendments made from time to time any re-enactment re AGM - Annual General Meetg Annual Report Annual Report for fancial year ended 1 December 2016 Board - Board Directors Berhad BHB - Boustead Holdgs Berhad (871-H) Boustead Travel Services - Boustead Travel Services Sdn Bhd (11708-P) Bursa Malaysia - Bursa Malaysia Securities Berhad Director - Shall have meang given Section 2 Act for Proposal clude any person who is or was with precedg 6 months date on which terms transactions were agreed upon, a Director or any or company which is its subsidiary or holdg company; or Managg Director, its subsidiary or holdg company Listg Requirements - Ma Market Listg Requirements Bursa Malaysia cludg any amendments, modifications additions made reto from time to time any Practice Notes issued relation reto LPD - 21 February 2017, beg Latest Practicable Date which shall not be more than 0 days prior to date Circular LTAT - Lembaga Tabung Angkatan Tentera, a statutory body established under Tabung Angkatan Tentera Act A person who has (which cludes any person who is or was with precedg 6 months date on which terms transaction were agreed upon) an terest or terests one or more votg shares Company nomal amount that share, or aggregate nomal amounts those shares, is : 10% or more aggregate nomal amounts all votg shares Company; or 5% or more aggregate nomal amounts all votg shares Company where such person is largest shareholder Company. For purpose this defition, terest shares shall have meang given Section 8 Act. Mate - The shareholders mate obtaed for to enter to Recurrent Related Party Transactions i

3 or Company - Berhad ( M) or - its subsidiary companies Person Connected - Shall be defed Chapter 1 Listg Requirements Proposal - Proposed Renewal Shareholders Mate Proposed Renewal Shareholders Mate - Proposed renewal 2016 Mate - Recurrent related party transactions a revenue or tradg nature which is necessary for day to day operations is entered to by Company or its subsidiaries ordary course busess which volves terest, direct or direct, a Related Party(ies) Related Party Transaction(s) - Transaction(s) entered to by or its subsidiaries which volve(s) terest, direct or direct, Related Party(ies) 2016 Mate - The shareholders mate obtaed on 29 March 2016 for 2017 Mate - The shareholders mate to be obtaed at Company s forthcomg AGM for durg Validity Period Validity Period - The validity period Proposal commencg from 6 April 2017 until: Words importg sgular shall, where applicable, clude plural vice versa words denotg mascule gender, shall, where applicable, clude feme gender vice versa. Words importg persons shall clude corporations. Any reference to any enactment is a reference to enactment as for time beg amended or re-enacted. Any word defed under Act used this Circular shall have meang assigned to it under Act. Any reference to a time day this Circular shall be a reference to Malaysian time, unless orwise stated. or Company - Berhad ( M) or - its subsidiary companies Person Connected - Shall be defed Chapter 1 Listg Requirements Proposal - Proposed Renewal Shareholders Mate Proposed Renewal Shareholders Mate - Proposed renewal 2016 Mate - Recurrent related party transactions a revenue or tradg nature which is necessary for day to day operations is entered to by Company or its subsidiaries ordary course busess which volves terest, direct or direct, a Related Party(ies) Related Party Transaction(s) - Transaction(s) entered to by or its subsidiaries which volve(s) terest, direct or direct, Related Party(ies) 2016 Mate - The shareholders mate obtaed on 29 March 2016 for 2017 Mate - The shareholders mate to be obtaed at Company s forthcomg AGM for durg Validity Period Validity Period - The validity period Proposal commencg from 6 April 2017 until: conclusion next AGM Company followg forthcomg AGM at which shareholders mate is passed, at which time it will lapse, unless by a resolution passed at such general meetg expiration period with which next AGM Company after date it is required to be held pursuant to Section 40(2) pursuant to Section 40(4) Act); or revoked or varied by resolution passed by shareholders general meetg Words importg sgular shall, where applicable, clude plural vice versa words denotg mascule gender, shall, where applicable, clude feme gender vice versa. Words importg persons shall clude corporations. Any reference to any enactment is a reference to enactment as for time beg amended or re-enacted. Any word defed under Act used this Circular shall have meang assigned to it under Act. Any reference to a time day this Circular shall be a reference to Malaysian time, unless orwise stated. or Company - Berhad ( M) or - its subsidiary companies Person Connected - Shall be defed Chapter 1 Listg Requirements Proposal - Proposed Renewal Shareholders Mate Proposed Renewal Shareholders Mate - Proposed renewal 2016 Mate - Recurrent related party transactions a revenue or tradg nature which is necessary for day to day operations is entered to by Company or its subsidiaries ordary course busess which volves terest, direct or direct, a Related Party(ies) Related Party Transaction(s) - Transaction(s) entered to by or its subsidiaries which volve(s) terest, direct or direct, Related Party(ies) 2016 Mate - The shareholders mate obtaed on 29 March 2016 for 2017 Mate - The shareholders mate to be obtaed at Company s forthcomg AGM for durg Validity Period Validity Period - The validity period Proposal commencg from 6 April 2017 until: conclusion next AGM Company followg forthcomg AGM at which shareholders mate is passed, at which time it will lapse, unless by a resolution passed at such general meetg expiration period with which next AGM Company after date it is required to be held pursuant to Section 40(2) pursuant to Section 40(4) Act); or revoked or varied by resolution passed by shareholders general meetg Words importg sgular shall, where applicable, clude plural vice versa words denotg mascule gender, shall, where applicable, clude feme gender vice versa. Words importg persons shall clude corporations. Any reference to any enactment is a reference to enactment as for time beg amended or re-enacted. Any word defed under Act used this Circular shall have meang assigned to it under Act. Any reference to a time day this Circular shall be a reference to Malaysian time, unless orwise stated. or Company - Berhad ( M) or - its subsidiary companies Person Connected - Shall be defed Chapter 1 Listg Requirements Proposal - Proposed Renewal Shareholders Mate Proposed Renewal Shareholders Mate - Proposed renewal 2016 Mate - Recurrent related party transactions a revenue or tradg nature which is necessary for day to day operations is entered to by Company or its subsidiaries ordary course busess which volves terest, direct or direct, a Related Party(ies) Related Party Transaction(s) - Transaction(s) entered to by or its subsidiaries which volve(s) terest, direct or direct, Related Party(ies) 2016 Mate - The shareholders mate obtaed on 29 March 2016 for 2017 Mate - The shareholders mate to be obtaed at Company s forthcomg AGM for durg Validity Period Validity Period - The validity period Proposal commencg from 6 April 2017 until: conclusion next AGM Company followg forthcomg AGM at which shareholders mate is passed, at which time it will lapse, unless by a resolution passed at such general meetg expiration period with which next AGM Company after date it is required to be held pursuant to Section 40(2) pursuant to Section 40(4) Act); or revoked or varied by resolution passed by shareholders general meetg Words importg sgular shall, where applicable, clude plural vice versa words denotg mascule gender, shall, where applicable, clude feme gender vice versa. Words importg persons shall clude corporations. Any reference to any enactment is a reference to enactment as for time beg amended or re-enacted. Any word defed under Act used this Circular shall have meang assigned to it under Act. Any reference to a time day this Circular shall be a reference to Malaysian time, unless orwise stated. or Company - Berhad ( M) or - its subsidiary companies Person Connected - Shall be defed Chapter 1 Listg Requirements Proposal - Proposed Renewal Shareholders Mate Proposed Renewal Shareholders Mate - Proposed renewal 2016 Mate - Recurrent related party transactions a revenue or tradg nature which is necessary for day to day operations is entered to by Company or its subsidiaries ordary course busess which volves terest, direct or direct, a Related Party(ies) Related Party Transaction(s) - Transaction(s) entered to by or its subsidiaries which volve(s) terest, direct or direct, Related Party(ies) 2016 Mate - The shareholders mate obtaed on 29 March 2016 for 2017 Mate - The shareholders mate to be obtaed at Company s forthcomg AGM for durg Validity Period Validity Period - The validity period Proposal commencg from 6 April 2017 until: conclusion next AGM Company followg forthcomg AGM at which shareholders mate is passed, at which time it will lapse, unless by a resolution passed at such general meetg expiration period with which next AGM Company after date it is required to be held pursuant to Section 40(2) pursuant to Section 40(4) Act); or revoked or varied by resolution passed by shareholders general meetg Words importg sgular shall, where applicable, clude plural vice versa words denotg mascule gender, shall, where applicable, clude feme gender vice versa. Words importg persons shall clude corporations. Any reference to any enactment is a reference to enactment as for time beg amended or re-enacted. Any word defed under Act used this Circular shall have meang assigned to it under Act. Any reference to a time day this Circular shall be a reference to Malaysian time, unless orwise stated. or Company - Berhad ( M) or - its subsidiary companies Person Connected - Shall be defed Chapter 1 Listg Requirements Proposal - Proposed Renewal Shareholders Mate Proposed Renewal Shareholders Mate - Proposed renewal 2016 Mate - Recurrent related party transactions a revenue or tradg nature which is necessary for day to day operations is entered to by Company or its subsidiaries ordary course busess which volves terest, direct or direct, a Related Party(ies) Related Party Transaction(s) - Transaction(s) entered to by or its subsidiaries which volve(s) terest, direct or direct, Related Party(ies) 2016 Mate - The shareholders mate obtaed on 29 March 2016 for 2017 Mate - The shareholders mate to be obtaed at Company s forthcomg AGM for durg Validity Period Validity Period - The validity period Proposal commencg from 6 April 2017 until: conclusion next AGM Company followg forthcomg AGM at which shareholders mate is passed, at which time it will lapse, unless by a resolution passed at such general meetg expiration period with which next AGM Company after date it is required to be held pursuant to Section 40(2) pursuant to Section 40(4) Act); or revoked or varied by resolution passed by shareholders general meetg Words importg sgular shall, where applicable, clude plural vice versa words denotg mascule gender, shall, where applicable, clude feme gender vice versa. Words importg persons shall clude corporations. Any reference to any enactment is a reference to enactment as for time beg amended or re-enacted. Any word defed under Act used this Circular shall have meang assigned to it under Act. Any reference to a time day this Circular shall be a reference to Malaysian time, unless orwise stated. or Company - Berhad ( M) or - its subsidiary companies Person Connected - Shall be defed Chapter 1 Listg Requirements Proposal - Proposed Renewal Shareholders Mate Proposed Renewal Shareholders Mate - Proposed renewal 2016 Mate - Recurrent related party transactions a revenue or tradg nature which is necessary for day to day operations is entered to by Company or its subsidiaries ordary course busess which volves terest, direct or direct, a Related Party(ies) Related Party Transaction(s) - Transaction(s) entered to by or its subsidiaries which volve(s) terest, direct or direct, Related Party(ies) 2016 Mate - The shareholders mate obtaed on 29 March 2016 for 2017 Mate - The shareholders mate to be obtaed at Company s forthcomg AGM for durg Validity Period Validity Period - The validity period Proposal commencg from 6 April 2017 until: conclusion next AGM Company followg forthcomg AGM at which shareholders mate is passed, at which time it will lapse, unless by a resolution passed at such general meetg expiration period with which next AGM Company after date it is required to be held pursuant to Section 40(2) pursuant to Section 40(4) Act); or revoked or varied by resolution passed by shareholders general meetg Words importg sgular shall, where applicable, clude plural vice versa words denotg mascule gender, shall, where applicable, clude feme gender vice versa. Words importg persons shall clude corporations. Any reference to any enactment is a reference to enactment as for time beg amended or re-enacted. Any word defed under Act used this Circular shall have meang assigned to it under Act. Any reference to a time day this Circular shall be a reference to Malaysian time, unless orwise stated. or Company - Berhad ( M) or - its subsidiary companies Person Connected - Shall be defed Chapter 1 Listg Requirements Proposal - Proposed Renewal Shareholders Mate Proposed Renewal Shareholders Mate - Proposed renewal 2016 Mate - Recurrent related party transactions a revenue or tradg nature which is necessary for day to day operations is entered to by Company or its subsidiaries ordary course busess which volves terest, direct or direct, a Related Party(ies) Related Party Transaction(s) - Transaction(s) entered to by or its subsidiaries which volve(s) terest, direct or direct, Related Party(ies) 2016 Mate - The shareholders mate obtaed on 29 March 2016 for 2017 Mate - The shareholders mate to be obtaed at Company s forthcomg AGM for durg Validity Period Validity Period - The validity period Proposal commencg from 6 April 2017 until: conclusion next AGM Company followg forthcomg AGM at which shareholders mate is passed, at which time it will lapse, unless by a resolution passed at such general meetg expiration period with which next AGM Company after date it is required to be held pursuant to Section 40(2) pursuant to Section 40(4) Act); or revoked or varied by resolution passed by shareholders general meetg Words importg sgular shall, where applicable, clude plural vice versa words denotg mascule gender, shall, where applicable, clude feme gender vice versa. Words importg persons shall clude corporations. Any reference to any enactment is a reference to enactment as for time beg amended or re-enacted. Any word defed under Act used this Circular shall have meang assigned to it under Act. Any reference to a time day this Circular shall be a reference to Malaysian time, unless orwise stated. or Company - Berhad ( M) or - its subsidiary companies Person Connected - Shall be defed Chapter 1 Listg Requirements Proposal - Proposed Renewal Shareholders Mate Proposed Renewal Shareholders Mate - Proposed renewal 2016 Mate - Recurrent related party transactions a revenue or tradg nature which is necessary for day to day operations is entered to by Company or its subsidiaries ordary course busess which volves terest, direct or direct, a Related Party(ies) Related Party Transaction(s) - Transaction(s) entered to by or its subsidiaries which volve(s) terest, direct or direct, Related Party(ies) 2016 Mate - The shareholders mate obtaed on 29 March 2016 for 2017 Mate - The shareholders mate to be obtaed at Company s forthcomg AGM for durg Validity Period Validity Period - The validity period Proposal commencg from 6 April 2017 until: conclusion next AGM Company followg forthcomg AGM at which shareholders mate is passed, at which time it will lapse, unless by a resolution passed at such general meetg expiration period with which next AGM Company after date it is required to be held pursuant to Section 40(2) pursuant to Section 40(4) Act); or revoked or varied by resolution passed by shareholders general meetg Words importg sgular shall, where applicable, clude plural vice versa words denotg mascule gender, shall, where applicable, clude feme gender vice versa. Words importg persons shall clude corporations. Any reference to any enactment is a reference to enactment as for time beg amended or re-enacted. Any word defed under Act used this Circular shall have meang assigned to it under Act. Any reference to a time day this Circular shall be a reference to Malaysian time, unless orwise stated. or Company - Berhad ( M) or - its subsidiary companies Person Connected - Shall be defed Chapter 1 Listg Requirements Proposal - Proposed Renewal Shareholders Mate Proposed Renewal Shareholders Mate - Proposed renewal 2016 Mate - Recurrent related party transactions a revenue or tradg nature which is necessary for day to day operations is entered to by Company or its subsidiaries ordary course busess which volves terest, direct or direct, a Related Party(ies) Related Party Transaction(s) - Transaction(s) entered to by or its subsidiaries which volve(s) terest, direct or direct, Related Party(ies) 2016 Mate - The shareholders mate obtaed on 29 March 2016 for 2017 Mate - The shareholders mate to be obtaed at Company s forthcomg AGM for durg Validity Period Validity Period - The validity period Proposal commencg from 6 April 2017 until: conclusion next AGM Company followg forthcomg AGM at which shareholders mate is passed, at which time it will lapse, unless by a resolution passed at such general meetg expiration period with which next AGM Company after date it is required to be held pursuant to Section 40(2) pursuant to Section 40(4) Act); or revoked or varied by resolution passed by shareholders general meetg Words importg sgular shall, where applicable, clude plural vice versa words denotg mascule gender, shall, where applicable, clude feme gender vice versa. Words importg persons shall clude corporations. Any reference to any enactment is a reference to enactment as for time beg amended or re-enacted. Any word defed under Act used this Circular shall have meang assigned to it under Act. Any reference to a time day this Circular shall be a reference to Malaysian time, unless orwise stated. or Company - Berhad ( M) or - its subsidiary companies Person Connected - Shall be defed Chapter 1 Listg Requirements Proposal - Proposed Renewal Shareholders Mate Proposed Renewal Shareholders Mate - Proposed renewal 2016 Mate - Recurrent related party transactions a revenue or tradg nature which is necessary for day to day operations is entered to by Company or its subsidiaries ordary course busess which volves terest, direct or direct, a Related Party(ies) Related Party Transaction(s) - Transaction(s) entered to by or its subsidiaries which volve(s) terest, direct or direct, Related Party(ies) 2016 Mate - The shareholders mate obtaed on 29 March 2016 for 2017 Mate - The shareholders mate to be obtaed at Company s forthcomg AGM for durg Validity Period Validity Period - The validity period Proposal commencg from 6 April 2017 until: conclusion next AGM Company followg forthcomg AGM at which shareholders mate is passed, at which time it will lapse, unless by a resolution passed at such general meetg expiration period with which next AGM Company after date it is required to be held pursuant to Section 40(2) pursuant to Section 40(4) Act); or revoked or varied by resolution passed by shareholders general meetg Words importg sgular shall, where applicable, clude plural vice versa words denotg mascule gender, shall, where applicable, clude feme gender vice versa. Words importg persons shall clude corporations. Any reference to any enactment is a reference to enactment as for time beg amended or re-enacted. Any word defed under Act used this Circular shall have meang assigned to it under Act. Any reference to a time day this Circular shall be a reference to Malaysian time, unless orwise stated. or Company - Berhad ( M) or - its subsidiary companies Person Connected - Shall be defed Chapter 1 Listg Requirements Proposal - Proposed Renewal Shareholders Mate Proposed Renewal Shareholders Mate - Proposed renewal 2016 Mate - Recurrent related party transactions a revenue or tradg nature which is necessary for day to day operations is entered to by Company or its subsidiaries ordary course busess which volves terest, direct or direct, a Related Party(ies) Related Party Transaction(s) - Transaction(s) entered to by or its subsidiaries which volve(s) terest, direct or direct, Related Party(ies) 2016 Mate - The shareholders mate obtaed on 29 March 2016 for 2017 Mate - The shareholders mate to be obtaed at Company s forthcomg AGM for durg Validity Period Validity Period - The validity period Proposal commencg from 6 April 2017 until: conclusion next AGM Company followg forthcomg AGM at which shareholders mate is passed, at which time it will lapse, unless by a resolution passed at such general meetg expiration period with which next AGM Company after date it is required to be held pursuant to Section 40(2) pursuant to Section 40(4) Act); or revoked or varied by resolution passed by shareholders general meetg Words importg sgular shall, where applicable, clude plural vice versa words denotg mascule gender, shall, where applicable, clude feme gender vice versa. Words importg persons shall clude corporations. Any reference to any enactment is a reference to enactment as for time beg amended or re-enacted. Any word defed under Act used this Circular shall have meang assigned to it under Act. Any reference to a time day this Circular shall be a reference to Malaysian time, unless orwise stated. or Company - Berhad ( M) or - its subsidiary companies Person Connected - Shall be defed Chapter 1 Listg Requirements Proposal - Proposed Renewal Shareholders Mate Proposed Renewal Shareholders Mate - Proposed renewal 2016 Mate - Recurrent related party transactions a revenue or tradg nature which is necessary for day to day operations is entered to by Company or its subsidiaries ordary course busess which volves terest, direct or direct, a Related Party(ies) Related Party Transaction(s) - Transaction(s) entered to by or its subsidiaries which volve(s) terest, direct or direct, Related Party(ies) 2016 Mate - The shareholders mate obtaed on 29 March 2016 for 2017 Mate - The shareholders mate to be obtaed at Company s forthcomg AGM for durg Validity Period Validity Period - The validity period Proposal commencg from 6 April 2017 until: conclusion next AGM Company followg forthcomg AGM at which shareholders mate is passed, at which time it will lapse, unless by a resolution passed at such general meetg expiration period with which next AGM Company after date it is required to be held pursuant to Section 40(2) pursuant to Section 40(4) Act); or revoked or varied by resolution passed by shareholders general meetg Words importg sgular shall, where applicable, clude plural vice versa words denotg mascule gender, shall, where applicable, clude feme gender vice versa. Words importg persons shall clude corporations. Any reference to any enactment is a reference to enactment as for time beg amended or re-enacted. Any word defed under Act used this Circular shall have meang assigned to it under Act. Any reference to a time day this Circular shall be a reference to Malaysian time, unless orwise stated.

4 CONTENTS 1. INTRODUCTION...1 Page 2. DETAILS OF THE PROPOSAL 2-6. STATEMENT BY AUDIT COMMITTEE 6 4. RATIONALE AND BENEFIT CONDITION OF THE PROPOSAL DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS DIRECTORS RECOMMENDATION.8 8. ACTION TO BE TAKEN BY SHAREHOLDERS ANNUAL GENERAL MEETING FURTHER INFORMATION.9 APPENDIX I FURTHER INFORMATION i

5 PHARMANIAGA BERHAD (Company No M) (Incorporated Malaysia under Companies Act, 2016) Registered Office: 28th Floor, Menara Boustead 69, Jalan Raja Chulan Kuala Lumpur 15 March 2017 The Board Directors 1. Tan Sri Dato Seri Lod Wok Kamarudd (Non-Independent Non-Executive Chairman) 2. Dato Farshila Emran (Managg Director). Daniel Ebesan (Non-Independent Non-Executive Director) 4. Mohd Suffian Haji Haron (Senior Independent Non-Executive Director) 5. Izzat Othman (Independent Non-Executive Director) 6. Lieutenant General Dato Seri Panglima Dr Sulaiman Abdullah (Retired) (Independent Non-Executive Director) To: The Shareholders PHARMANIAGA BERHAD Dear Sir/Madam, PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ( PROPOSAL ) 1 INTRODUCTION At 18 th AGM held on 29 March 2016, Company obtaed 2016 Mate for to enter to RRPTs. The said shareholders mate shall, accordance with Listg Requirements, lapse at conclusion forthcomg AGM unless authority for its renewal is obtaed from shareholders Company at forthcomg AGM. Accordgly, Company had on 21 February 2017, announced its tention to seek shareholders approval on Proposal at forthcomg AGM. The purpose this Circular is to provide you with formation relatg to Proposal to seek your approvals on ordary resolution pertag to Proposal to be tabled at forthcomg AGM. Notice AGM toger with Proxy Form is enclosed Annual Report 2016 Company. SHAREHOLDERS ARE ADVISED TO READ THE CONTENTS AND THE APPENDICES OF THIS CIRCULAR AND TO CONSIDER CAREFULLY THE RECOMMENDATIONS BEFORE VOTING ON THE ORDINARY RESOLUTION PERTAINING TO THE PROPOSAL. 1

6 2 DETAILS OF THE PROPOSAL Pursuant to Paragraph 10.09(2) Listg Requirements, Company is required to seek its shareholders mate, with regard to related party transactions volvg recurrent transactions a revenue or tradg nature which are necessary for its day-to-day operations, subject to followg: (d) transactions are ordary course busess are on terms not more favourable to Related Parties than those generally available to public; shareholders mate is subject to annual renewal disclosure is made annual report aggregate value transactions conducted pursuant to shareholders mate durg fancial year where aggregate value is equal to or more than threshold prescribed under Paragraph 10.09(1) Listg Requirements; a circular to shareholders, cludg formation prescribed by Bursa Malaysia is issued to shareholders; a meetg to obta shareholders mate, terested director, terested major shareholder or terested person connected with a director or major shareholder; where it volves terest an terested person connected with a director or major shareholder, such director or major shareholder, must not vote on resolution to approve transactions. An terested director or terested major shareholder must ensure that persons connected with him absta from votg on resolution approvg transactions. In its ordary course busess, has entered is anticipated to enter to recurrent transactions a revenue or tradg nature with Related Parties for its day-to-day operation, particulars which are set out Section 2.2 below. Accordgly, Company now proposes to seek its shareholders approval for Proposal to enable to enter to transaction with Related Parties which are a revenue or tradg nature necessary for its day-to-day operations, on terms not more favourable to Related Parties than those generally available to public, are not detrimental to mority shareholders made at arms length on normal commercial terms. If approved at forthcomg AGM, Proposal will contue to be force throughout Validity Period. 2.1 is prcipally an vestment holdg company prcipal activities its subsidiaries are as follows: No. Name Company Prcipal Activities s direct shareholdg (%) 1 Logistics Sdn Bhd ( PLogistics ) Subsidiary PLogistics: - Biomedical Sdn Bhd ( PBiomedical ) 2 Manufacturg Berhad ( PManufacturg ) Idaman Pharma Manufacturg Sdn Bhd ( IPMSB ) 4 LifeScience Sdn Bhd ( PLifeScience ) 5 Research Centre Sdn Bhd ( PResearch ) 6 Marketg Sdn Bhd ( PMarketg ) 7 Priste Sdn Bhd ( Priste ) Subsidiary Priste: - Paradigm Industry Sdn Bhd ( Paradigm ) Distribution pharmaceutical medical products Supply, tradg stallation medical hospital equipment Manufacture sale pharmaceutical products Manufacture sale pharmaceutical products Manufacture sale pharmaceutical products Conduct research development pharmaceutical products Tradg marketg pharmaceutical products Retail Pharmacy Manufacture sale food supplement (direct) 80 (direct) 2

7 No. No. No. Name Name Company Company Prcipal Prcipal Activities Activities s s direct direct No. Name No. Name Company Company Prcipal Prcipal Activities Activities s shareholdg s direct shareholdg (%) direct (%) (%) No. Name Company Prcipal Activities s shareholdg shareholdg direct (%) (%) No. Name Company Prcipal Activities s direct 8 shareholdg (%) 8 International International Corporation Corporation Sdn Sdn Investment Investment holdg holdg shareholdg (%) 8 Bhd 8 International Corporation Sdn Investment holdg Bhd International Corporation Sdn Investment holdg 8 Corporation Sdn ( Bhd Investment holdg ( Bhd International ) International ) Corporation Sdn Investment holdg Bhd ( ( International ) International ) Bhd Subsidiary ( International ) ( Subsidiary International ) International: International: - Subsidiary International: - Subsidiary PT. PT. PT. Millennium Millennium Pharmacon Pharmacon International: International Tbk Tbk Tbk Distribution Distribution tradg tradg pharmaceutical pharmaceutical Subsidiary PT. Millennium - PT. Millennium Pharmacon Pharmacon International: International Tbk products, Tbk Distribution tradg pharmaceutical 55 products, Distribution food food supplements supplements tradg pharmaceutical diagnostic diagnostic (direct) (direct) 55 - PT. Millennium Pharmacon International Tbk products Distribution products, tradg food supplements pharmaceutical diagnostic 55 (direct) products products, food Indonesia Indonesia supplements diagnostic (direct) products, products food Indonesia supplements Indonesia diagnostic (direct) - products Indonesia - PT. PT. PT. Mega Mega ( PT. ( PT. Mega ) Mega ) Tradg Tradg marketg marketg pharmaceutical pharmaceutical PT. Mega - PT. Mega ( PT. Mega ) ( PT. Mega ) products Tradg marketg pharmaceutical 95 products Tradg marketg pharmaceutical (direct) (direct) 95 - PT. Mega ( PT. Mega ) Tradg products products marketg pharmaceutical (direct) 95 (direct) - products (direct) - PT. PT. PT. Errita Errita Pharma Pharma Manufacture Manufacture sale sale pharmaceutical pharmaceutical PT. Errita - PT. Pharma Errita Pharma products Manufacture sale pharmaceutical 85 products Manufacture sale pharmaceutical (direct) (direct) 85 - PT. Errita Pharma Manufacture products products sale pharmaceutical (direct) 85 (direct) 9 products (direct) 9 Bio-Collagen Bio-Collagen Technologies Technologies Sdn Sdn Bhd Bhd ( BCT ) ( BCT ) Research Research manufacture manufacture collagen collagen Bio-Collagen 9 Bio-Collagen Technologies Technologies Sdn Bhd Sdn ( BCT ) Bhd ( BCT ) medical Research manufacture collagen 70 medical Research devices devices manufacture (dressgs) (dressgs) for for for wound collagen wound 70 9 Bio-Collagen Technologies Sdn Bhd ( BCT ) management Research medical manufacture devices (dressgs) collagen for wound 70 management medical devices application application (dressgs) for for for for wound pharmaceutical medical management devices (dressgs) application for wound for pharmaceutical management application dustry dustry for management pharmaceutical pharmaceutical application dustry dustry for 10 pharmaceutical dustry Pegasus Pegasus (Seychelles) (Seychelles) Co Co Co Ltd Ltd Ltd Dormant Dormant Pegasus Pegasus (Seychelles) (Seychelles) Co Ltd Co Ltd Dormant Dormant 10 Pegasus (Seychelles) Co Ltd Dormant PROPOSED RENEWAL PROPOSED PROPOSED OF RENEWAL RENEWAL OF SHAREHOLDERS MANDATE OF SHAREHOLDERS OF 2.2 PROPOSED RENEWAL OF SHAREHOLDERS MANDATE MANDATE MANDATE Existg 2.2 PROPOSED RENEWAL OF SHAREHOLDERS MANDATE Recurrent Existg Related Recurrent Party Related Transactions for Party Transactions for which approval for is which approval is now beg is sought now for beg sought for Proposed for Renewal Proposed Renewal Shareholders Existg Existg Recurrent Mate Shareholders Recurrent Related Related Mate Party forthcomg Party Transactions AGM at Transactions forthcomg are are for as which for AGM which as follows: approval is now beg sought for Proposed Renewal Shareholders Mate forthcomg AGM are as follows: are approval as follows: is now beg sought for Proposed Renewal Shareholders Mate at forthcomg AGM are as follows: Mate Mate Mate Mate Mate 2017 [As [As [As per per per Circular Circular 2016 dated dated Mate 7 7 March March 2016] 2016] Mate 2017 Mate [As per [As Circular 2016 per Circular dated Mate 7 dated March 72016] March 2016] Companies/ Companies/ Transactg Transactg Nature Nature Related Related Party Party Mate (A) [As per Circular dated 7 March 2016] Companies/ Transactg Nature Related Party (A) (A) Companies/ Parties (A) Parties company Transactg company Transactions Transactions Nature Related Party (A) transactg Companies/ Parties Transactg company Nature Transactions transactg Parties with with company Transactions Related Party Estimated (A) Parties transactg company with Estimated Estimated Estimated Actual Actual value value Deviation Deviation transactg with Transactions Estimated Estimated Actual value Deviation with with value Estimated transactg with with value value Estimated value Actual value between Deviation between Estimated value Estimated value Actual value Deviation between with transaction with transaction value transaction transaction value transaction transaction values values between value transaction value transaction transaction between values pursuant pursuant transaction to to to disclosed disclosed transaction conducted transaction conducted values pursuant transaction 2017 pursuant transaction to disclosed transaction conducted values 2017 to disclosed pursuant pursuant conducted to to to Mate pursuant to 2017 disclosed 2016 conducted pursuant to Mate 2017 Mate 2017 Mate Mate 2016 pursuant Mate pursuant 2016 to Mate Mate Mate to 2016 Mate Mate Mate 2016 [as 2016 Mate [as [as Mate at at at LPD] LPD] Mate [as at LPD] [as at LPD] (%) [as at LPD] (%) (%) (%) (%) (%) 1 1 BHB BHB Provision 1 BHB Provision Director Director 1,700,000 1,700,000 1,500,000 1,500,000 1,260,76 1,260,76 Nil Nil (Note1) Nil 1 BHB Provision Director (Note1) PManufacturg 1,700,000 1,500,000 1,260,76 Nil 1 BHB PManufacturg corporate corporate Provision Director 1,700,000 1,500,000 1,260,76 Nil (Note (Note 2) 2) (Note1) (Note1) PManufacturg PManufacturg admistrative Provision corporate admistrative corporate Director (Note 2) 1,700,000 1,500,000 1,260,76 Nil (Note) (Note 2) (Note1) (Note 2) PBiomedical PManufacturg PBiomedical support corporate admistrative (Note) PBiomedical support admistrative services, services, (Note) 2) (Note) PBiomedical ternal admistrative support services, ternal support audit audit services, PMarketg (Note) PBiomedical PMarketg PMarketg function support services, ternal audit function ternal audit PMarketg Major Major PResearch ternal audit function Major PMarketg PResearch trag trag function to to to Shareholder Shareholder Major 1 1 PResearch PResearch function trag to Major Shareholder trag to Shareholder 1 PLifeScience PResearch PLifeScience 1 trag to Shareholder PLifeScience PLifeScience 1 PLogistics PLifeScience PLogistics PLogistics PLogistics IPMSB PLogistics IPMSB IPMSB IPMSB Priste IPMSB Priste Priste Priste Paradigm Priste Paradigm Paradigm Paradigm BCT Paradigm BCT BCT BCT BCT Note: Note: The Note: Note: The The estimated estimated value value Mate Mate may may vary vary subject subject to to to changes. changes. Note: The estimated The estimated value value 2017 Mate 2017 Mate may vary may vary subject to subject changes. to changes. The estimated value 2017 Mate may vary subject to changes. 1 LTAT holds 60.06% terest BHB directly. LTAT holds 10.05% terest directly. PManufacturg, PBiomedical, PMarketg, PResearch, PLifeScience, PLogistics, IPMSB Priste are wholly owned subsidiaries. Paradigm BCT are subsidiaries LTAT LTAT holds 1holds 60.06% 60.06% terest terest BHB BHB directly. directly. LTAT LTAT holds holds 10.05% 10.05% terest terest directly. directly. Boustead PManufacturg, PManufacturg, Travel Services PBiomedical, PBiomedical, 1 is a wholly PMarketg, owned LTAT subsidiary holds 60.06% BHB. terest BHB directly. LTAT holds 10.05% terest directly. PManufacturg, PBiomedical, 1 PMarketg, LTAT PResearch, 60.06% PResearch, terest PLifeScience, PLifeScience, BHB directly. PLogistics, PLogistics, LTAT IPMSB IPMSB holds 10.05% Priste Priste terest are are are wholly wholly owned owned subsidiaries subsidiaries directly. PManufacturg,.. PBiomedical, Paradigm Paradigm The LTAT amounts holds PMarketg, are 60.06% exclusive PResearch, terest 6% BHB GST. PLifeScience, directly. LTAT PLogistics, holds 10.05% IPMSB terest Priste are wholly owned directly. subsidiaries PManufacturg,. PBiomedical, Paradigm PMarketg, BCT BCT are are are PResearch, subsidiaries subsidiaries PLifeScience,.. PLogistics, IPMSB Priste are wholly owned subsidiaries. Paradigm 2 2 LTAT PMarketg, BCT PResearch, are subsidiaries PLifeScience, PLogistics,. LTAT BCT holds IPMSB Priste are wholly owned subsidiaries. Paradigm 2 holds are 60.06% 60.06% subsidiaries terest terest BHB BHB. directly. directly. LTAT LTAT holds holds 10.05% 10.05% terest terest directly. directly. Boustead Boustead Travel Travel Services Services is is is a a 2 wholly BCT LTAT are holds subsidiaries 60.06% terest. BHB directly. LTAT holds 10.05% terest directly. Boustead Travel Services is a 2 wholly LTAT owned holds owned subsidiary 60.06% subsidiary terest BHB. BHB. BHB directly. LTAT holds 10.05% terest directly. Boustead Travel Services is a The wholly LTAT holds wholly 60.06% owned terest subsidiary BHB BHB. The The amounts amounts owned are directly. LTAT holds 10.05% terest directly. Boustead Travel Services is a are are subsidiary exclusive exclusive BHB. 6% 6% 6% GST. GST. wholly The amounts owned The amounts are subsidiary exclusive are exclusive BHB. 6% GST. 6% GST. The amounts are exclusive 6% GST.

8 2017 Mate 2016 Mate [As per Circular dated 7 7 March 2016] Companies/ Parties transactg Companies/ with Parties transactg with 2 2 Boustead Travel Services 2 Boustead Travel Services Transactg company with Transactg company with Nature Transactions Nature Transactions Provision travellg PManufacturg services to to Provision PBiomedical travellg PManufacturg PMarketg services to PBiomedical PResearch PMarketg PLifeScience PResearch PLogistics PLifeScience IPMSB PLogistics Priste IPMSB Paradigm Priste BCT Paradigm Related Party Related Party Director (Note1) (Note (Note 2) 2) (Note) (Note1) (Note 2) (Note) Director (Note) Major Shareholder LTAT 2 2 Major 4 4 Shareholder LTAT Mate (A) (A) Mate [As per Circular dated 7 March 2016] Estimated Estimated Actual value Deviation (A) value value between transaction transaction transaction values Estimated Estimated Actual value Deviation pursuant to to disclosed conducted value value between pursuant to to transaction transaction transaction values Mate Mate 2016 pursuant to disclosed conducted Mate pursuant to Mate Mate [as [as at at LPD] 2016 (%) (%) Mate [as at LPD] (%) 2,000,000 1,500,000 1,11,110 Nil Nil 2,000,000 1,500,000 1,11,110 Nil BCT Note: Note: The The estimated estimated value value Mate Mate may may vary vary subject subject to to to changes. changes. Notes Notes to to to Table Table TSDSLWK TSDSLWK - - Tan Tan Sri Sri Sri Dato Dato Seri Seri Lod Lod Wok Wok Kamarudd. Kamarudd. He He He is is is Non-Independent Non-Independent Non-Executive Non-Executive Chairman Chairman.. He He He is is is also also Chief Chief Executive Executive LTAT LTAT Deputy Deputy Chairman/ Chairman/ Managg Managg Director Director BHB. BHB. As As As at at at LPD, LPD, he he he holds holds 12,500,148 12,500,148 shares shares 52,257,805 52,257,805 shares shares BHB. BHB DFE DFE - - Dato Dato Farshila Farshila Emran. Emran. She She is is is Managg Managg Director Director.. She She is is is also also a a Director Director PBiomedical, PBiomedical, PMarketg, PMarketg, PResearch, PResearch, PLogistics, PLogistics, International, International, IPMSB, IPMSB, Priste Priste Paradigm. Paradigm. As As As at at at LPD, LPD, she she holds holds direct direct terest terest 129, ,000 shares shares..... DE DE DE - - Daniel Daniel Ebesan. Ebesan. He He He is is is a a Director Director.. As As As at at at LPD, LPD, he he he holds holds 600, ,000 shares shares 09,170 09,170 shares shares BHB. BHB. 4 4 BHB BHB holds holds 56.% 56.% directly. directly. PManufacturg, PManufacturg, PBiomedical, PBiomedical, PMarketg, PMarketg, PResearch, PResearch, PLifeScience, PLifeScience, PLogistics, PLogistics, IPMSB IPMSB Priste Priste are are are wholly wholly owned owned subsidiaries subsidiaries.. Paradigm Paradigm BCT BCT are are are subsidiaries subsidiaries.. BHB BHB holds holds 56.% 56.% directly. directly. PManufacturg, PManufacturg, PBiomedical, PBiomedical, PMarketg, PMarketg, PResearch, PResearch, PLifeScience, PLifeScience, PLogistics, PLogistics, IPMSB IPMSB Priste Priste are are are wholly wholly owned owned subsidiaries subsidiaries.. Boustead Boustead Travel Travel Services Services is is is a a wholly wholly owned owned subsidiary subsidiary BHB. BHB. The The amounts amounts are are are exclusive exclusive 6% 6% 6% GST. GST

9 2. AMOUNT DUE AND OWING TO PHARMANIAGA GROUP BY RELATED PARTIES There is no amount due owg by related parties to pursuant to RRPTs which exceeded credit terms as at 1 December ESTIMATED VALUES OF TRANSACTIONS The estimated values transactions are based on current or estimated contract prices or rates agreed or to be agreed with suppliers or customers. These prices rates are negotiated on normal level transactions based on reasonable market-competitive prices, or actual cost curred or to be curred by suppliers. Wherever practicable /or possible, at least two or contemporaneous transactions with unrelated third parties for similar products or services /or quantities will be used as a comparison to determe wher prices terms fered to/by related parties are fair reasonable comparable to those fered to/by or unrelated third parties for same or substantially similar type products/services /or quantities. This process ensures that obtas se items at best price from market. The estimated values are furr based on assumptions that current level operations will contue all external conditions rema constant. The frequency transactions will occur with some degree frequency could arise at any time. In event quotation or comparative pricg from unrelated third parties cannot be obtaed (for stance, if re are no unrelated third party vendors/customers similar products or services) transaction price will be determed by approved based on usual busess practices by respective Board Directors both transactg entities to ensure that price terms RRPTs are not detrimental to. In addition, management transactg entities shall reta a proper documentation to support basis arrivg at relevant transaction prices. 2.5 REVIEW PROCEDURES FOR RECURRENT RELATED PARTY TRANSACTIONS has followg review procedures to ensure that recurrent related party transactions are based on normal commercial terms consistent with s usual busess practices policies, are undertaken on transaction prices on terms not more favourable to Related Parties than those generally available to public, are not detrimental to mority shareholders: (d) (e) (f) has limits authority whereby different classes transactions (based on nature amount) cludg those to be entered to with related parties, will be approved by different authority levels for example approval from Board Directors for certa transactions above RM1,000,000, approval from Managg Director up to RM1,000,000 Head Division for transactions RM00,000 below. The approval process cludes settg up tender evaluation committees, where necessary; A register will be mataed to record all recurrent related party transactions which are entered to pursuant to shareholders mate; All companies with shall only enter to recurrent related party transactions after beg satisfied that pricg, level service, quality products are comparable to market dustry stards; The annual ternal audit plan shall clude review all recurrent related party transactions entered to pursuant to shareholders mate to ensure that relevant approvals have been obtaed review procedures respect such transactions are adhered to; The Audit Committee Company ( Audit Committee ) will undertake periodic review at least twice a year on all past recurrent related party transactions ir review such transactions, Audit Committee may, as y deem fit, request for additional formation pertag to transactions from dependent sources or advisers; If a member Audit Committee has an terest, both direct direct, any particular transaction, he or she will absta from any deliberations (though may be requested to provide relevant formation to or Audit Committee members) also absta from votg on matter at Audit Committee meetg. 5

10 If after review, Audit Committee is opion that review procedures mentioned above are no longer sufficient to ensure all recurrent related party transactions are carried out on terms not more favourable to Related Parties than those available to public, are not detrimental to mority shareholders, it shall troduce new review procedures to be imposed on all recurrent related party transactions. However, to ensure its dependence, Audit Committee will not be volved approvg any transactions. 2.6 VALIDITY PERIOD OF THE PROPOSAL If approved at forthcomg AGM, Proposal will take effect from passg ordary resolution relatg reto at AGM will contue to be force until: conclusion next AGM Company followg forthcomg AGM at which Proposal is passed, at which time it will lapse, unless by a resolution passed at such general meetg expiration period with which next AGM Company after date it is required to be held pursuant to Section 40(2) Act (but shall not extend to such extensions as may be allowed pursuant to Section 40(4) Act); or revoked or varied by resolution passed by shareholders general meetg, 2.7 DISCLOSURE Disclosure will be made on breakdown aggregate value transactions conducted pursuant to Proposal durg fancial year Company s Annual Report annual reports for subsequent fancial years that shareholders mate contues to be force. Paragraph.1.5 Practice Note 12 states that makg disclosure aggregate value Recurrent Related Party Transactions conducted pursuant to Mate a listed issuer s annual report, a listed issuer must provide a breakdown aggregate value Recurrent Related Party Transactions made durg fancial year, amongst ors, based on followg formation: type Recurrent Related Party Transactions made; names Related Parties volved each type Recurrent Related Party Transactions made ir relationship with listed issuer. STATEMENT BY AUDIT COMMITTEE The Audit Committee Company has seen reviewed procedures mentioned Paragraph 2.5 above is satisfied that: has place adequate procedures processes to monitor, track identify recurrent related party transactions a timely orderly manner se procedures processes are reviewed as when required; procedures above are sufficient to ensure terms recurrent related party transactions are fair, reasonable on normal commercial terms, are not more favourable to Related Parties than those generally available to public recurrent related party transactions are not detrimental to mority shareholders are best terest. 6