A-RANK BERHAD (Company No: X) (Incorporated in Malaysia under the Companies Act, 1965)

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately. 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. A-RANK BERHAD (Company No: X) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED NEW SHAREHOLDERS MANDATE FOR THE COMPANY AND/OR ITS SUBSIDIARIES TO ENTER INTO RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE The resolution in respect of the above proposal will be tabled at the Extraordinary General Meeting ( EGM ) of A-Rank Berhad to be held at Ujong Pandang Room, Staffield Country Resort, Batu 13, Jalan Seremban- Kuala Lumpur (Country Road), Mantin, Negeri Sembilan Darul Khusus on Thursday, 7 April 2016 at a.m. The Notice of EGM together with the Proxy Form is enclosed in this Circular. The Proxy Form should be lodged at the registered office of the Company at Chamber E, Lian Seng Courts, No. 275, Jalan Haruan 1, Oakland Industrial Park, Seremban, Negeri Sembilan Darul Khusus not less than forty-eight (48) hours before the time appointed for holding the meeting. This Circular is dated 23 March 2016

2 DEFINITIONS Unless otherwise indicated, the following definitions apply throughout this Circular:- Act : The Companies Act, 1965 AGM : Annual General Meeting A-Rank or the Company A-Rank Group or the Group : A-Rank Berhad : A-Rank and its subsidiaries, collectively Board : Board of Directors of A-Rank Bursa Securities : Bursa Malaysia Securities Berhad CMSA : The Capital Markets and Services Act, 2007 Datuk Leow : Datuk Leow Chong Howa Director : A director as defined in Section 2(1) of the CMSA 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 or a chief executive of A- Rank, its subsidiary or holding company EGM : Extraordinary General Meeting FSHM : Formosa Shyen Horng Metal Sdn Bhd, a wholly-owned subsidiary of A-Rank HLGM : HongLee Group (M) Sdn Bhd, a 55% owned subsidiary of A-Rank LBA : LB Aluminium Berhad LBAS : LB Aluminium (Sarawak) Sdn Bhd, a wholly-owned subsidiary of LBA Listing Requirements : Main Market Listing Requirements of Bursa Securities LPD : 29 February 2016, being the latest practicable date prior to the issuance of this Circular Major Shareholder : A person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, a person who has an interest or interests in one or more voting shares in A-Rank, its subsidiary company or holding company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares is:- (a) 10% or more of the aggregate of the nominal amounts of all the voting shares in the corporation; or (b) 5% or more of the aggregate of the nominal amounts of all the voting shares in the corporation where such person is the largest shareholder of the corporation NA : Net assets Proposed RRPT Mandate Recurrent Transactions or RRPT : Proposed new shareholders mandate for the A-Rank Group to enter into Recurrent Transactions : Transactions of a revenue or trading nature entered into by the A-Rank Group which are recurrent, involve the interest, direct or indirect, of a Related Party(ies) and which are necessary for its day-to-day operations Related Parties : Directors, Major Shareholders or persons connected with such Directors or Major Shareholders i

3 DEFINITIONS (Cont d) RM and sen : Ringgit Malaysia and sen, the legal currency in Malaysia Share(s) : Ordinary share(s) of RM0.50 each in A-Rank Shareholders : Shareholders of A-Rank ii

4 TABLE OF CONTENTS LETTER TO THE SHAREHOLDERS OF A-RANK CONTAINING: PAGE 1. INTRODUCTION 1 2. PROPOSED RRPT MANDATE 2 3. RATIONALE FOR THE PROPOSED RRPT MANDATE 5 4. CONDITIONS OF THE PROPOSED RRPT MANDATE 6 5. FINANCIAL EFFECTS OF THE PROPOSED RRPT MANDATE 6 6. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS 6 7. DIRECTORS RECOMMENDATION 7 8. EGM 7 9. FURTHER INFORMATION 7 APPENDIX I FURTHER INFORMATION 8 NOTICE OF EGM ENCLOSED PROXY FORM ENCLOSED iii

5 A-RANK BERHAD (Company No: X) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office: Chamber E, Lian Seng Courts No.275, Jalan Haruan 1 Oakland Industrial Park Seremban Negeri Sembilan Darul Khusus 23 March 2016 Board of Directors: Dato Shahrir Bin Abdul Jalil (Independent Non-Executive Director - Chairman) Tan Wan Lay (Managing Director) Tuan Haji Ahmed Azhar Bin Abdullah (Senior Independent Non-Executive Director) Dr Leong Chik Weng (Independent Non-Executive Director) Wong Tze Kai (Independent Non-Executive Director) Gan Choon Sun (Executive Director) To the Shareholders of A-Rank, Dear Sir/ Madam, PROPOSED NEW SHAREHOLDERS MANDATE FOR THE COMPANY AND/OR ITS SUBSIDIARIES TO ENTER INTO RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1. INTRODUCTION On 8 March 2016, the Company announced its intention to seek its Shareholders approval for the Proposed RRPT Mandate. The purpose of this Circular is to set out the relevant details of the Proposed RRPT Mandate and to seek your approval for the resolution to be tabled at the forthcoming EGM. 1

6 2. PROPOSED RRPT MANDATE Pursuant to Paragraph 10.09, Chapter 10 of the Listing Requirements, a listed company may seek shareholders mandate in respect of related party transactions which involve Recurrent Transactions subject to the following:- (a) 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; (b) 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 in Paragraph (1) of the Listing Requirements; (c) the circular to shareholders for the shareholders mandate includes the information as may be prescribed by Bursa Securities; (d) in a meeting to obtain shareholders mandate, the relevant related party must comply with the requirements set out in Paragraph 10.08(7) of the Listing Requirements; and (e) the listed company immediately announces to Bursa Securities when the actual value of a Recurrent Transaction entered into by the listed issuer, exceeds the estimated value of the Recurrent Transaction disclosed in this Circular by 10% or more with the information as may be prescribed by Bursa Securities. The Board herein seeks the approval of the Shareholders for the Proposed RRPT Mandate. The Recurrent Transactions are entered into in the ordinary course of business between the Group and companies/parties in which certain Directors, Major Shareholders and/or persons connected to them have an interest in. 2.1 Nature of the Recurrent Transactions contemplated under the Proposed RRPT Mandate and Related Parties The principal activity of A-Rank is investment holding. The particulars of its subsidiaries and their principal activities as at LPD are as follows:- Subsidiaries % effective equity interest Principal activities FSHM 100 Manufacturing and marketing of aluminium billets HLGM 55 Manufacturing and marketing of all types of aluminium and glass fittings and other related activities HongLee Design & Marketing Sdn Bhd 55 Dormant It is anticipated that the A-Rank Group would, in the ordinary course of business, enter into transactions with various Related Parties. 2

7 2.2 Classes of Related Parties and Nature of Transactions The Proposed RRPT Mandate will apply to the Recurrent Transactions by the A-Rank Group with the following classes of Related Parties, details of which are as follows:- Company/ Subsidiaries involved Transacting Parties Categories of Recurrent Transactions Estimated Value α RM 000 Interested Directors / Major Shareholders and persons connected to them FSHM LBA Sales and tolling services of aluminium billets from FSHM to LBA FSHM LBAS Sales and tolling services of aluminium billets from FSHM to LBAS HLGM LBA Purchases of aluminium extrusions profile by HLGM from LBA HLGM LBA Sales of accessories (including brackets, plastic door panels, gaskets and others) from HLGB to LBA 105,000 8,500 3, Datuk Leow, a Major Shareholder of A-Rank since 16 February 2016 (1), is a Director and Major Shareholder of LBA. City Data Limited, a Major Shareholder of A-Rank is connected to Datuk Leow. Notes:- α It should be noted that the values are estimated, excluding goods and services tax, may vary and are subject to changes. The validity period of the mandate is based on the timeframe from the forthcoming EGM to the next AGM. (1) Deemed interested by virtue of his direct and indirect shareholdings (via his spouse, City Data Limited and LBA) in A-Rank pursuant to Section 6A of the Act. 2.3 Procedures engaged to determine transaction prices The transaction prices, terms and conditions of the transactions are determined by market forces, under similar commercial terms for transactions with third parties which depend on the demand and supply of the products in the market and with no special treatment accorded to the Related Parties. Transactions entered into will be at prevailing market prices and/or taking into consideration the prevailing market conditions as well as inter-alia, pricing, quality of the products and/or services and the timing to delivery. The A-Rank Group has implemented procedures to ensure proper identification and reporting of Recurrent Transactions, and to ensure that the Recurrent Transactions are conducted on arms-length basis, on prices and terms not more favourable to the Related Parties than those generally available to the public and not to the detriment of the minority shareholders of the Group. The procedures are as follows:- (a) A list of Related Parties has been circulated to the directors and management of the Company and its subsidiaries to notify that all Recurrent Transactions are required to be undertaken at arm s length and on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public. The interested Directors and Major Shareholders are required to declare and disclose to the Board in a timely manner on transactions in which they are deemed interested; (b) Records pertaining to the RRPT will be analysed and monitored by the management. The status of these RRPT will be reported by management to the Audit Committee on a quarterly basis; (c) The management will ensure that transactions are made based on terms that are not more favourable to the Related Parties than those generally available to the public by considering the prevailing market prices, commercial terms of transactions with third 3

8 parties, business practices, policies and terms which are generally acceptable in the industry norms, quality, quantity, delivery time and track record of past performance; (d) The Directors having interest in any RRPT shall abstain from the Board deliberations and shall ensure that the Major Shareholders and persons connected with them abstain from voting on the resolution approving the transactions; (e) (f) At least two 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 related third parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities; In the event that quotation or comparative pricing from unrelated third parties cannot be obtained, the transaction price will be determined by the authorised Directors and senior management who have no interest in the relevant RRPT based on the usual commercial terms, business practices and policies or otherwise in accordance with other applicable industry norms/considerations to ensure that the RRPT is not detrimental to the Group; (g) The annual internal audit plan shall incorporate a review of all RRPT on an annual basis to ensure that all relevant approvals have been obtained and the review procedures in respect of such transactions are adhered to. Any divergence will be reported to the Audit Committee; (h) The Audit Committee will review all RRPT to ensure that relevant approvals have been obtained and the review procedures in respect of RRPT are adhered to. There are no thresholds for approval of RRPT as all the transactions approved pursuant to shareholders mandate obtained in the general meeting for RRPT are monitored, reviewed and approved by authorised Directors and senior management who have no interest in the relevant RRPT; (i) (j) The Audit Committee will report its findings to the Board for further action if during the quarterly review, the Audit Committee is of the view that the guidelines and procedures are not sufficient to ensure that the RRPT are carried on normal commercial terms and/or the RRPT are deemed detrimental to the minority shareholders of the Company; The Audit Committee/Board shall continue to review the procedures based on the internal audit report taking into consideration the effectiveness and sufficiency of the procedures; and (k) Disclosure shall be made in the annual report of the aggregate value of RRPT conducted pursuant to the shareholders mandate during the financial year. 2.4 Statement by the Audit Committee The Audit Committee of the Company has seen and reviewed the procedures mentioned in Section 2.3 above and is of the view that:- (a) the terms of the procedures established are sufficient to ensure that the Recurrent Transactions are:- (i) on terms not more favourable to the Related Parties than those generally available to the public, and (ii) are not to the detriment of the minority shareholders, and (b) the Group has in place adequate procedures and processes to monitor, track and identify Recurrent Transactions in a timely and orderly manner, and such procedures and processes are reviewed on a quarterly basis or whenever the need arises. 4

9 2.5 Validity Tenure of Proposed RRPT Mandate The Proposed RRPT Mandate, if approved by the shareholders of A-Rank at the forthcoming EGM, will take effect from the date of the passing of the resolution proposed at the EGM and is subject to annual renewal. In this respect, the mandate arising therefrom will continue to be in force until:- (a) (b) (c) the conclusion of the next AGM of the Company following the EGM at which such mandate was passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; the expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of Act); or revoked or varied by resolution passed by the shareholders of the Company in general meeting, whichever is the earlier. 2.6 Disclosure in Annual Report Disclosures will be made in the annual report of the Company of the breakdown of the aggregate value of transactions conducted pursuant to the shareholders mandate during the financial year and in the Annual Report for the subsequent financial year during which the shareholders mandate remain in force containing the following information:- (a) (b) the type of Recurrent Transactions made; and the names of the Related Parties involved in each type of the Recurrent Transactions made and their relationship with the listed issuer. 3. RATIONALE FOR THE PROPOSED RRPT MANDATE The Recurrent Transactions entered or to be entered into by the A-Rank Group with the Related Parties are in the ordinary course of business on normal commercial terms for the Group s day-to-day operations. These are recurring transactions of a revenue or trading nature which are likely to occur with some degree of frequency and arise at any time and from time to time. The above Recurrent Transactions are either recurring transactions of a revenue or trading nature which will generate income and profitability to the Group and the Related Parties or the receipt of support services which are necessary to facilitate the functions of the Company. Hence, they are of benefit to the A-Rank Group. The Recurrent Transactions are intended to meet the business needs of the Group at the best possible terms. By transacting with the Related Parties, the Group would have an advantage of familiarity with the background and management of the Related Parties, the Group and the Related Parties have close co-operation and a good understanding of each other s business needs thus providing a platform where all parties can enjoy synergistic benefits from conducting the Recurrent Transactions. By obtaining the shareholders approval for the Proposed RRPT Mandate on an annual basis, the A-Rank Group can pursue business opportunities which are time-sensitive in nature, and will eliminate the need for the Company to make announcements and/or convene separate general meetings from time to time to seek shareholders approval, as and when potential Recurrent Transactions arise, thereby reducing the administrative time, effort and expenses associated with the convening of such meetings. This will allow the human resources and time to be channeled towards attaining the corporate objectives of the A-Rank Group. 5

10 The Proposed RRPT Mandate are sought to obtain shareholders approval for the mandate to be valid from the forthcoming EGM to the next AGM of the Company. Thereafter, approval from shareholders for a renewal of shareholders mandate for the Proposed RRPT Mandate will be sought at each subsequent AGM of A-Rank, if required. 4. CONDITIONS OF THE PROPOSED RRPT MANDATE The Proposed RRPT Mandate is conditional upon the approval being obtained from the shareholders of the Company at the forthcoming EGM. The Proposed RRPT Mandate is not conditional upon any other proposal. 5. FINANCIAL EFFECTS OF THE PROPOSED RRPT MANDATE The Proposed RRPT Mandate will not have any effect on the share capital or the shareholdings of A-Rank. The Proposed RRPT Mandate will also not have any material effect on the NA, earnings, gearing and dividend policy of the A-Rank Group save for cost efficiencies arising from the general mandate received. 6. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS The direct and indirect interests of the Directors and/or Major Shareholders who are interested in the Proposed RRPT Mandate in the Company as at LPD are as follows:- Interested Major Shareholders of A-Rank Direct Interest Indirect Interest No. of Shares % No. of Shares % Datuk Leow 22, ,313,491* City Data Limited 31,790, Interested Person Connected to the Major Shareholders of A-Rank LBA 1,500, Lim Siew Fah 22, Note:- * Deemed interested by virtue of his indirect shareholdings (via his spouse, City Data Limited and LBA) in A-Rank pursuant to Section 6A of the Act. Datuk Leow and City Data Limited, Major Shareholders of A-Rank are deemed interested in the Proposed RRPT Mandate by virtue of their interests and/or relationships with the Related Parties as disclosed in Section 2.2 above. In this respect, they will abstain from voting in respect of their direct and indirect shareholdings in the Company on the resolution pertaining to the Proposed RRPT Mandate to be tabled at the forthcoming EGM. In addition, the aforesaid interested Major Shareholders have undertaken to ensure that the persons connected to them will abstain from voting in respect of their direct and indirect shareholdings on the resolution pertaining to the Proposed RRPT Mandate at the forthcoming EGM, if any. Save as disclosed above, none of the other Directors, Major Shareholders and/or persons connected with them as defined in the Listing Requirements has any interest, direct or indirect, in the Proposed RRPT Mandate. 6

11 7. DIRECTORS RECOMMENDATION The Board having taken into consideration all aspects (including the rationale and financial effects) of the Proposed RRPT Mandate, is of the opinion that the Proposed RRPT Mandate is in the best interest of the Company and its shareholders. Accordingly, the Board recommends that you vote in favour of the resolution pertaining to the Proposed RRPT Mandate to be tabled at the forthcoming EGM. 8. EGM The EGM of the Company will be held at Ujong Pandang Room, Staffield Country Resort, Batu 13, Jalan Seremban-Kuala Lumpur (Country Road), Mantin, Negeri Sembilan Darul Khusus on Thursday, 7 April 2016 at a.m. for the purpose of considering and if thought fit, inter-alia, to pass the resolution pertaining to the Proposed RRPT Mandate. The Notice of EGM together with the Proxy Form is enclosed in in this Circular. If you are unable to attend and vote at the EGM, you are requested to complete, sign and return the enclosed Proxy Form in accordance with the instructions contained therein so as to arrive at the Registered Office of the Company as soon as possible and in any event not later than forty-eight (48) hours before the time fixed for the EGM, or any adjournment thereof. The lodging of the Proxy Form will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. 9. FURTHER INFORMATION Shareholders are requested to refer to the Appendices for further information. Yours faithfully, for and on behalf of the Board of Directors of A-RANK BERHAD DATO SHAHRIR BIN ABDUL JALIL Independent Non-Executive Chairman 7

12 APPENDIX I APPENDIX I - FURTHER INFORMATION 1. RESPONSIBILITY STATEMENT The Directors of A-Rank have seen and approved the contents of this Circular and they collectively and individually accept full responsibility for the accuracy of the information given herein and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. 2. MATERIAL LITIGATION, CLAIMS OR ARBITRATION A-Rank and its subsidiary companies are not engaged in any material litigation, claims or arbitration either as plaintiff or defendant, or any material claims against the Company or its subsidiary companies, or material arbitration proceedings, which have a material effect on the business or financial position of the Company or its subsidiary companies and the Board does not know of any proceedings pending or threatened or of any facts likely to give rise to any proceedings which might materially affect the business or financial position of the Company or its subsidiary companies. 3. MATERIAL CONTRACTS A-Rank and its subsidiary companies have not entered into any material contracts (not being contracted entered into in the ordinary course of business) within the two (2) years preceding the date of this Circular. 4. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection by members of the Company at the registered office of the Company at Chamber E, Lian Seng Courts, No. 275, Jalan Haruan 1, Oakland Industrial Park, Seremban, Negeri Sembilan Darul Khusus during business hours from Mondays to Fridays (except Public Holidays) from the date of this Circular up to and including the date of the EGM:- (i) (ii) the Memorandum and Articles of Association of A-Rank; the audited consolidated financial statements of A-Rank for the past two (2) financial years ended 31 July 2014 and 31 July 2015; and (iii) the unaudited results of A-Rank for the quarter ended 31 October

13 ORDINARY RESOLUTION PROPOSED NEW SHAREHOLDERS MANDATE FOR THE COMPANY AND/OR ITS SUBSIDIARIES TO ENTER INTO RECURRENT RELATED PARTY TRANSACTIONS ( RRPT ) OF A REVENUE OR TRADING NATURE ( THE MANDATE ) THAT subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Mandate be and is hereby given to the Company and/or its subsidiaries to enter into new recurrent related party transactions of a revenue or trading nature from time to time with the Related Parties as specified in Section 2.2 of the Circular to Shareholders dated 23 March 2016, provided that such transactions are in the ordinary course of business, on normal commercial terms and on terms which are not more favourable to the related parties than those generally available to the public and the RRPT are not to the detriment of the minority shareholders of the Company; AND THAT such authority shall commence upon the passing of the resolution and to be in force until:- (i) the conclusion of the next Annual General Meeting ( AGM ) of the Company following the EGM at which such mandate was passed, at which time it will lapse, unless the authority is renewed by a resolution passed at the meeting; (ii) the expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Companies Act, 1965 ( Act ) but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act; or (iii) revoked or varied by resolution passed by the shareholders in a general meeting; whichever is the earlier. THAT the Directors of the Company be 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 the Mandate contemplated and/or authorised by the ordinary resolution. By Order of The Board A-RANK BERHAD A-RANK BERHAD (Company No: X) (Incorporated in Malaysia under the Companies Act, 1965) NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting ( EGM ) of A-Rank Berhad ( A- Rank or the Company ) will be held at Ujong Pandang Room, Staffield Country Resort, Batu 13, Jalan Seremban-Kuala Lumpur (Country Road), Mantin, Negeri Sembilan Darul Khusus on Thursday, 7 April 2016 at a.m. for the purpose of considering and, if thought fit, passing the following resolution with or without modifications:- NG BEE LIAN (MAICSA ) WONG WAI FOONG (MAICSA ) Company Secretaries Seremban 23 March 2016 Notes:- 1. A member of the Company who is entitled to attend and vote at the meeting is entitled to appoint one (1) or more proxies to attend and vote in his stead. Where a member appoints two (2) or more proxies, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy. A proxy needs not be a member of the Company. The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under its common seal or under the hands of a duly authorised officer or attorney. 2. All proxy forms must be deposited at the Company s Registered Office at Chamber E, Lian Seng Courts, No. 275, Jalan Haruan 1, Oakland Industrial Park, Seremban, Negeri Sembilan Darul Khusus not less than 48 hours before the time appointed for holding the Extraordinary General Meeting or at any adjournment thereof. 3. Where a member is an authorised nominee, as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each securities account it holds which is credited with ordinary shares of the Company. 4. Only members whose name appears in the Record of Depositors as at 31 March 2016 (at least 3 market days before the Extraordinary General Meeting date) will be entitled to attend and vote at the said meeting or appoint a proxy(ies) to attend and vote on such member s behalf. 5. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ( omnibus account ), there is no limit to the number of proxies which the exempt authorised nominees may appoint in respect of each omnibus account it holds.

14 PROXY FORM A-RANK BERHAD (Company No: X) I/We NRIC No. of being a member(s) of A-Rank Berhad, hereby appoint of or failing him/her of or failing him/her the Chairman of the Meeting as my/our proxy to attend and vote on my/our behalf at the Extraordinary General Meeting of the Company to be held at Ujong Pandang Room, Staffield Country Resort, Batu 13, Jalan Seremban-Kuala Lumpur (Country Road), Mantin, Negeri Sembilan Darul Khusus on Thursday, 7 April 2016 at a.m. and at any adjournment thereof:- ORDINARY RESOLUTION FOR AGAINST Proposed New Shareholders Mandate for the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature (Please indicate with an X in the spaces provided above, how you wish your vote to be cast. If no specific direction as to voting is given, the proxy will vote or abstain from voting at his discretion.) As witness my hand this day of Number of Ordinary Shares held For appointment of two (2) proxies, please state number of shares and percentage of shareholding to be represented by each proxy No. of shares Percentage Proxy 1 % Proxy 2 % Total 100 % Signature/Common Seal Notes:- 1. A member of the Company who is entitled to attend and vote at the meeting is entitled to appoint one (1) or more proxies to attend and vote in his stead. Where a member appoints two (2) or more proxies, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy. A proxy needs not be a member of the Company. The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under its common seal or under the hands of a duly authorised officer or attorney. 2. All proxy forms must be deposited at the Company s Registered Office at Chamber E, Lian Seng Courts, No. 275, Jalan Haruan 1, Oakland Industrial Park, Seremban, Negeri Sembilan Darul Khusus not less than 48 hours before the time appointed for holding the Extraordinary General Meeting or at any adjournment thereof. 3. Where a member is an authorised nominee, as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each securities account it holds which is credited with ordinary shares of the Company. 4. Only members whose name appears in the Record of Depositors as at 31 March 2016 (at least 3 market days before the Extraordinary General Meeting date) will be entitled to attend and vote at the said meeting or appoint a proxy(ies) to attend and vote on such member s behalf. 5. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ( omnibus account ), there is no limit to the number of proxies which the exempt authorised nominees may appoint in respect of each omnibus account it holds.

15 Fold this flap for sealing Then fold here AFFIX STAMP Registered Office A-Rank Berhad Chamber E, Lian Seng Courts No. 275, Jalan Haruan 1 Oakland Industrial Park Seremban Negeri Sembilan Darul Khusus 1st fold here