THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS If CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If THIS you you CIRCULAR are in any doubt are in any doubt IS IMPORTANT as to the course as to the course AND of of REQUIRES action to be action to be YOUR taken, taken, IMMEDIATE you should consult you should consult ATTENTION. your stockbroker, bank manager, solicitor, accountant or other your stockbroker, bank manager, solicitor, accountant or other If you professional professional are in any doubt adviser adviser as to immediately. immediately. the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad ( Bursa Securities ) has not perused the contents of this Circular in relation to the Proposed Bursa Amendments Malaysia Securities Berhad ( Bursa Securities ) has not perused the contents of this Circular in relation to the Proposed Amendments Bursa Malaysia (as (as Securities defined herein) defined herein) Berhad as as such ( Bursa such contents contents Securities ) fall under fall under has the the not category category perused of of Exempt the Exempt contents Circulars Circulars of this pursuant pursuant Circular to Practice to Practice in relation Note Note to 18 18 the of of Proposed the Main Market the Main Market Amendments Listing Listing (as Requirements Requirements defined herein) of Bursa of Bursa as such Securities. Securities. contents fall under the category of Exempt Circulars pursuant to Practice Note 18 of the Main Market Listing Requirements of Bursa Securities. Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and Bursa expressly Securities disclaims takes any no liability responsibility whatsoever for the for contents any loss of howsoever this Circular, arising makes from no or representation in reliance upon as the to its whole accuracy or any or part completeness of the contents and expressly Bursa Securities of this Circular. disclaims takes any no liability responsibility whatsoever for the for any contents loss howsoever of this Circular, arising makes from no or representation in reliance upon as the to its whole accuracy or any or part completeness of the contents and of expressly this Circular. 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. S P SETIA BERHAD S (Company P SETIA No. BERHAD 19698-X) (Incorporated (Company No. in 19698-X) Malaysia) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS AND ISLAMIC REDEEMABLE CONVERTIBLE PREFERENCE SHARE ("RCPS-i A") CIRCULAR HOLDERS TO SHAREHOLDERS OF S P SETIA AND BERHAD ISLAMIC ("S REDEEMABLE P SETIA"), WHERE CONVERTIBLE APPLICABLE, PREFERENCE IN RELATION SHARE TO THE ("RCPS-i A") HOLDERS OF S P SETIA BERHAD ("S P SETIA"), WHERE APPLICABLE, IN RELATION TO THE PART A PART A PROPOSED BANGI LAND ACQUISITION PROPOSED BANGI LAND ACQUISITION PART B PART B INDEPENDENT ADVICE LETTER FROM AFFIN HWANG INVESTMENT BANK BERHAD TO THE NON-INTERESTED INDEPENDENT SHAREHOLDERS ADVICE LETTER OF S P FROM SETIA AFFIN RELATION HWANG INVESTMENT TO THE PROPOSED BANK BERHAD BANGI LAND TO THE ACQUISITION NON-INTERESTED SHAREHOLDERS OF S P SETIA IN RELATION TO THE PROPOSED BANGI LAND ACQUISITION PART C PART C (I) PROPOSED I&P ACQUISITION; (II) (I) PROPOSED RIGHTS I&P ACQUISITION; ISSUE OF SHARES; (III) (II) PROPOSED RIGHTS ISSUE OF RCPS-i SHARES; B; (IV) (III) PROPOSED RIGHTS PLACEMENT; ISSUE AND OF RCPS-i B; (V) (IV) PROPOSED PLACEMENT; AMENDMENTS AND (V) PROPOSED AMENDMENTS PART D PART D INDEPENDENT ADVICE LETTER FROM AFFIN HWANG INVESTMENT BANK BERHAD TO THE NON-INTERESTED SHAREHOLDERS INDEPENDENT ADVICE OF S P SETIA LETTER IN RELATION FROM AFFIN TO HWANG THE PROPOSED INVESTMENT I&P ACQUISITION, BANK BERHAD PROPOSED TO THE NON-INTERESTED RIGHTS ISSUE OF SHAREHOLDERS OF S P SETIA SHARES IN RELATION AND PROPOSED TO THE PROPOSED RIGHTS ISSUE I&P ACQUISITION, OF RCPS-i B PROPOSED RIGHTS ISSUE OF SHARES AND PROPOSED RIGHTS ISSUE OF RCPS-i B AND AND AND NOTICES NOTICES OF OF EXTRAORDINARY EXTRAORDINARY GENERAL GENERAL MEETINGS MEETINGS NOTICES OF EXTRAORDINARY GENERAL MEETINGS Principal Adviser Independent Adviser Principal Adviser Independent Adviser AFFIN HWANG INVESTMENT BANK BERHAD ( 14389-U) (A Participating Organisation of Bursa Malaysia Securities Berhad) AFFIN HWANG INVESTMENT BANK BERHAD ( 14389-U) (A Participating Organisation of Bursa Malaysia Securities Berhad) The notices convening the extraordinary general meetings ( EGM ) for the shareholders and RCPS-i A holders of S P Setia, to be held at the The venue The notices indicated convening below the on the Thursday, extraordinary 16 November general meetings 2017 at the ( EGM ) indicated for for the the time shareholders for each EGM, and and together RCPS-i A with A holders the Proxy of of S S P Forms, P Setia, are to to be enclosed be held held at in at the this the Circular. venue indicated below on on Thursday, 16 16 November 2017at at the the indicated time time for for each EGM, together with with the the Proxy Forms, are are enclosed in in this this Circular. As a shareholder or RCPS-i A holder who is entitled to attend and vote at the EGM, you are entitled to appoint not more than 2 proxies to attend As and As a a vote shareholder on your or behalf. or RCPS-i The A A relevant holder who who Proxy is is entitled Forms to must to attend be and deposited and vote vote at at the the S P EGM, Setia's you you registered are are entitled office to to at appoint Plaza not not 138, more Suite than than 18.03, 2 2 proxies 18 th to Floor, to attend 138 and Jalan and vote vote Ampang, on on your your 50450 behalf. Kuala The The Lumpur relevant not Proxy less Forms than 48 must hours be be deposited before the at at S time S P P set Setia's for holding registered the office EGM. at at The Plaza lodging 138, 138, Suite of the 18.03, Proxy 18 18 th Form Floor, will 138 138 not preclude Jalan Ampang, you from 50450 attending Kuala and Lumpur voting not not less in less person than than 48 at 48 the hours meetings before should the the time time you set set subsequently for for holdingthe wish the EGM. to do The The so. lodging of of the the Proxy Formwill will not not preclude Last date you you from and from time attending for lodging and and voting the in in : person Tuesday, at at the the 14 meetings November should 2017 you you at subsequently 9.30 a.m. (for wish wish shareholders to to do do so. so. of S P Setia) Last Proxy Last date date Forms and and time time for for lodging the the : : Tuesday, 14 14 November 2017at at 9.30 11.00 9.30 a.m. a.m. a.m. (for (for (for shareholders the RCPS-i of A of S holders S P P Setia) of S P Setia) Proxy Forms Date and time of EGM for the : Tuesday, 14 14 November 2017at at 11.00 a.m. a.m. (for (for the the RCPS-i A A holdersof of S S P P Setia) Thursday, 16 November 2017 at 9.30 a.m. shareholders Date and and time time of S of P of Setia EGM for for the the : : Thursday, 16 16 November 2017at at 9.30 9.30 a.m. a.m. Date shareholders and time of of S of S P EGM P Setia for the RCPS-i : Thursday, 16 November 2017 at 11.00 a.m. or following the conclusion or adjournment (as A Date holders and and time time of S of P of Setia EGM for for the the RCPS-i : : the Thursday, case may 16 16 be) November of the EGM 2017at for at the 11.00 shareholders a.m. a.m. or or following of S P the Setia the conclusion or or adjournment (as (as A A holdersof of S S P P Setia Venue of the EGM : the the casemay be) be) of of the the EGM for for the the shareholdersof of S S P P Setia Function Room 1, Setia City Convention Centre, No.1, Jalan Setia Dagang AG U13/AG, Venue of of the the EGM : : Setia Function Alam, Room Seksyen 1, 1, Setia U13, City City 40170 Convention Shah Alam, Centre, Selangor No.1, Darul Jalan Ehsan Setia Dagang AG AG U13/AG, Setia Alam, Seksyen U13, 40170 Shah Alam, Selangor Darul Ehsan This Circular is dated 25 October 2017 This Circular is dated 25 October 2017 This Circular is dated 25 October 2017