THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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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, please consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately. Bursa Malaysia Securities Berhad has conducted limited review on the contents of this Circular relating to Circular as defined in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad prior to issuance of this Circular. Bursa Malaysia Securities Berhad 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. GAS MALAYSIA BERHAD (Company No T) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE The ordinary resolution in respect of the above proposal will be tabled as Special Business at the Twenty Fifth ( 25th ) Annual General Meeting ( AGM ) of Gas Malaysia Berhad ( Company ) to be held at the Mahkota II, Hotel Istana, 73, Jalan Raja Chulan, Kuala Lumpur, Malaysia on Wednesday, 11 May 2016 at 3.00 p.m. or any adjournment thereof. The Notice of the 25th AGM together with the Form of Proxy are enclosed together with the Annual Report of our Company for the financial year ended 31 December 2015 which have been despatched together with this Circular. The Form of Proxy should be completed and returned in accordance with the instructions therein and should reach our Company s Share Registrar s Office at Symphony Share Registrars Sdn Bhd of Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than forty-eight (48) hours before the time set for holding the 25th AGM. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so. Last day and time for lodgement of Form of : Monday, 9 May 2016 at 3.00 p.m. Proxy Date and time of 25th AGM : Wednesday, 11 May 2016 at 3.00 p.m. This Circular is dated 18 April 2016

2 DEFINITIONS In this Circular and the accompanying appendices, the following abbreviations shall have the following meanings unless otherwise stated: "Act" : The Companies Act, 1965 AGM : Annual General Meeting "Board" : Board of Directors of Gas Malaysia "Bursa Securities" : Bursa Malaysia Securities Berhad (Company No W) "Director(s)" : Shall have the same meaning given in Section 2(1) of the Capital Markets and Services Act, 2007 and includes any person who is or was within the preceding six (6) months on the date on which the terms of the Recurrent Related Party Transactions were agreed upon, a Director of our Company or any other company which is its subsidiary or holding company or a chief executive officer of our Company, its subsidiary or holding company FYE : Financial year ended / ending, as the case may be Gas Malaysia or Company : Gas Malaysia Berhad (Company No T) Gas Malaysia Group or Group Gas Malaysia Share(s) or Shares : Gas Malaysia and its subsidiaries, collectively : Ordinary share(s) of RM0.50 each fully paid-up in Gas Malaysia Gas Malaysia (LPG) : Gas Malaysia (LPG) Sdn Bhd LPD : 1 April 2016, being the latest practicable date prior to the printing of this Circular LPG : Liquefied petroleum gas "Listing Requirements" : Main Market Listing Requirements of Bursa Securities Major Shareholder(s) : Any person is or was within the preceding six (6) months on the date on which the terms of the Recurrent Related Party Transactions were agreed upon, a major shareholder of our Company (including our subsidiaries) who has an interest or interests in one (1) or more voting shares in our Company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is: a) ten (10%) or more of the aggregate of the nominal amounts of all the voting shares in our Company; or b) five (5%) or more of the aggregate of the nominal amounts of all the voting shares in our Company where such person is the largest shareholder of our Company. For the purpose of this definition, interests in shares shall have the meaning given in Section 6A of the Act. ii

3 DEFINITIONS (Cont d) Related Parties : PETRONAS, PGB, and PDB MOF (Inc.) : Minister of Finance (Incorporated) NGDS : Natural Gas Distribution System PDB : PETRONAS Dagangan Berhad Person Connected : in relation to a Director or a Major Shareholder, means such person who falls under any one of the following categories: (a) a family member of the Director or Major Shareholder; (b) a trustee of a trust (other than a trustee for share scheme for employees or pension scheme) under which the Director, Major Shareholder or a family member of the Director or Major Shareholder 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 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. PETRONAS : Petroliam Nasional Berhad PGB : PETRONAS Gas Berhad iii

4 DEFINITIONS (Cont d) Proposed Shareholders Mandate : Proposed renewal of existing shareholders mandate for the Recurrent Related Party Transactions for which approval is being sought at the forthcoming AGM PTSB : Pelantar Teknik (M) Sdn Bhd Recurrent Related Party Transaction(s) or RRPT(s) Related Party(ies) : Recurrent Related Party Transactions of revenue or trading nature which are necessary for the day-to-day operations entered into or to be entered into by us or our Group with the Related Parties : A Director, a Major Shareholder and/or a Person connected with such Director or Major Shareholder who are interested in the Recurrent Related Party Transactions "RM" and "sen" : Ringgit Malaysia and sen respectively USD : United States Dollar Words incorporating the singular shall, where applicable, include the plural and vice versa and words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include a corporation, unless otherwise specified. All references to "you" in this Circular are to the shareholders of our Company. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise specified. Certain figures included in this Circular have been subject to rounding adjustments. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK iv

5 TABLE OF CONTENTS LETTER TO SHAREHOLDERS OF GAS MALAYSIA IN RELATION TO THE PROPOSED SHAREHOLDERS MANDATE Page 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSED SHAREHOLDERS MANDATE 2 3. RATIONALE FOR AND BENEFITS OF THE PROPOSED SHAREHOLDERS MANDATE 8 4. EFFECTS OF THE PROPOSED SHAREHOLDERS MANDATE 8 5. APPROVAL REQUIRED 8 6. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS 8 7. DIRECTORS RECOMMENDATION 9 8. AGM 9 9. FURTHER INFORMATION 10 APPENDIX I ADDITIONAL INFORMATION 11 EXTRACT OF NOTICE OF ANNUAL GENERAL MEETING 12 THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK v

6 GAS MALAYSIA BERHAD (Company No T) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office: 5, Jalan Serendah 26/17 Seksyen Shah Alam Selangor Darul Ehsan 18 April 2016 Board of Directors: Datuk Haji Hasni bin Harun (Non-Independent Non-Executive Chairman) Dato Sri Che Khalib bin Mohamad Noh (Non-Independent Non-Executive Director) Shigeru Muraki (Non-Independent Non-Executive Director) Yusa bin Hassan (Non-Independent Non-Executive Director) Shazali bin Dato Haji Shahrani (Non-Independent Non-Executive Director) Tan Lye Chong (Independent Non-Executive Director) Datuk Puteh Rukiah binti Abd. Majid (Independent Non-Executive Director) Datuk Syed Abu Bakar bin S Mohsin Almohdzar (Independent Non-Executive Director) Datuk Ooi Teik Huat (Independent Non-Executive Director) Hisashi Nakamura (Alternate Director to Shigeru Muraki) Yasushi Sakakibara (Alternate Director to Shigeru Muraki) Aida Aziza binti Mohd Jamaludin (Alternate Director to Yusa bin Hassan) Dato Rosthman bin Ibrahim (Alternate Director to Shazali bin Dato Haji Shahrani) To: Our Shareholders Dear Sir/Madam PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1 INTRODUCTION Our Company had at its 24 th AGM held on 7 May 2015 obtained a general mandate from our shareholders for our Company and/or the subsidiaries to enter into RRPT(s) with the Related Parties in the ordinary course of business based on commercial terms which are not more favourable to the Related Parties than those generally available to the public which are necessary for the Group s day-to-day operations. The said general mandate for RRPT(s) shall, in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming AGM unless authority for its renewal is renewed. On 17 March 2016, our Company announced to Bursa Securities that it would be seeking a renewal of mandate in respect of the existing RRPT(s) from our shareholders pursuant to Paragraph of the Listing Requirements. 1

7 The purpose of this Circular is to provide you with the relevant information of the Proposed Shareholders Mandate and to seek your approval for the ordinary resolution to be tabled at the forthcoming 25 th AGM of our Company. An extract of the Notice of the 25 th AGM is enclosed in this Circular for your ease of reference. YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR BEFORE VOTING ON THE ORDINARY RESOLUTION PERTAINING TO THE PROPOSED SHAREHOLDERS MANDATE TO BE TABLED AT THE FORTHCOMING AGM. 2. DETAILS OF THE PROPOSED SHAREHOLDERS MANDATE 2.1 Provisions under the Listing Requirements Pursuant to Paragraph of the Listing Requirements, we may seek a shareholders mandate for related party transactions involving RRPT(s), 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 our annual report in respect of the aggregate value of transactions conducted pursuant to the shareholders mandate during the financial year where: (a) (b) the consideration, value of the assets, capital outlay or costs of the aggregated transactions is equal to or exceeds RM1 million; or any one of the percentage ratios of such aggregated transactions is equal to or exceeds one percent (1%), whichever is the higher; (iii) (iv) (v) the issuance of a circular to our shareholders which includes 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 an interested 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 person(s) connected with him abstain from voting on the resolution approving the transactions; and an immediate announcement shall be made to Bursa Securities when the actual value of a RRPT exceeds the estimated value of the recurrent related party transaction disclosed in this Circular by ten percent (10%) or more. The Proposed Shareholders Mandate, if approved by you at our forthcoming AGM, will be subject to annual renewal and shall continue to be in force until: (i) (ii) (iii) the conclusion of our next AGM following our forthcoming AGM, at which time it will lapse, unless by a resolution passed at that meeting, the authority under the Proposed Shareholders Mandate is renewed; the expiration of the period within which the next AGM is required to be held under Section 143(1) of the Act (but shall not extend to such extension as may be allowed under Section 143(2) of the Act); or revoked or varied by ordinary resolution passed by you in a general meeting, whichever is the earlier. 2

8 2.2 The companies within our Group to which the Proposed Shareholders Mandate applies Our principal activity is to sell, market and distribute natural gas as well as construct and operate the NGDS in Peninsular Malaysia while our subsidiaries are involved in the supply and sale of LPG via a reticulation system and property holding. The subsidiaries of Gas Malaysia which are involved in the RRPT(s) are as follows: Subsidiaries Our effective equity interest Principal activities Gas Malaysia (LPG) 100% Selling of LPG via a reticulation system PTSB 100% Property holding 2.3 The Related Parties to which the Proposed Shareholders Mandate applies The Related Parties to which the Proposed Shareholders Mandate applies are as follows: Related Parties MOF (Inc.) PETRONAS PGB PDB Relationship MOF (Inc.) is the major shareholder of PETRONAS. PETRONAS is the major shareholder of PGB. PGB is our major shareholder with a direct shareholding of 14.8% in our Company. PETRONAS is the major shareholder of PDB. 2.4 Nature of the Recurrent Related Party Transactions The recurrent transactions which will be covered by the Proposed Shareholders Mandate are transactions of a revenue or trading nature which are necessary for the day-to-day operations of Gas Malaysia Group and are on terms not more favourable to the Related Parties than those generally available to the public. 3

9 2.4.1 Proposed Renewal of Shareholders Mandate The details of the RRPT(s) in respect of which our Company is seeking renewal of mandate as contemplated under the Proposed Shareholders Mandate are as follows: Related Parties Transacting Parties Companies within our Group Name of Interested Related Parties Estimated aggregate value (e) during the validity period of mandate (g) Estimated aggregate value disclosed in the preceding year s Circular to Shareholders dated 14 April 2015 Actual value transacted from 7 May 2015 to LPD RM 000 RM 000 RM 000 Nature of transactions PDB Gas Malaysia (LPG) MOF (Inc.) (a), PETRONAS (b), PGB (c), Yusa Bin Hassan (d) 25,000 (f)(i) 25,000 (f)(i) 10,707 Purchase of LPG from PDB. PDB Gas Malaysia MOF (Inc.) (a), PETRONAS (b), PGB (c), Yusa Bin Hassan (d) PETRONAS Gas Malaysia MOF (Inc.) (a), PGB (c), Yusa Bin Hassan (d) PGB Gas Malaysia MOF (Inc.) (a), PETRONAS (b), PGB (c), Yusa Bin Hassan (d) 1.30 (f)(ii) 1.30 (f)(ii) 1.17 Lease of land from PDB by Gas Malaysia for placement of gas district station at Lot 12911, Jalan Haji Sirat, Taman Klang Utama, Klang measuring 260 square feet. The payment is made annually. 18,000 (f)(iii) 18,000 (f)(iii) 12,155 Tolling fees paid by PETRONAS to Gas Malaysia for the transportation of gas to PETRONAS customers. The payment is received every fortnightly. 230 (f)(iv) 230 (f)(v) Tenancy of land from PGB by Gas Malaysia for odoriser station and right of way for a total estimated stations of 30 and the size ranges from 50 square meters to 2,000 square meters. (h) The payment is made annually and the tenancy agreement is automatically renewed every 3 year. 4

10 Notes: (a) MOF (Inc.) is deemed interested in Gas Malaysia through its shareholding in PETRONAS pursuant to Section 6A of the Act. (b) PETRONAS is deemed interested in Gas Malaysia through its shareholding in PGB pursuant to Section 6A of the Act. (c) PGB is the major shareholder of Gas Malaysia with a direct shareholding of 14.8%. (d) Yusa bin Hassan is the Director of Gas Malaysia and Managing Director and Chief Executive Officer of PGB. Please refer to Section 6(i) in Page 8 of the Circular. (e) The estimated aggregate value is subject to change due to the nature of the RRPT(s) and factors that may not be within Gas Malaysia s control. (f) The basis of arriving at the estimated transaction values are as follows: (i) Based on the agreed pricing mechanism of Contract Price ( CP ) + Alpha. CP is the contract price quoted in USD based on world market price of butane and propane. As at LPD, Alpha is an amount fixed at USD170/Metric Tonne for 50 kg cylinder gas and USD190/Metric Tonne for bulk supply gas. (ii) Based on the ongoing or expected market rate at the time the lease agreement was executed. (iii) Based on willing buyer and willing seller basis on prices which are reasonable market-competitive price. (iv) Based on the expected increase of rental which is in accordance with the size of land area as per market rate and as stated in the tenancy agreement. (v) Based on the ongoing or expected market rate at the time the tenancy agreement was executed. (g) Validity period of mandate refers to the period from the forthcoming 25 th AGM, i.e. 11 May 2016, to the next AGM. (h) The odoriser stations are currently located at various locations such as Johor, Negeri Sembilan, Pulau Pinang, Kedah, Perlis, Selangor, Perak and Melaka. 5

11 2.5 Amount due from the Related Parties There were no amounts due to Gas Malaysia Group from the Related Parties pursuant to the RRPT(s) that exceeded the credit period. The Group, as part of its credit management practices, will carry out periodic reviews to ensure that all amounts owing by the Related Parties are paid within the credit period. 2.6 Guidelines on the RRPT(s) The threshold for approval of RRPT(s) currently practiced within the Group is RM1.0 million per annum. Where the RRPT(s) is equal to or above RM1.0 million, it shall be reviewed by the Audit Committee and approved by the Board of Directors of the Company and the RRPT(s) below such amount will be reviewed by the Audit Committee and approved by the Chief Executive Officer. If the Chief Executive Officer is an interested party, the RRPT below such amount will be reviewed and approved by the Chief Financial Officer, who shall have no interest in the RRPT(s). Where any Director has any interest (direct or indirect) in any RRPT(s), such Director shall abstain from deliberation and voting on the matter. If it is determined that the guidelines and/or procedures are inadequate, Gas Malaysia will obtain a fresh shareholders mandate to ensure that: (i) (ii) RRPT(s) will be conducted on an arms length basis and on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public; and such transaction(s) will not be detrimental to the minority shareholders of Gas Malaysia or prejudicial to the interests of its minority shareholders. 2.7 Review and disclosure procedures on the RRPT(s) The Group has established the following procedures to ensure that the RRPT(s) are conducted on an arms-length basis and on normal commercial terms, which are consistent with our Group s normal business practices and policies, and undertaken on transaction prices and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of our minority shareholders:- (i) (ii) (iii) (iv) A list of the identities of the Related Parties will be circulated within the Group. Prior to entering into any of the RRPT(s), Gas Malaysia Group must ensure that all such transactions are consistent with our Group s normal business practices and policies, which are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of our minority shareholders; All RRPT(s) are reviewed by our management and reported to the Audit Committee and the Board on quarterly basis together with the quarterly financial report; The review by management shall incorporate a review on all RRPT(s) entered into to ensure relevant approvals have been obtained prior to commitment and all relevant guidelines and procedures are being adhered to; The review by management shall also include the process of determination of transaction prices and terms and conditions for the RRPT(s) to ensure that the transactions are based on prices which are competitive in comparison with the prevailing market prices, and on terms and conditions that are similar to the commercial terms for transaction with the public, which depend on the demand and supply of the products and services. 6

12 Wherever practicable and/or possible, at least two (2) other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities, will be used as comparison 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, bearing in mind market forces for the demand and supply of the products or services and its impact on pricing, quality, delivery schedules, preferential terms and conditions, and on the urgency that the products/services are required. Nonetheless, in the event that such quotation or comparative pricing from third parties cannot be obtained, the transaction prices will be determined in accordance with the Group s normal business practices and policy; (v) (vi) (vii) (viii) (ix) The Audit Committee will include a review of the RRPT(s) entered into pursuant to the shareholders mandate as part of our internal audit plan. This is to ensure that relevant approvals have been obtained and the internal controls and procedures for the RRPT(s) have been adhered to; Our Audit Committee will review the internal audit reports to ascertain if the guidelines, processes and procedures established to monitor recurrent related party transactions have been complied with; A register will be maintained to record all the RRPT(s) which are entered into pursuant to the Proposed Shareholders Mandate; Our Board and our Audit Committee will have the overall responsibility for the determination of the review procedures, including addition of new review procedures, as and when necessary. Our Board and our Audit Committee may also appoint individuals and committees to examine the RRPT(s), as they deem appropriate. If a member of our Board or our Audit Committee has an interest in a transaction, he or she will abstain from any deliberation and decision-making at meetings of our Board or Audit Committee (as the case may be) in respect of the said transaction; and Disclosure will be made in our annual report of the breakdown of the annual aggregate value of the RRPT(s) conducted under the Proposed Shareholders Mandate during the relevant financial years, based on the type of Recurrent Related Party Transactions made, the names of the Related Parties involved in each type of RRPT and the nature of our relationship with them. 2.8 Audit Committee Statement The Audit Committee has seen and reviewed the procedures set out in Section 2.7 and is of the opinion that the abovementioned procedures are sufficient to ensure that the RRPT(s) 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 reviews the procedures and processes on an annual basis. The Audit Committee is of the view that our Group has in place adequate procedures and processes to monitor, track and identify the RRPT(s) in a timely and orderly manner. If during its periodic reviews, the Audit Committee is of the view that such procedures and processes are no longer appropriate or adequate to monitor, track and identify RRPT(s), the Audit Committee will draw it to the attention of the Board and, if necessary, Gas Malaysia will establish new guidelines and procedures. 7

13 The Audit Committee may also appoint individuals and committees to examine the RRPT(s), as and when appropriate. If any member of the Audit Committee has an interest, direct and indirect, in any particular RRPT(s), he will abstain from any deliberation on the matter at the Audit Committee meetings in respect of such transactions. 3. RATIONALE FOR AND BENEFITS OF THE PROPOSED SHAREHOLDERS MANDATE The Proposed Shareholders Mandate will benefit Gas Malaysia to facilitate transactions in the normal course of business of the Group which are transacted from time to time with the Related Parties, provided that they are carried out at arm's length and on Gas Malaysia Group's normal commercial terms and are not prejudicial to its shareholders 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. Gas Malaysia Group has a long-standing business relationship with the Related Parties. The Related Parties are both good customers of Gas Malaysia Group as well as reliable suppliers of goods and services with proven track records required by Gas Malaysia Group for its businesses. The goods and services provided by as well as purchases from the Related Parties are priced competitively and all transactions between Gas Malaysia Group and the Related Parties are carried out on an arm s length basis and on terms not more favourable to the Related Parties than those generally available to the public. The close cooperation between Gas Malaysia Group and the Related Parties has reaped mutual benefits and has been and is expected to continue to be beneficial to the businesses of Gas Malaysia Group. The procurement of your mandate on an annual basis would eliminate the need to convene separate general meetings from time to time to seek your approval as and when potential RRPT with the Related Parties arise, thereby substantially reducing administrative time and expenses in convening such meetings, without compromising the corporate objectives and business opportunities available to Gas Malaysia Group. 4. EFFECTS OF THE PROPOSED SHAREHOLDERS MANDATE The Proposed Shareholders Mandate does not have any effect on the issued and paid-up share capital of our Company, the shareholdings of the substantial shareholders of our Company and is not expected to have effect on the net assets, earnings, and gearing of our Group. 5. APPROVAL REQUIRED The Proposed Shareholders Mandate is subject to your approval at the forthcoming AGM of our Company. 6. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS Save as disclosed below, none of our Directors and/or Major Shareholders and persons connected to them has any interest, direct or indirect, in the Proposed Shareholders Mandate. (i) Director Encik Yusa bin Hassan is the Managing Director and Chief Executive Officer of PGB. As Encik Yusa bin Hassan (the Interested Director ) is also our Director, he is deemed interested in the Proposed Shareholders Mandate. Accordingly, the Interested Director has abstained and will continue to abstain from all deliberations and voting on the Proposed Shareholders Mandate at the relevant Board meetings. 8

14 Further, the Interested Director has undertaken that he will ensure that persons connected to him, if any, will also abstain from voting, in respect of their direct and indirect shareholdings, on the resolution relating to the Proposed Shareholders Mandate at our forthcoming AGM. Encik Yusa bin Hassan has no direct or indirect shareholdings in the Company as at the LPD. (ii) Major Shareholders The direct and indirect shareholdings of our Major Shareholders who are interested in the RRPT(s) ( Interested Major Shareholders ) as at the LPD are as follows: Name of Major Shareholders No. of Ordinary Shares of RM0.50 each Direct % Indirect % PGB 190,010, PETRONAS ,010,000 (1) Minister of Finance, (Incorporated) ,010,000 (2) Notes: (1) Deemed interest through its shareholding in PGB pursuant to Section 6A of the Act. (2) Deemed interest through its shareholding in PETRONAS pursuant to Section 6A of the Act. All of our above Interested Major Shareholders who are interested in the RRPT(s) will abstain from voting, in respect of their direct and indirect shareholdings, on the resolution to give effect to the Proposed Shareholders Mandate at our forthcoming AGM. Further, the Interested Major Shareholders have undertaken that they will ensure that persons connected to them, if any, will also abstain from voting, in respect of their direct and indirect shareholdings, on the resolution relating to the Proposed Shareholders Mandate at our forthcoming AGM. 7. DIRECTORS RECOMMENDATION Our Board, save for the Interested Director, after careful deliberation, is of the opinion that the Proposed Shareholders Mandate is in the best interest of our Company. Accordingly, our Board, save for the Interested Directors, recommends that you vote in favour of the resolution in respect of the Proposed Shareholders Mandate to be tabled at the forthcoming AGM. 8. AGM We will hold our 25 th AGM (the notice of which is set out in our 2015 Annual Report and an extract of which is also enclosed in this Circular) at the Mahkota II, Hotel Istana, 73, Jalan Raja Chulan, Kuala Lumpur, Malaysia on Wednesday, 11 May 2016 at 3.00 p.m. or any adjournment thereof, for you to consider and if you think fit, pass the resolution to give effect to the Proposed Shareholders Mandate, amongst others. If you are unable to attend and vote in person at our forthcoming AGM, you may complete, sign and return the Form of Proxy enclosed in the 2015 Annual Report in accordance with the instructions therein as soon as possible so as to arrive at our Share Registrar s Office of Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than forty-eight (48) hours before the time set for our 25 th AGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at our 25 th AGM should you subsequently wish to do so. 9

15 9. FURTHER INFORMATION We request that you refer to the attached Appendix I for further information. Yours faithfully for and on behalf of the Board of Directors of GAS MALAYSIA BERHAD Datuk Haji Hasni bin Harun Chairman THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 10

16 APPENDIX I ADDITIONAL INFORMATION 1. RESPONSIBILITY STATEMENT Our Directors have seen and approved this Circular and all the Directors collectively and individually accept full responsibility for the accuracy of the information given and confirm that, after making all reasonable enquiries, to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in this Circular misleading. 2. MATERIAL CONTRACTS As at the LPD, our Group has not entered into any material contracts (not being contracts entered into in the ordinary course of business) during the two (2) years immediately preceding the date of this Circular. 3. MATERIAL LITIGATION As at the LPD, our Group is not engaged in any material litigation, claim or arbitration, either as plaintiff or defendant, which has a material effect on the financial position of our Group and our Directors are not aware of any proceedings pending or threatened against our Group or of any facts likely to give rise to any proceedings which might materially and adversely affect the financial position or business of our Group. 4. DOCUMENTS AVAILABLE FOR INSPECTION The following documents or copies of them are available for inspection at our registered office at 5, Jalan Serendah 26/17, Seksyen 26, Shah Alam, Selangor Darul Ehsan during normal business hours from Mondays to Fridays (except public holidays) from the date of this Circular up to and including the date of our forthcoming AGM: (i) (ii) Our Memorandum and Articles of Association; and Our audited consolidated financial statements for the FYE 31 December 2014 and FYE 31 December THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 11

17 GAS MALAYSIA BERHAD (Company No T) (Incorporated in Malaysia under the Companies Act, 1965) EXTRACT OF NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the Twenty-Fifth Annual General Meeting of Gas Malaysia Berhad ( the Company ) will be held at the Mahkota II, Hotel Istana, 73, Jalan Raja Chulan, Kuala Lumpur, Malaysia on Wednesday, 11 May 2016 at 3.00 p.m. or any adjournment thereof for the following purposes: ORDINARY RESOLUTION 6 PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE WITH PETROLIAM NASIONAL BERHAD, PETRONAS GAS BERHAD AND PETRONAS DAGANGAN BERHAD That subject to the provisions of Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given to the Company and its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature with the related parties, as set out in Section 2.4 of the Circular to Shareholders dated 18 April 2016, which are necessary for the day-to-day operations; and are undertaken in the ordinary course of business of the Company and its subsidiaries, on 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 are not detrimental to the minority shareholders of the Company and that such approval shall continue to be in force until: i) the conclusion of the next Annual General Meeting ( AGM ) of the Company following this AGM 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; ii) iii) 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 revoked or varied by resolution passed by the shareholders at a general meeting, whichever is the earlier. And that the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to such transactions as authorised by this Ordinary Resolution. BY ORDER OF THE BOARD YANTI IRWANI BINTI ABU HASSAN (MACS 01349) NOOR RANIZ BIN MAT NOR (MAICSA ) Company Secretaries Shah Alam, Selangor Darul Ehsan 18 April 2016 Notes: 1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply. 12

18 2. A member shall not be entitled to appoint more than two proxies. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy. 3. Where a member is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ( omnibus account ) as defined under the Securities Industry (Central Depositories) Act, 1991, there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds. Where there are two or more proxies, the appointments shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy. 4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its Common Seal or signed by an officer or attorney so authorised. 5. The instrument appointing a proxy or corporate representative or the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited with the Share Registrar of the Company at Symphony Share Registrars Sdn Bhd, Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time set for holding the meeting or at any adjournment thereof. 6. In respect of deposited securities, only members whose names appear on the Record of Depositors on 4 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 behalf. Explanatory Notes Ordinary Resolution 6 Proposed Renewal of Shareholders Mandate The Ordinary Resolution 6, if passed, will benefit the Company by facilitating the Company and its subsidiaries ( the Group ) to enter into transactions with Related Parties specified in Section 2.4 of the Circular to Shareholders dated 18 April 2016 in the ordinary course of the Group s business on normal commercial terms, in a timely manner and will enable the Group to continue to carry out recurrent related party transactions necessary for the Group s day-to-day operations. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 13