PART A CIRCULAR TO SHAREHOLDERS. in relation to the

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1 THIS CIRCULAR/STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent adviser immediately. Bursa Malaysia Securities Berhad ( Exchange ) has not perused Part B prior to its issuance as it is prescribed as an exempt statement. The Exchange takes no responsibility for the contents of this Circular/Statement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular/Statement. (Company No U) (Incorporated in Malaysia) PART A CIRCULAR TO SHAREHOLDERS in relation to the PROPOSED RENEWAL OF AND NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE PART B SHARE BUY-BACK STATEMENT TO SHAREHOLDERS in relation to the PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES Notice of the Sixth Annual General Meeting which will be held at Perdana Ballroom, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, Kuala Lumpur on Monday, 5 October 2015 at a.m. together with the Form of Proxy are enclosed in the Annual Report The Form of Proxy must be lodged at the Registered Office of the Company not less than 48 hours before the time fixed for the Meeting. The lodging of the Form of Proxy will not preclude you from attending and voting at the Meeting if you are subsequently able to do so. This Circular/Statement is dated 11 September 2015.

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular/Statement: Act : The Malaysian Companies Act, 1965, including any amendment that may be made thereto from time to time AGM : Annual General Meeting Annual Report 2015 : The annual report of BFood for the financial year ended 30 April 2015 B&B : B & B Enterprise Sdn Bhd BAssets : Berjaya Assets Berhad BAuto : Berjaya Auto Berhad BBooks : Berjaya Books Sdn Bhd BCorporation : Berjaya Corporation Berhad BFI : Berjaya Food (International) Sdn Bhd BFood or the Company : Berjaya Food Berhad BFood ESOS : Employees Share Option Scheme of BFood for the grant of options to eligible Directors and employees of the Group to subscribe for new BFood Shares BFood Group or the Group : BFood and its subsidiaries BFood Shares : Ordinary shares of RM0.50 each in BFood BGroup : Berjaya Group Berhad BHills : Berjaya Hills Berhad BJM : Berjaya Jollibean (M) Sdn Bhd BLand : Berjaya Land Berhad BLoyalty : BLoyalty Sdn Bhd BMedia : Berjaya Media Berhad BMTSB : Bermaz Motor Trading Sdn Bhd Board : Board of Directors BRadioShack : Berjaya RadioShack Sdn Bhd BRoasters : Berjaya Roasters (M) Sdn Bhd BRCL : Berjaya Roasters (Cambodia) Ltd i

3 DEFINITIONS (cont d) BStarbucks : Berjaya Starbucks Coffee Company Sdn Bhd BTS Car Park : BTS Car Park Sdn Bhd BTSSB : Berjaya Times Square Sdn Bhd BVTCY : Berjaya VTCY Sdn Bhd Code : Malaysian Code on Take-Overs and Mergers, 2010 Desiran Unggul : Desiran Unggul Sdn Bhd Director : Has the meaning given in Section 2(1) of the Capital Markets and Services Act, 2007 and includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a Director of BFood, its subsidiaries or holding company or a chief executive officer of BFood, its subsidiaries or holding company DLKC : Dato Lee Kok Chuan DSRT : Dato Sri Robin Tan Yeong Ching DZM : Dato Zurainah Binti Musa EGM : Extraordinary General Meeting EPS : Earnings per share Exchange : Bursa Malaysia Securities Berhad Gemtech : Gemtech (M) Sdn Bhd HRESB : Hotel Resort Enterprise Sdn Bhd HQZ : HQZ Credit Sdn Bhd JFPL : Jollibean Foods Pte Ltd KRR : Kenny Rogers Roasters LBSB : Lengkap Bahagia Sdn Bhd Listing Requirements : Exchange s Main Market Listing Requirements, including any amendment that may be made from time to time ii

4 DEFINITIONS (cont d) Major Shareholder(s) : A person who has an interest or interests in one or more voting shares in BFood and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is MOL AccessPortal : MOL AccessPortal Sdn Bhd (a) (b) MOL.com : MOL.com Sdn Bhd 10% or more of the aggregate of the nominal amounts of all the voting shares in BFood; or 5% or more of the aggregate of the nominal amounts of all the voting shares in BFood where such person is the largest shareholder of BFood. For the purpose of this definition, interest in shares shall have 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 BFood or any other company which is its subsidiary or holding company. NA : Net assets attributable to ordinary equity holders of the BFood Group Nautilus : Nautilus Corporation Sdn Bhd NKSB : Nostalgia Kiara Sdn Bhd Nural Enteprise : Nural Enterprise Sdn Bhd PCL : Prime Credit Leasing Sdn Bhd Person(s) Connected : In relation to a Director or a Major Shareholder, means such person who falls under any one of the following categories: - (i) (ii) (iii) (iv) (v) (vi) (vii) a family member of the Director or Major Shareholder; a trustee of a trust (other than a trustee for a share scheme for employees or pension scheme) under which the Director, Major Shareholder or a family member of the Director or Major Shareholder, is the sole beneficiary; a partner of the Director, Major Shareholder or a partner of a Person Connected with that Director or Major Shareholder; a person 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; 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; 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; 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; iii

5 DEFINITIONS (cont d) (viii) a body corporate in which the Director, Major Shareholder or 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 (ix) Premier Merchandise : Premier Merchandise Sdn Bhd a body corporate which is a related corporation Prevailing Laws : Any prevailing laws, rules, regulations, orders, guidelines and requirements issued by the relevant authorities Proposed Mandate : Proposed renewal of and new shareholders mandate for the BFood Group to enter into Recurrent Related Party Transactions in the ordinary course of business Proposed Share Buy- Back : The proposed renewal of authority to purchase and/or hold BFood Shares of up to 10% of the issued and paid-up ordinary share capital of the Company PT Boga : PT Boga Lestari Sentosa Qinetics : Qinetics Solutions Sdn Bhd Qinetics Services : Qinetics Services Sdn Bhd Recurrent Related Party Transactions : Transactions which are recurrent, of a revenue or trading nature and which are necessary for the day-to-day operations of the BFood Group and involve the interest, direct or indirect, of a Related Party Related Party (ies) : A Director, Major Shareholder or a Person Connected with such a Director or Major Shareholder RM and sen : Ringgit Malaysia and sen respectively Shares Purchased : BFood Shares to be purchased under the Proposed Share Buy-Back Sublime Cartel : Sublime Cartel Sdn Bhd Sun Media : Sun Media Corporation Sdn Bhd Superior Structure : Superior Structure Sdn Bhd Treasury Shares : BFood Shares that may be purchased by BFood which will be retained in treasury Tropicana City : Tropicana City Sdn Bhd TSVT : Tan Sri Dato Seri Vincent Tan Chee Yioun TTC : Mr. Tan Thiam Chai Warrants 2012/2017 : BFood s warrants 2012/2017 constituted by the deed poll dated 2 July 2012 iv

6 TABLE OF CONTENTS LETTER TO THE SHAREHOLDERS OF BFOOD PART A: PROPOSED RENEWAL OF AND NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE PAGE 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSED MANDATE 1 3. RATIONALE FOR, AND THE BENEFIT TO THE BFOOD GROUP FROM TRANSACTING WITH RELATED PARTIES CONDITIONS FOR THE PROPOSED MANDATE FINANCIAL EFFECTS OF THE PROPOSED MANDATE DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS DIRECTORS RECOMMENDATION AGM FURTHER INFORMATION 23 SHARE BUY-BACK STATEMENT PART B: PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES 1. INTRODUCTION DETAILS OF THE PROPOSED SHARE BUY-BACK RATIONALE FOR THE PROPOSED SHARE BUY-BACK POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK EFFECTS OF THE PROPOSED SHARE BUY-BACK IMPLICATION RELATING TO THE CODE DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS DIRECTORS RECOMMENDATION 30 9 DIRECTORS RESPONSIBILITY STATEMENT FURTHER INFORMATION 30 APPENDIX I FURTHER INFORMATION 31 EXTRACT OF RESOLUTIONS TO BE TABLED AT THE BFOOD SIXTH AGM ENCLOSED v

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

8 BERJAYA FOOD BERHAD (Company No U) (Incorporated in Malaysia) Registered Office: Lot 13-01A, Level 13 (East Wing) Berjaya Times Square No. 1 Jalan Imbi Kuala Lumpur 11 September 2015 Directors: Dato Sri Robin Tan Yeong Ching (Executive Chairman) Dato Lee Kok Chuan (Chief Executive Officer) Tan Thiam Chai (Non-Independent Non-Executive Director) Dato Zurainah Binti Musa (Non-Independent Non-Executive Director) Datuk Zainun Aishah Binti Ahmad (Independent Non-Executive Director) Dato Mustapha Bin Abd Hamid (Independent Non-Executive Director) To: The Shareholders of BFood Dear Sir/Madam, PROPOSED RENEWAL OF AND NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1.0 INTRODUCTION 1.1 The Board of BFood had on 27 August 2015 announced its intention to seek shareholders approval for the proposed renewal of and new shareholders mandate for Recurrent Related Party Transactions. 1.2 The purpose of this Circular is to provide you with the relevant information on the Proposed Mandate and to seek your approval for the ordinary resolution to be tabled at the forthcoming AGM of the Company. The Notice of AGM is set out in the Annual Report The extract of the ordinary resolution on the Proposed Mandate to be tabled at the forthcoming AGM is enclosed together with this Circular. 2.0 DETAILS OF THE PROPOSED MANDATE 2.1 The Proposed Mandate The Company had on 17 September 2014 obtained its shareholders mandate for the BFood Group to enter into Recurrent Related Party Transactions on terms that are not more favourable to the Related Parties than those generally available to the public. The approval shall in accordance with the Listing Requirements lapse at the conclusion of the forthcoming AGM of the Company scheduled on 5 October 2015 unless approval for its renewal is obtained from the shareholders of the Company at the forthcoming AGM. 1

9 2.1.2 Pursuant to Paragraph 10.09(2) of the Listing Requirements, BFood may seek a shareholders mandate in respect of Recurrent Related Party Transactions subject to the following:- (a) (b) (c) (d) (e) the transactions are in the ordinary course of business and are on terms not more favourable to the related party than those generally available to the public; the shareholders mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders mandate during the financial year where the aggregate value is equal to or more than the threshold prescribed under Paragraph 10.09(1) of the Listing Requirements; the circular to shareholders for the shareholders mandate includes the information as may be prescribed by the Exchange. The draft circular must be submitted to the Exchange together with a checklist showing compliance with such information; in a meeting to obtain shareholders mandate, the interested Director, interested Major Shareholder or interested Person Connected with a Director or Major Shareholder; and where it involves the interest of an interested Person Connected with a Director or Major Shareholder, such Director or Major Shareholder, must not vote on the resolution to approve the transactions. An interested Director or interested Major Shareholder must ensure that with him abstain from voting on the resolution approving the transactions; and BFood immediately announces to the Exchange when the actual value of a Recurrent Related Party Transaction entered into by the BFood Group exceeds the estimated value of the Recurrent Related Party Transaction disclosed in the circular by 10% or more and must include the information as may be prescribed by the Exchange in its announcement. Transactions entered into between BFood (or any of its wholly-owned subsidiaries) and its whollyowned subsidiaries are excluded from the requirements of Part E of Chapter 10 of the Listing Requirements The Proposed Mandate, if approved by the BFood shareholders at the forthcoming AGM, will take effect from the date of passing of the ordinary resolution at the forthcoming AGM and shall continue to be in force until:- (a) (b) (c) the conclusion of the next AGM of the Company following the AGM at which such resolution for the Proposed Mandate will be passed, at which time it will lapse, unless by ordinary resolution passed at that general meeting, the authority is renewed; the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 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 ordinary resolution passed by the shareholders of the Company in a general meeting; whichever is the earlier. 2

10 2.2 Information on the BFood Group The principal activity of BFood is investment holding while the principal activities of its unlisted subsidiaries are as set out below: - Name of Company Effective Equity Interest Held Principle Activities (%) BRoasters 100 Development and operation of the KRR chain of restaurants in Malaysia. BFI 100 Investment holding. Berjaya Food Trading Sdn Bhd (Formerly known as Berjaya Food Management Services Sdn Bhd) 100 Sale and distribution of food and beverage in Malaysia. BStarbucks 100 Development and operation of the Starbucks Coffee chain of cafes and retail outlets in Malaysia. Subsidiaries of BFI JFPL 100 Operation of retail outlets and food caterers in Singapore. Berjaya Food Supreme Sdn Bhd 80 Development and operation of Starbucks Coffee chain of cafes and retail stores in Brunei Darussalam. BRCL 70 Development and operation of the KRR chain of restaurants in the Kingdom of Cambodia. PT Boga 51 Development and operation of the KRR chain of restaurants in Java island, Bali and Medan, Indonesia. Subsidiary of JFPL BJM 100 Operation of food and beverage retail outlets. Details of the Recurrent Related Party Transactions of the BFood Group which are in accordance with Paragraph (2) of the Listing Requirements are set out in Section 2.3 below. 2.3 Class and Nature of the Recurrent Related Party Transactions The class and nature of the Recurrent Related Party Transactions of the BFood Group are tabulated as follows:- 3

11 BFood Group with the following Related Parties Nature of transactions undertaken by BFood and/or its unlisted subsidiaries Interested Directors/Major Shareholders and/or to them Estimated value from 5 October 2015 to the date of the next AGM (RM 000) BCorporation and its unlisted subsidiaries BCorporation Management fees payable by BFood for services rendered that include, inter-alia, the provision of finance, secretarial and general administrative services. TSVT, DSRT and 300 BBooks Rental payable by BStarbucks at RM9,922 per month or based on 15% of monthly net sales generated, whichever is higher, for renting of shoplot at Lot G16, Ground Floor, The Walk, Jalan PJU 7/3, Mutiara Damansara, Petaling Jaya, Selangor. Tenure of the rental agreement is for a period of 3 years and renewable thereafter.^ TSVT, DSRT and 189 Rental payable by BStarbucks at RM11,419 per month or based on 15% of monthly net sales generated, whichever is higher, for renting of shoplot at Lot 1F-91 & 92, QueensBay Mall, 100 Persiaran Bayan Indah, Bayan Lepas, Penang. Tenure of the rental agreement is for a period of 3 years and renewable thereafter.^ 174 Berjaya Channel Sdn Bhd Procurement of advertising services by the BFood Group. TSVT, DSRT and 120 4

12 BFood Group with the following Related Parties Nature of transactions undertaken by BFood and/or its unlisted subsidiaries Interested Directors/Major Shareholders and/or to them Estimated value from 5 October 2015 to the date of the next AGM (RM 000) Berjaya Education Sdn Bhd Receipt of education and staff training services by the BFood Group. TSVT, DSRT and 80 Berjaya Higher Education Sdn Bhd Renting of training venue by the BFood Group.^ TSVT, DSRT and 60 BLoyalty Loyalty reward charges payable by the BFood Group. Procurement of reload card and other related services by BRoasters. TSVT, DSRT and Berjaya Registration Services Sdn Bhd Receipt of share registration services and other related services by BFood. TSVT, DSRT and 80 Kimia Suchi Marketing Sdn Bhd Purchase of cleaning chemical products by the BFood Group. TSVT, DSRT and 300 PCL Receipt of leasing and hire purchase facilities by BRoasters. TSVT, DSRT and 5,000 Roasters Asia Pacific (M) Sdn Bhd Royalty fee payable by BRoasters in respect of ongoing training and provision of support services. Income receivable by BRoasters pursuant to the rights awarded for granting of franchises to the independent franchisees. TSVT, DSRT and

13 BFood Group with the following Related Parties Nature of transactions undertaken by BFood and/or its unlisted subsidiaries Interested Directors/Major Shareholders and/or to them Estimated value from 5 October 2015 to the date of the next AGM (RM 000) Roasters Asia Pacific (Cayman) Limited Royalty fee payable by the BFood Group in respect of ongoing training and provision of support services. Franchise fee payable by the BFood Group in respect of support services for the opening of new outlets. TSVT, DSRT and Advertisement and promotion fund payable by the BFood Group. 100 Securexpress Services Sdn Bhd Receipt of transportation services by the BFood Group. TSVT, DSRT and 80 E.V.A. Management Sdn Bhd Receipt of human resourse management services by the BFood Group.* TSVT, DSRT and 50 Total 9,286 BAssets and/or its unlisted subsidiaries BTS Car Park Parking charges payable by the BFood Group. TSVT, DSRT, BCorporation and 200 BTSSB Rental payable by BRoasters at RM30,195 per month for renting of shoplot at Lot 03-85, 3 rd Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter. TSVT, DSRT, BCorporation and 363 6

14 BFood Group with the following Related Parties Nature of transactions undertaken by BFood and/or its unlisted subsidiaries Interested Directors/Major Shareholders and/or to them Estimated value from 5 October 2015 to the date of the next AGM (RM 000) BTSSB (Cont d) Rental payable by BRoasters at RM19,920 per month for renting of office at Lots to 09-13, 9 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter. TSVT, DSRT, BCorporation and 240 Rental payable by BStarbucks at RM22,425 per month for renting of office at Lot 10-02, Level 10, West Wing, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter.^ 270 Rental payable by BStarbucks at RM619 per month for renting of store room at Lot 10-02c, Level 10, West Wing, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter.^ 8 Rental payable by BStarbucks at RM7,168 per month for renting of shoplot at Lot No. G-09C and G-09D, Ground Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter.^ 86 7

15 BFood Group with the following Related Parties Nature of transactions undertaken by BFood and/or its unlisted subsidiaries Interested Directors/Major Shareholders and/or to them Estimated value from 5 October 2015 to the date of the next AGM (RM 000) BTSSB(Cont d) Rental payable by BStarbucks at RM13,818 per month or based on 15% of monthly gross sales generated, whichever is higher, for renting of shoplot at Lot No , 1st Avenue, 1st Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter.^ TSVT, DSRT, BCorporation and 345 Total 1,512 BLand and/or its unlisted subsidiaries Kota Raya 119 Development Sdn Bhd Rental payable by BStarbucks at RM9,847 per month for renting of kiosk at Kiosk G1 Sidewalk Café, Kota Raya Complex, Jalan Tun Tan Cheng Lock, Kuala Lumpur. Tenure of rental is for a period of one month and renewable on a monthly basis.^ TSVT, DSRT, BCorporation and Kota Raya Complex Management Sdn Bhd Rental payable by BRoasters at RM500 per month for renting of signage at Lots G05, G06 & G07 at Kota Raya Complex, Jalan Tun Tan Cheng Lock, Kuala Lumpur. Tenure of rental is for a period of one month and renewable on a monthly basis TSVT, DSRT, BCorporation and 6 Berjaya Guard Services Sdn Bhd Receipt of security guard services by BStarbucks.^ TSVT, DSRT, BCorporation and 184 8

16 BFood Group with the following Related Parties Nature of transactions undertaken by BFood and/or its unlisted subsidiaries Interested Directors/Major Shareholders and/or to them Estimated value from 5 October 2015 to the date of the next AGM (RM 000) Cempaka Properties Sdn Bhd Rental payable by BRoasters at RM5,540 per month for renting of shoplot at Lot G-83, Ground Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan. Tenure of the rental agreement is for a period of 3 years and renewable thereafter. TSVT, DSRT, BCorporation and 67 Rental payable by BRoasters at RM900 per month for renting of kiosk at Lot G-29D, Ground Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan. Tenure of the rental agreement is for a period of 3 years and renewable thereafter. 11 Rental payable by BStarbucks at RM11,270 per month or based on 10% of monthly gross sales generated, whichever is higher, for renting of shoplot and outdoor seating at Lot G-15, Ground Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan. Tenure of the rental agreement is for a period of 3 years and renewable thereafter.^ 267 Rental payable by BStarbucks at RM250 per month for renting of storage space at Lot S2.B, 2 nd Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan. Tenure of the rental agreement is for a period of 3 years and renewable thereafter.^ 3 9

17 BFood Group with the following Related Parties Nature of transactions undertaken by BFood and/or its unlisted subsidiaries Interested Directors/Major Shareholders and/or to them Estimated value from 5 October 2015 to the date of the next AGM (RM 000) Nural Enterprise Rental payable by BStarbucks at RM1,248 per month for renting of kiosk at Kiosk 1, Ground Floor, Plaza Berjaya, No.12, Jalan Imbi, Kuala Lumpur. Tenure of rental is for a period of one month and renewable on a monthly basis.^ TSVT, DSRT, BCorporation and 15 Rental payable by BStarbucks at RM4,148 per month for renting of office at Lot , Podium Block, Plaza Berjaya, No.12, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of 2 years and renewable thereafter.^ 50 Rental payable by BStarbucks at RM1,314 per month for renting of store room at Lot 3.04, Podium Block, Plaza Berjaya, No.12, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of one month and renewable on a monthly basis.* 16 Rental payable by BStarbucks at RM258 per month for renting of store room at LP3, Podium Block, Plaza Berjaya, No.12, Jalan Imbi, Kuala Lumpur. Tenure of the rental agreement is for a period of one month and renewable on a monthly basis.* 3 10

18 BFood Group with the following Related Parties Nature of transactions undertaken by BFood and/or its unlisted subsidiaries Interested Directors/Major Shareholders and/or to them Estimated value from 5 October 2015 to the date of the next AGM (RM 000) Absolute Prestige Sdn Bhd Rental payable by BStarbucks at RM92,952 per month for renting of shoplot at Lot 03, Ground Floor, Piccolo Hotel, Jalan Bukit Bintang, Kuala Lumpur. Tenure of the rental agreement is for a period of 3 years and renewable thereafter.* TSVT, DSRT, BCorporation and 1,115 Total 1,856 BMedia and/or its unlisted subsidiaries Sun Media Procurement of advertising and publishing services by the BFood Group. TSVT, DSRT, BCorporation and 2,550 BAuto and/or its unlisted subsidiaries BMTSB Purchase of Mazda vehicles, component parts and other related products and procurement of after-sales services by the BFood Group. Other related parties Qinetics Services Purchase of hardware, software, networking equipments, archiving services, maintenance and management services by the BFood Group. TSVT, DSRT, BCorporation and TSVT, DSRT, BCorporation and 1, MOLPay Sdn Bhd Online transaction fees payable by BStarbucks.* TSVT, DSRT, BCorporation and 138 Total 688 Grand Total 16,892 11

19 Notes: * New Recurrent Related Party Transactions which were not covered in the previous general mandate. ^ This was previously disclosed under Recurrent Related Party Transactions of BStarbucks in the Circular to Shareholders dated 26 August (1) The estimated values from 5 October 2015 to the date of the next AGM in 2016 are based on historical records and budgets of the respective Recurrent Related Party Transactions. The actual values of these transactions may differ from the said estimated values. (2) BCorporation is a Major Shareholder of BLand, BAssets, BMedia and BAuto. Its direct and indirect interests in these companies as at 14 August 2015 are set out as follows:- % of Interest Direct Indirect BLand (a) BAssets (a) BMedia (b) BAuto (a) Notes: (a) (b) Deemed interested by virtue of its 100% interest in BGroup. Deemed interested by virtue of its 100% interests in BGroup and BHills. (3) TSVT is a Major Shareholder of BCorporation by virtue of his direct and deemed interests in BCorporation. TSVT is also the father of DSRT. By virtue of his interest in BCorporation, TSVT is deemed to be interested in the shares of BCorporation s subsidiaries to the extent BCorporation has an interest. TSVT s direct and indirect interests in BCorporation, BLand, BAssets, BMedia and BAuto as at 14 August 2015 are set out below:- % of Interest Direct Indirect BCorporation (a) BLand (b) BAssets (c) BMedia (d) BAuto (e) Notes: (a) (b) (c) Deemed interested by virtue of his interests in HRESB, NKSB, Superior Structure, BAssets (the holding company of BTSSB and Sublime Cartel), BMedia (the holding company of Gemtech), B&B (the holding company of LBSB and Nautilus) and HQZ (the ultimate holding company of Desiran Unggul, Premier Merchandise and Berjaya Infrastructure Sdn Bhd). Deemed interested by virtue of his interests in BCorporation, HRESB, B&B, BVTCY and his interests in BAssets (the holding company of BTSSB and Sublime Cartel) and HQZ (the ultimate holding company of Desiran Unggul and Premier Merchandise). Deemed interested by virtue of his interests in BCorporation, Vecc-Men Holdings Sdn Bhd, HRESB, B&B, BVTCY and his deemed interest in Lim Kim Hai Sales & Services Sdn Bhd. 12

20 (d) (e) Deemed interested by virtue of his interests in BCorporation, HRESB, NKSB, Superior Structure, BAssets (the holding company of BTSSB and Sublime Cartel), B&B (the holding company of LBSB and Nautilus) and HQZ (the ultimate holding company of Desiran Unggul and Premier Merchandise). Deemed interested by virtue of his interest in BCorporation. (4) DSRT is the Executive Chairman of BFood and the Chairman of BMedia. DSRT is also the Chairman/Chief Executive Officer of BCorporation. DSRT is a son of TSVT and hence, he is deemed a Person Connected to TSVT and an interested Director of BFood. DSRT s direct and indirect interests in BCorporation, BLand, BAssets, BMedia and BAuto as at 14 August 2015 are set out below:- % of Interest Direct Indirect BCorporation (a)(b) BLand (a) BAssets (a) BMedia (a)(b) BAuto Notes: (a) (b) Deemed interested by virtue of his interest in HRESB. Indirect interest pursuant to Section 134(12)(c) of the Act. (5) Qinetics Services is a wholly-owned subsidiary of Qinetics which in turn is an 88%-owned subsidiary of MOL.com. TSVT and BCorporation are deemed Major Shareholders of Qinetics Services by virtue of their interests in MOL.com. Their direct and indirect interests in MOL.com as at 14 August 2015 are set out as follows:- % of Interest Direct Indirect TSVT (a) BCorporation (b) Notes: (a) (b) Deemed interested by virtue of his interest in BCorporation. Deemed interested by virtue of its 100% interest in BHills and its deemed interests in Berjaya Sompo Insurance Berhad and PCL. DSRT is a shareholder of MOL.com. (6) MOLPay Sdn Bhd is 51%-owned subsidiary of MOL AccessPortal which in turn is a wholly-owned subsidiary of MOL Global Inc. TSVT and BCorporation are Major Shareholders of MOL Global Inc. Their direct and indirect interests in MOL Global Inc as at 14 August 2015 are set out below:- % of Interest Direct Indirect TSVT (a) BCorporation (b) Notes: (a) (b) Deemed interested by virtue of his interests in HRESB, MOL.com, MOL Investments Pte Ltd and his deemed interest in MOL Ventures Pte. Ltd. Deemed interested by virtue of its interest in MOL.com. 13

21 2.4 Method or Procedures on which Transactions Prices are Determined/Review Procedures for Recurrent Related Party Transactions The BFood Group has established various methods and procedures to ensure that Recurrent Related Party Transactions are entered into on an arm s length basis and on normal commercial terms which are consistent with the Group s normal business practices and policies and are on terms not more favourable to the Related Parties than those extended to third parties and are not detrimental to the minority shareholders. They include inter-alia, the following:- (i) (ii) (iii) (iv) (v) (vi) (vii) The transaction prices are based on prevailing market rates/prices that are agreed upon under similar commercial terms for transactions with third parties, business practices and policies and on terms which are generally in line with industry norms; The Related Parties and interested Directors will be notified of the method and/or procedures of the BFood Group; Records of Recurrent Related Party Transactions will be retained and compiled by the Group accountant for submission to the auditors and the Audit and Risk Management Committee for review; Auditors shall review Recurrent Related Party Transactions as part of their audit programme and report findings to the Audit and Risk Management Committee; The Audit and Risk Management Committee is to provide a statement that it has reviewed the terms of the Recurrent Related Party Transactions to ensure that such transactions are undertaken based on terms not more favourable to the Related Parties than those generally available to the public, are not detrimental to the minority shareholders and are in the best interest of the BFood Group; Directors who have any interest in any Recurrent Related Party Transactions shall abstain from Board deliberations and voting and will ensure that they and any Person(s) Connected with them will also abstain from voting on the resolution at the EGM or AGM to be convened for the purpose; and Disclosures will be made in the annual report on the breakdown of the aggregate value of the Recurrent Related Party Transactions during the financial year, amongst others, based on the following information:- (a) (b) the type of the Recurrent Related Party Transactions made; and the names of the Related Parties involved in each type of the Recurrent Related Party Transactions made and their relationship with the BFood Group. At least 2 other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, wherever possible, to determine whether the price and terms offered to/by the Related Parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities. Where quotation or comparative pricing from unrelated third parties cannot be obtained, the transaction price will be determined by the BFood Group based on those offered by/to other unrelated parties for the same or substantially similar type of transaction to ensure that the Recurrent Related Party Transactions are not detrimental to the BFood Group. 14

22 Pursuant to Paragraph 10.09(1)(a) of the Listing Requirements, BFood must immediately announce a Recurrent Related Party Transaction where :- (i) (ii) the consideration, value of the assets, capital outlay or costs of the Recurrent Related Party Transaction is RM1 million or more; or the percentage ratio of such Recurrent Related Party Transaction is 1% or more, whichever is the higher. In addition, Paragraph 10.08(2) of the Listing Requirements states that where any one of the percentage ratios of a related party transaction is 5% or more, BFood must issue a circular to its shareholders, obtain specific shareholders approval of the transaction and appoint an independent adviser. Further, Paragraph 10.08(4) of the Listing Requirements states that where any one of the percentage ratios of a related party transaction is 25% or more, in addition to the foregoing, BFood must appoint a main adviser. The guidelines for the relevant approving authority practised by the BFood Group in relation to Recurrent Related Party Transactions are as follows:- (i) (ii) (iii) Transactions below RM1,000,000 each in value, will be reviewed and approved by the Chief Executive Officer or such other senior executive(s) (not being a person connected to the Related Party) designated by the Audit and Risk Management Committee from time to time for such purpose, and tabled for review by the Audit and Risk Management Committee on a half yearly basis. Transactions equal to or exceeding RM1,000,000 each in value will be reviewed and approved by the Audit and Risk Management Committee. The Chief Executive Officer or other senior executives(s) designated by the Audit and Risk Management Committee from time to time for such purpose, and the Audit and Risk Management Committee, may, as he/it deems fit, request for additional information pertaining to the transaction under review from independent sources or advisers, including the obtaining of valuations from independent professional valuers. 2.5 Statement by the Audit and Risk Management Committee The Audit and Risk Management Committee of BFood has seen and reviewed the procedures mentioned in Section 2.4 above and is of the opinion that the abovementioned procedures are sufficient to ensure that the Recurrent Related Party Transactions are carried out on terms not more favourable to the Related Parties than those generally available to the public and are not detrimental to the interests of the minority shareholders. The BFood Group has in place adequate procedures and processes to monitor, track and identify Recurrent Related Party Transactions in a timely and orderly manner. The Audit and Risk Management Committee conducts the review of these procedures and processes on a half yearly basis. 15

23 2.6 Existing Mandate On Recurrent Related Party Transactions Set out below is the BFood Group actual value transacted of each Recurrent Related Party Transactions, from the date on which the existing mandate was obtained on 17 September 2014 up to 14 August 2015, being the latest practicable date before the printing of this Circular, together with its estimated value as disclosed in the Circular to Shareholders dated 26 August 2014:- BFood Group with the following Related Parties Nature of transactions undertaken by BFood and/or its unlisted subsidiaries Actual value transacted from 17/9/14 to 14/8/15 (RM 000) Estimated value as disclosed in the Circular to Shareholders dated 26/8/14 (RM 000) BCorporation and its unlisted subsidiaries BCorporation Management fees charged to BFood for services rendered that include, inter-alia, the provision of finance, secretarial and general administrative services Berjaya Channel Sdn Bhd Berjaya Education Sdn Bhd Procurement of advertising services by the BFood Group. Receipt of education and staff training services by the BFood Group BBooks Rental of shoplot by BStarbucks at Lot G16, Ground Floor, The Walk, Jalan PJU 7/3, Mutiara Damansara, Petaling Jaya, Selangor Rental of shoplot by BStarbucks at Lot 1F-91 & 92, QueensBay Mall, 100 Persiaran Bayan Indah, Bayan Lepas, Penang BLoyalty Payment of loyalty reward charges by the BFood Group Procurement of reload card and other related services by BRoasters Payment of loyalty reward charges by BStarbucks Berjaya Registration Services Sdn Bhd Receipt of share registration services and other related services by BFood

24 BFood Group with the following Related Parties Nature of transactions undertaken by BFood and/or its unlisted subsidiaries Actual value transacted from 17/9/14 to 14/8/15 (RM 000) Estimated value as disclosed in the Circular to Shareholders dated 26/8/14 (RM 000) Kimia Suchi Marketing Sdn Bhd Purchase of cleaning chemical products by the BFood Group. PCL Receipt of leasing and hire purchase facilities by BRoasters. - 5,000 Roasters Asia Pacific (M) Sdn Bhd Payment of royalty fee by BRoasters in respect of ongoing training and support services provided Receipt of income by BRoasters pursuant to the rights awarded for granting of franchises to the independent franchisees Roasters Asia Pacific (Cayman) Limited Payment of royalty fee by PT Boga in respect of ongoing training and provision of support services Payment of franchise fee by PT Boga in respect of support services for the opening of new outlets Contribution of advertisement and promotion fund by PT Boga Payment of royalty fee by BRCL in respect of ongoing training and provision of support services Payment of franchise fee by BRCL in respect of support services for the opening of new outlets Contribution of advertisement and promotion fund by BRCL Securexpress Services Sdn Bhd Berjaya Higher Education Sdn Bhd Receipt of transportation services by BRoasters. Renting of training venue by BStarbucks Total 2,181 9,719 17

25 BFood Group with the following Related Parties Nature of transactions undertaken by BFood and/or its unlisted subsidiaries Actual value transacted from 17/9/14 to 14/8/15 (RM 000) Estimated value as disclosed in the Circular to Shareholders dated 26/8/14 (RM 000) BAssets and/or its unlisted subsidiaries BTS Car Park Payment of parking charges by BRoasters. Payment of parking charges by BStarbucks BTSSB Rental of shoplot by BRoasters at Lot 03-85, 3 rd Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur Rental of office by BRoasters at Lots to 09-13, 9 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur Rental of kiosk by BJM at Lot LG-18A-2, Lower Ground Floor, Berjaya Times Square, Jalan Imbi, Kuala Lumpur Rental of office by BStarbucks at Lot 10-02, Level 10, West Wing, Berjaya Times Square, No. 1, Jalan Imbi, Kuala Lumpur Rental of store room by BStarbucks at Lot 10-02c, Level 10, West Wing, Berjaya Times Square, No. 1, Jalan Imbi, Kuala Lumpur. 6 7 Rental of shoplot by BStarbucks at Lot No. G-09C and G-09D, Ground Floor, Berjaya Times Square, No.1, Jalan Imbi, Kuala Lumpur Rental of shoplot by BStarbucks at Lot No , 1st Avenue, 1st Floor, Berjaya Times Square, No.1, Jalan Imbi, Kuala Lumpur Total 1,141 1,517 18

26 BFood Group with the following Related Parties Nature of transactions undertaken by BFood and/or its unlisted subsidiaries Actual value transacted from 17/9/14 to 14/8/15 (RM 000) Estimated value as disclosed in the Circular to Shareholders dated 26/8/14 (RM 000) BLand and/or its unlisted subsidiaries Kota Raya Rental of signage by BRoasters Complex at Lots G05, G06 & G07 at Kota Management Sdn Raya Complex, Jalan Tun Tan Bhd Cheng Lock, Kuala Lumpur. 5 6 Cempaka Properties Sdn Bhd Rental of shoplot by BRoasters at Lot G-83 (Ground Floor), Berjaya Megamall, Jalan Tun Ismail, Kuantan Rental of shoplot by BRoasters at Lot G-29D, Ground Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan Rental of shoplot and outdoor seating by BStarbucks at Lot G- 15, Ground Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan Rental of store room by BStarbucks at Lot S2.B, 2 nd Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan. 3 3 Kota Raya Development Sdn Bhd Rental of kiosk by BStarbucks at Kiosk G1 Sidewalk Café Kota Raya Complex, Jalan Tun Tan Cheng Lock, Kuala Lumpur Nural Enterprise Rental of kiosk by BStarbucks at Kiosk 1, Ground Floor, Plaza Berjaya, No.12, Jalan Imbi, Kuala Lumpur Rental of office by BStarbucks at Lot , Podium Block, Plaza Berjaya, No.12, Jalan Imbi, Kuala Lumpur Berjaya Guard Services Sdn Bhd Receipt of security guard services by BStarbucks Total

27 BFood Group with the following Related Parties Nature of transactions undertaken by BFood and/or its unlisted subsidiaries Actual value transacted from 17/9/14 to 14/8/15 (RM 000) Estimated value as disclosed in the Circular to Shareholders dated 26/8/14 (RM 000) BMedia and/or its unlisted subsidiaries Sun Media Procurement of advertising and publishing services by the BFood Group. Procurement of advertising and publishing services by BStarbucks ,550 1,000 Total 456 2,550 BAuto and/or its unlisted subsidiaries BMTSB Purchase of Mazda vehicles, component parts and other related products and procurement of after-sales services by the BFood Group Purchase of Mazda vehicles, component parts and other related products and procurement of after sales services by BStarbucks Total 21 1,700 Other related parties BRadioShack Purchase of hardware and electronic equipments by BRoasters Tropicana City (1) Rental of shoplot by BRoasters at Lot G-15, Ground Floor, Tropicana City Mall, No. 3, Jalan SS20/27, Petaling Jaya, Selangor Rental of shoplot and outdoor seating by BStarbucks at Lot G- 01, Ground Floor, Tropicana City Mall, No. 3, Jalan SS20/27, Petaling Jaya, Selangor Qinetics Services Purchase of hardware, software and networking equipments by BRoasters

28 BFood Group with the following Related Parties Nature of transactions undertaken by BFood and/or its unlisted subsidiaries Actual value transacted from 17/9/14 to 14/8/15 (RM 000) Estimated value as disclosed in the Circular to Shareholders dated 26/8/14 (RM 000) MOL AccessPortal Receipt of advertisement fee by BStarbucks for advertisement placement in retail wifi landing page Total Grand Total 4,787 16,985 Notes:- (1) Tropicana City, a wholly-owned subsidiary of Bakai Rampai Sdn Bhd, which in turn is a wholly-owned subsidiary of Tropicana Corporation Berhad, had disposed of the entire Tropicana City Mall (inclusive of its office building) to Amtrustee Berhad on 10 July Hence the renting of shoplots by the BFood Group in Tropicana City Mall are no longer deemed Recurrent Related Party Transactions. 2.7 Amount Due And Owing By Related Parties Pursuant To Recurrent Related Party Transactions As at 30 April 2015, there was no amount due and owing to the BFood Group by its Related Parties pursuant to the Recurrent Related Party Transactions. 3.0 RATIONALE FOR, AND THE BENEFIT TO THE BFOOD GROUP FROM TRANSACTING WITH RELATED PARTIES 3.1 The Recurrent Related Party Transactions entered into/to be entered into by the BFood Group are all in the ordinary course of business and intended to meet the business needs of the Group at the best possible terms so as to achieve the synergistic benefits within the BFood Group. As such, it is anticipated that the Recurrent Related Party Transactions would occur on a frequent and recurrent basis. 3.2 The Proposed Mandate will eliminate the need to make announcements to the Exchange and/or to convene separate EGMs from time to time to seek shareholders prior approvals for the BFood Group to enter into such Recurrent Related Party Transactions. This will reduce substantial administrative time and expenses in convening such EGMs without compromising the corporate objectives of the Group or affecting the business opportunities available to the Group. 3.3 The Recurrent Related Party Transactions provide the BFood Group the support for its operational and business needs and further enhance its ability to explore beneficial business opportunities within the BFood Group and the Related Parties. 4.0 CONDITIONS FOR THE PROPOSED MANDATE 4.1 The Proposed Mandate is conditional upon the approval of the shareholders of the Company being obtained at the forthcoming AGM. The Proposed Mandate being procured from shareholders of BFood at the forthcoming AGM is subject to annual renewal. 21

29 5.0 FINANCIAL EFFECTS OF THE PROPOSED MANDATE 5.1 The Proposed Mandate does not have any effect on the issued and paid-up share capital of BFood and is not expected to have any material effect on the consolidated earnings and NA of BFood DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS 6.1 The direct and/or indirect shareholdings of the interested Director and interested Major Shareholders and/or Person Connected with them in BFood as at 14 August 2015 are as follow:- Direct Indirect No. of Shares % No. of Shares % Interested Director DSRT 2,089, Interested Major Shareholders TSVT 1,000, ,068,520 (i) BCorporation ,876,720 (ii) Person Connected with Major Shareholders DSRT 2,089, Notes: (i) (ii) Deemed interested by virtue of his interest in BCorporation and his deemed interest in Berjaya Retail Berhad. Deemed interested by virtue of its 100% interest in BGroup and its deemed interest in Berjaya Philippines Inc. 6.2 Based on details in Section 2.3, DSRT, being an interested Director, has abstained and will continue to abstain from all the Company s Board deliberations and voting in relation to the Proposed Mandate. DSRT will also abstain from voting in respect of his direct shareholdings in BFood on the ordinary resolution approving the Proposed Mandate at the forthcoming AGM. DSRT has undertaken to ensure that with him will also abstain from voting on the ordinary resolution, deliberating or approving the Proposed Mandate at the Company s forthcoming AGM. 6.3 DLKC, TTC and DZM are Directors of BFood and certain companies of which BCorporation is deemed to have an interest. DZM is also a Director of BCorporation. Although DLKC, TTC and DZM are not deemed to be interested in the Proposed Mandate pursuant to the Listing Requirements, they have however voluntarily abstained and will continue to abstain from all of the Company s Board deliberations and voting in relation to the Proposed Mandate. They will also abstain from voting in respect of their direct and/or indirect shareholdings in BFood on the ordinary resolution approving the Proposed Mandate at the Company s forthcoming AGM, where applicable. 6.4 TSVT and BCorporation, being the interested Major Shareholders, will abstain from voting in respect of their direct and/or indirect shareholdings on the ordinary resolution approving the Proposed Mandate at the Company s forthcoming AGM. They have respectively undertaken to ensure that with them will also abstain from voting on the ordinary resolution, deliberating or approving the Proposed Mandate at the Company s forthcoming AGM. 6.5 There are no other Major Shareholders in BFood other than TSVT and BCorporation. Hence, save as disclosed above, none of the other Directors of BFood and/or with them, has any interest, direct or indirect, in the Proposed Mandate. 22

30 7.0 DIRECTORS RECOMMENDATION 7.1 The Board of BFood (except for DSRT, DLKC, TTC and DZM), having considered all aspects of the Proposed Mandate, is of the opinion that it is in the best interest of the BFood Group and accordingly, the Board of BFood, with the exception of DSRT, DLKC, TTC and DZM who have abstained from making any recommendation on the Proposed Mandate, recommends that you vote in favour of the Proposed Mandate to be tabled at the Company s forthcoming AGM. 8.0 AGM 8.1 The AGM, Notice of which is enclosed in the Annual Report 2015, and an extract of the ordinary resolution on the Proposed Mandate is enclosed in this Circular, will be held at Perdana Ballroom, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, Kuala Lumpur on Monday, 5 October 2015 at a.m. for the purpose of considering and, if thought fit, passing the ordinary resolution to give effect to the Proposed Mandate. 8.2 If you are unable to attend and vote in person at the forthcoming AGM, you are requested to complete and return the enclosed Form of Proxy in the Annual Report 2015 in accordance with the instructions therein as soon as possible so as to arrive at the Registered Office of the Company at Level 13-01A, Level 13 (East Wing), Berjaya Times Square, No. 1 Jalan Imbi, Kuala Lumpur not less than forty eight (48) hours before the time set for the AGM. The completion and the return of the Form of Proxy will not preclude you from attending and voting in person at the forthcoming AGM should you subsequently wish to do so. 9.0 FURTHER INFORMATION 9.1 Shareholders are requested to refer to the attached Appendix I for further information. Yours faithfully For and on behalf of the Board of Directors of BERJAYA FOOD BERHAD Datuk Zainun Aishah Binti Ahmad Independent Non-Executive Director 23