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 adviser immediately. Bursa Malaysia Securities Berhad ( Bursa Securities ) 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. ALUMINIUM COMPANY OF MALAYSIA BERHAD (Company No. 3859-U) (Incorporated in Malaysia under the Companies Ordinances, 1940-1946) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED CAPITAL REPAYMENT OF UP TO APPROXIMATELY RM43.0 MILLION ON THE BASIS OF RM0.32 FOR EACH ORDINARY SHARE HELD IN ALUMINIUM COMPANY OF MALAYSIA BERHAD ( ALCOM ), VIA A REDUCTION OF THE SHARE CAPITAL OF ALCOM PURSUANT TO SECTION 116 OF THE COMPANIES ACT, 2016 AND NOTICE OF EXTRAORDINARY GENERAL MEETING Principal Adviser AmInvestment Bank Berhad (Company No. 23742-V) (A Participating Organisation of Bursa Malaysia Securities Berhad) The Notice of the Extraordinary General Meeting ( EGM ) of Alcom to be held at Ballroom 3, Main Wing, Tropicana Golf & Country Resort, Jalan Kelab Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Thursday, 22 June 2017 at 11.30 a.m. or immediately following the conclusion of its Fifty-Sixth Annual General Meeting which will be held at the same venue on the same day at 10.00 a.m., whichever is later, or at any adjournment thereof, together with the Form of Proxy are enclosed herewith. If you decide to appoint a proxy(ies) to attend and vote on your behalf at the EGM, the Form of Proxy should be completed and deposited at the office of the Company s Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan, Malaysia, at least forty-eight (48) hours before the time appointed for holding of the EGM or at any adjournment thereof. The lodging of the Form of Proxy shall not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. Last date and time for lodging the Form of Proxy : Tuesday, 20 June 2017 at 11.30 a.m. Date and time of the EGM : Thursday, 22 June 2017 at 11.30 a.m. or immediately following the conclusion of Alcom s Fifty-Sixth Annual General Meeting which will be held at the same venue on the same day at 10.00 a.m., whichever is later, or at any adjournment thereof This Circular is dated 31 May 2017
DEFINITIONS For the purpose of this Circular, except where the context otherwise requires, the following definitions shall apply:- Act : Companies Act, 2016 Alcom or Company : Aluminium Company of Malaysia Berhad (3859-U) Alcom Group : Collectively, Alcom and its subsidiary Alcom Share(s) or Share(s) : Ordinary share(s) in Alcom AmInvestment Bank : AmInvestment Bank Berhad (23742-V), being the Principal Adviser for the Proposed Capital Repayment Board : Board of Directors of Alcom Bursa Depository : Bursa Malaysia Depository Sdn Bhd (165570-W) Bursa Securities : Bursa Malaysia Securities Berhad (635998-W) CDS Account : Securities account maintained through the central depository system operated by Bursa Depository Circular : This circular to the shareholders of the Company dated 31 May 2017 in relation to the Proposed Capital Repayment EGM : Extraordinary General Meeting Entitled Shareholders : Shareholders of Alcom whose names appear on the Company s Record of Depositors as at the Entitlement Date. Entitlement Date : A date to be determined and announced later by the Board, on which the names of the Entitled Shareholders of Alcom must be entered into the Company s Record of Depositors as at the close of business in order to be entitled to the Proposed Capital Repayment EPS : Earnings per Alcom Share High Court : High Court of Malaya Listing Requirements : Main Market Listing Requirements of Bursa Securities LPD : 15 May 2017, being the latest practicable date prior to the printing of this Circular Maximum Scenario : Assuming all of the 2,079,000 treasury shares as at the LPD are sold in the market before the Entitlement Date. Minimum Scenario : Assuming none of the 2,079,000 treasury shares as at the LPD are sold in the market before the Entitlement Date. NA : Net assets i
DEFINITIONS (CONT D) Proposed Capital Repayment Proposed Special Dividend : Proposed capital repayment to the shareholders of Alcom via a cash distribution of up to RM42,985,871.36 on the basis of RM0.32 for each Alcom Share held as at the Entitlement Date via a reduction of the share capital of Alcom pursuant to Section 116 of the Act : Proposed final special single tier dividend of RM0.205 for each Alcom Share on 132,251,848 Alcom Shares in respect of the financial year ended 31 March 2017, subject to approval of the Company s shareholders at the forthcoming Fifty-Sixth Annual General Meeting to be held on 22 June 2017 Record of Depositors : A record of securities holders provided by Bursa Depository under the Rules of Bursa Depository RM and sen : Ringgit Malaysia and sen, respectively Rules of Bursa Depository : The rules of Bursa Depository as issued pursuant to the Securities Industry (Central Depositories) Act, 1991 Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the masculine gender shall, where applicable, include the feminine and/or neuter gender and vice versa. References to persons shall include corporations, unless otherwise specified. All references to you in this Circular are to the shareholders of Alcom. 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 stated. References to we, us, our and ourselves are to the Company, save where the context otherwise requires, include our subsidiary and references to you or your are to the shareholders of Alcom. Any discrepancy in the tables included in this Circular between the amount listed, actual figures and the totals thereof are due to rounding. [The rest of this page has been intentionally left blank] ii
TABLE OF CONTENTS LETTER TO THE SHAREHOLDERS OF ALCOM IN RELATION TO THE PROPOSED CAPITAL REPAYMENT CONTAINING:- PAGE 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSED CAPITAL REPAYMENT 2 3. RATIONALE 3 4. EFFECTS OF THE PROPOSED CAPITAL REPAYMENT 3 5. APPROVALS REQUIRED AND CONDITIONALITY 7 6. TENTATIVE TIMETABLE FOR IMPLEMENTATION 7 7. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM 8. DIRECTORS RECOMMENDATION 8 9. OUTSTANDING CORPORATE EXERCISE/SCHEME ANNOUNCED BUT PENDING COMPLETION 10. EGM 8 11. FURTHER INFORMATION 8 7 8 APPENDIX APPENDIX I FURTHER INFORMATION 9 NOTICE OF EGM Enclosed FORM OF PROXY Enclosed iii
ALUMINIUM COMPANY OF MALAYSIA BERHAD (Company No. 3859-U) (Incorporated in Malaysia under the Companies Ordinances, 1940-1946) Board of Directors:- Registered Office:- No. 3, Persiaran Waja Bukit Raja Industrial Estate 41050 Klang Selangor Darul Ehsan Malaysia 31 May 2017 Y.A.M. Tunku Tan Sri Imran ibni Almarhum Tuanku Ja afar (Independent Non-Executive Chairman) Heon Chee Shyong (Non-Independent Managing Director) Yeoh Jin Hoe (Non-Independent Executive Director) Marc Francis Yeoh Min Chang (Non-Independent Executive Director) Keith Christopher Yeoh Min Kit (Non-Independent Executive Director) Chee Khay Leong (Independent Non-Executive Director) Goh Teck Hong (Independent Non-Executive Director) Wong Choon Shein (Independent Non-Executive Director) To: The Shareholders of Alcom Dear Sir / Madam, PROPOSED CAPITAL REPAYMENT OF UP TO APPROXIMATELY RM43.0 MILLION ON THE BASIS OF RM0.32 FOR EACH ALCOM SHARE HELD, VIA A REDUCTION OF THE SHARE CAPITAL OF ALCOM PURSUANT TO SECTION 116 OF THE ACT 1. INTRODUCTION On 12 April 2017, AmInvestment Bank on behalf of the Board announced that Alcom proposed to undertake a proposed capital repayment to the shareholders of Alcom of up to RM42,985,871.36 on the basis of RM0.32 for each Alcom Share held, via a reduction of the share capital of Alcom pursuant to Section 116 of the Act. For information purposes, on 9 May 2017, the Board announced a proposed final special single tier dividend of RM0.205 for each Alcom Share on 132,251,848 Alcom Shares in respect of the financial year ended 31 March 2017, subject to approval of the Company s shareholders at the forthcoming Fifty-Sixth Annual General Meeting. For the avoidance of doubt, the Proposed Capital Repayment and Proposed Special Dividend are not conditional upon each other. 1
THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH DETAILS OF THE PROPOSED CAPITAL REPAYMENT AND TO SEEK YOUR APPROVAL FOR THE SPECIAL RESOLUTION PERTAINING TO THE PROPOSED CAPITAL REPAYMENT TO BE TABLED AT THE FORTHCOMING EGM. THE NOTICE OF THE FORTHCOMING EGM TOGETHER WITH THE FORM OF PROXY ARE ENCLOSED IN THIS CIRCULAR. YOU ARE ADVISED TO READ AND CAREFULLY CONSIDER THE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDIX CONTAINED HEREIN BEFORE VOTING BY WAY OF POLL ON THE SPECIAL RESOLUTION TO GIVE EFFECT TO THE PROPOSED CAPITAL REPAYMENT AT THE FORTHCOMING EGM. 2. DETAILS OF THE PROPOSED CAPITAL REPAYMENT The Proposed Capital Repayment involves a capital repayment pursuant to Section 116 of the Act to cancel the Company's share capital by up to RM42,985,871.36 whereby the Company s share capital shall reduce from RM142,443,933.00 to between RM99,458,061.64 (under the Maximum Scenario) and RM100,123,341.64 (under the Minimum Scenario), which will be distributed to the Entitled Shareholders by way of cash distribution of RM0.32 for each issued Share held on the Entitlement Date. The final total distribution amount under the Proposed Capital Repayment is dependent on the total number of issued Alcom Shares less treasury shares as at the Entitlement Date. For illustration purpose, based on 2,079,000 treasury shares held by Alcom as at the LPD, the total number of Alcom Shares that will be subject to the Proposed Capital Repayment and total distribution amount are as follows:- No. of Alcom Shares that will be subject to the Proposed Capital Repayment Total Distribution Amount (RM) Minimum Scenario 132,251,848 42,320,591.36 Maximum Scenario 134,330,848 42,985,871.36 Alcom intends to fund the Proposed Capital Repayment through external borrowings. The Proposed Capital Repayment is to be implemented via a reduction of the share capital of Alcom in accordance with Section 116 of the Act. The Proposed Capital Repayment will not result in:- (a) a cancellation of Alcom Shares; (b) a change in the number of Alcom Shares held by any shareholder of Alcom; and (c) a change in the proportion of Alcom Shares held by any shareholder of Alcom. Each shareholder will hold the same number of Alcom Shares before and immediately after the completion of the Proposed Capital Repayment. The effective date of the Proposed Capital Repayment will be the date on which the sealed copy of the order by the High Court confirming the Proposed Capital Repayment is lodged with the Registrar of Companies. 2
3. RATIONALE The Proposed Capital Repayment is intended to reward the shareholders of Alcom for their continuous support towards Alcom Group after taking into consideration the current financial standing (including its cash and cash equivalents reserves and zero gearing), future financial obligations and operational requirements of Alcom Group. The Proposed Capital Repayment also forms part of Alcom s capital management strategy which seeks to achieve a more efficient capital structure. The Board is of the view that the capital base of Alcom Group which is currently funded entirely by equity capital can be made more efficient by introducing debt funding to Alcom Group s capital structure to lower the cost of capital of Alcom Group. The funding of the Proposed Capital Repayment by external borrowing enables the Group to preserve its existing cash reserves which have been earmarked for day-to-day operations requirements and to provide flexibility for the Group to deploy its cash for capital expenditure and/or expansion in the immediate to medium term, if required. The cash reserves are also retained as a buffer against any unforeseen adverse events. The Board believes that the resulting composition of bank borrowings to total capital of approximately 40% and shareholders equity to total capital of approximately 60% after the Proposed Capital Repayment and Proposed Special Dividend, coupled with the pro forma net gearing ratio of approximately 0.1 times based on the audited consolidated statement of financial position of Alcom as at 31 March 2017 are reasonable. In addition to rewarding shareholders through the distribution of RM0.32 per Alcom Share, the Proposed Capital Repayment is expected to enhance return on equity of Alcom Group in the longer term without affecting the number and percentage of Alcom Shares held by its shareholders. 4. EFFECTS OF THE PROPOSED CAPITAL REPAYMENT For illustrative purposes, the pro forma effects of the Proposed Capital Repayment are set out based on the following scenarios:- Minimum Scenario Maximum Scenario Assuming none of the 2,079,000 treasury shares as at the LPD are sold in the market before the Entitlement Date. Assuming all of the 2,079,000 treasury shares as at the LPD are sold in the market before the Entitlement Date. [The rest of this page has been intentionally left blank] 3
4.1 Share Capital and Number of Shares The pro forma effects of the Proposed Capital Repayment on the share capital of Alcom and the number of Alcom Shares in issue are set out below:- Minimum Scenario Maximum Scenario No. of Shares Share Capital No. of Shares Share Capital 000 RM 000 000 RM 000 As at the LPD (1) 132,252 142,444 (1) 132,252 142,444 Assuming all the treasury shares are sold in the market before the Entitlement Date (for purpose of the Maximum Scenario) - - 2,079 - (1) 132,252 142,444 134,331 142,444 Reduction of share capital pursuant to the Proposed Capital Repayment Upon completion of the Proposed Capital Repayment - (42,321) - (42,986) (1) 132,252 100,123 134,331 99,458 Note:- (1) Number of Shares excludes treasury shares. 4.2 Substantial Shareholders Shareholdings The Proposed Capital Repayment will not have any effect on the substantial shareholders shareholdings in Alcom. 4.3 Earnings and EPS The additional interest expense incurred on borrowings required to fund the Proposed Capital Repayment is expected to reduce Alcom Group s earnings and EPS for the 9-month financial period ending 31 December 2017. Notwithstanding the above, the Proposed Capital Repayment is expected to have a positive impact on the Group s return on equity as a result of the reduced shareholders funds of the Group after the Proposed Capital Repayment. [The rest of this page has been intentionally left blank] 4
4.4 NA per Share and Gearing For illustrative purposes, the pro forma effects of the Proposed Special Dividend and Proposed Capital Repayment on the consolidated NA and gearing of Alcom based on the audited consolidated statement of financial position of Alcom as at 31 March 2017 and assuming the Proposed Special Dividend and Proposed Capital Repayment had been effected on that date, are set out below:- (a) Minimum Scenario Audited As at 31 March 2017 Pro Forma I After the Proposed Special Dividend Pro Forma II After Pro Forma I and the Proposed Capital Repayment RM 000 RM 000 RM 000 Share capital 142,444 142,444 100,123 Treasury shares (2,330) (2,330) (2,330) Retained earnings 36,137 9,026 (1) 8,026 Shareholders funds / NA 176,251 149,140 105,819 No. of Shares ( 000) (2) 132,252 132,252 132,252 NA per Share (RM) 1.33 1.13 0.80 Total borrowings (RM 000) - 27,112 70,000 Cash and cash equivalents 56,808 56,808 56,376 (RM 000) Gearing (times) - 0.18 0.66 Net gearing (times) (3) - - 0.13 Notes:- (1) After deducting estimated expenses for the Proposed Capital Repayment of RM1.0 million. (2) Number of Shares in issue excludes 2,079,000 treasury shares. (3) Net gearing refers to total borrowings net of cash and cash equivalents, divided by NA. [The rest of this page has been intentionally left blank] 5
(b) Maximum Scenario Audited As at 31 March 2017 Pro forma I After Proposed Special Dividend Pro Forma II After Pro forma I and assuming sale of 2,079,000 treasury shares (1) Pro forma III After Pro forma II and the Proposed Capital Repayment RM 000 RM 000 RM 000 RM 000 Share capital 142,444 142,444 142,444 99,458 Treasury shares (2,330) (2,330) - - Retained earnings 36,137 9,026 9,026 (2) 8,026 Shareholders funds / NA 176,251 149,140 151,470 107,484 No. of Shares in (3) 132,252 (3) 132,252 134,331 134,331 issue ( 000) NA per Share (RM) 1.33 1.13 1.13 0.80 Total borrowings - 27,112 27,112 70,000 (RM 000) Cash and cash 56,808 56,808 59,139 58,041 equivalents (RM 000) Gearing (times) - 0.18 0.18 0.65 Net gearing (times) (4) - - - 0.11 Notes:- (1) It is assumed that the treasury shares are sold in the open market at the same price as the average purchase price of the treasury shares of RM1.12 per Alcom Share. (2) After deducting estimated expenses for the Proposed Capital Repayment of RM1.0 million. (3) Number of Shares in issue excludes 2,079,000 treasury shares. (4) Net gearing refers to total borrowings net of cash and cash equivalents, divided by NA. The Board is of view that Proposed Capital Repayment will not be detrimental to shareholders of Alcom notwithstanding that gearing will increase to 0.66 times under the Minimum Scenario and 0.65 times under the Maximum Scenario after taking into consideration that after the completion of the Proposed Capital Repayment:- (i) (ii) the Group s financial position is expected to remain healthy, supported by the Group s cash and cash equivalents reserves and continued cash flow generated from its operations, which are expected to support, inter-alia, its operational needs, debt repayment obligations, as well as any expansion opportunities which may arise in the immediate to medium term; and the Group s net gearing of 0.13 times (Minimum Scenario) and 0.11 times (Maximum Scenario) is reasonable. 6
4.5 Adjustment to the market price of Alcom Shares There will be an adjustment to the market price of Alcom Shares listed and quoted on the Main Market of Bursa Securities pursuant to the Proposed Capital Repayment. For illustration purposes and based on the closing market price of Alcom Shares as at the LPD of RM1.40, the market price of Alcom Shares will be adjusted to RM1.195 pursuant to the Proposed Special Dividend, and further adjusted to RM0.875 pursuant to the Proposed Capital Repayment. 5. APPROVALS REQUIRED AND CONDITIONALITY The Proposed Capital Repayment is subject to the following approvals being obtained:- (i) (ii) (iii) approval of the shareholders of the Company at the forthcoming EGM; sanction of the High Court pursuant to Section 116 of the Act; and approval or consent of any other relevant regulatory authorities and/or parties, if applicable. The Proposed Capital Repayment is not conditional upon any other corporate exercise/scheme of Alcom. 6. TENTATIVE TIMETABLE FOR IMPLEMENTATION Barring any unforeseen circumstances, the Proposed Capital Repayment is expected to be completed by the end of the third (3 rd ) quarter of calendar year 2017. The key milestones and tentative timetable for the implementation of the Proposed Capital Repayment are set out below: Key Milestones EGM to obtain the approval of shareholders of Alcom for the Proposed Capital Repayment Timeline 22 June 2017 Application to the High Court for the Proposed Capital Repayment July 2017 Confirmation of the High Court for the Proposed Capital Repayment obtained August 2017 Entitlement Date September 2017 Completion of the Proposed Capital Repayment September 2017 7. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of the Directors and/or major shareholders of Alcom and/or persons connected with them has any interest, either direct or indirect, in the Proposed Capital Repayment beyond their respective entitlements under the Proposed Capital Repayment for which all shareholders of Alcom are similarly entitled to. 7
8. DIRECTORS RECOMMENDATION The Board, having considered, amongst others, the rationale and effects of the Proposed Capital Repayment as set out in Sections 3 and 4 of this Circular, is of the opinion that the Proposed Capital Repayment is in the best interest of Alcom. Accordingly, the Board recommends that you vote in favour of the special resolution to be tabled at the forthcoming EGM to give effect to the Proposed Capital Repayment. 9. OUTSTANDING CORPORATE EXERCISE/SCHEME ANNOUNCED BUT PENDING COMPLETION Save for the Proposed Capital Repayment, Alcom does not have any other outstanding corporate exercise/scheme which has been announced but pending completion as at the LPD. 10. EGM The EGM of the Company, the notice of which is enclosed in this Circular, will be held at Ballroom 3, Main Wing, Tropicana Golf & Country Resort, Jalan Kelab Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Thursday, 22 June 2017 at 11.30 a.m. or immediately following the conclusion of its Fifty-Sixth Annual General Meeting which will be held at the same venue on the same day at 10.00 a.m., whichever is later, or at any adjournment thereof, for the purpose of considering and, if thought fit, passing the special resolution by way of poll so as to give effect to the Proposed Capital Repayment. If you are unable to attend and vote in person at the EGM of the Company, please complete, sign and send the enclosed Form of Proxy in accordance with the instructions stated therein as soon as possible in any event so as to arrive at the office of the Company s Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan, Malaysia, at least forty-eight (48) hours before the date and time fixed for holding the EGM of the Company or at any adjournment thereof. The lodging of the Form of Proxy will not, however, preclude you from attending and voting at the EGM of the Company should you subsequently wish to do so. 11. FURTHER INFORMATION Please refer to the attached appendix for further information. Yours faithfully For and on behalf of the Board ALUMINIUM COMPANY OF MALAYSIA BERHAD Y.A.M. TUNKU TAN SRI IMRAN IBNI ALMARHUM TUANKU JA AFAR Independent Non-Executive Chairman 8
APPENDIX I : FURTHER INFORMATION 1. DIRECTORS RESPONSIBILITY STATEMENT The Directors of Alcom have seen and approved this Circular and they collectively and individually accept full responsibility for the accuracy of the information given 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. CONSENT AND CONFLICT OF INTEREST AmInvestment Bank has given and has not subsequently withdrawn its written consent to the inclusion of its name and all references thereto in the form and context in which it appears in this Circular. AmInvestment Bank, its subsidiary and associated companies, as well as its holding company, AMMB Holdings Berhad and the subsidiaries and associated companies of its holding company ( AmBank Group ) form a diversified financial group and are engaged in a wide range of investment and commercial banking, brokerage, securities trading, asset and funds management and credit transaction service businesses. The AmBank Group has engaged and/or may in the future, engage in transactions with and perform services for Alcom Group, in addition to the role involved in the Proposed Capital Repayment. In addition, in the ordinary course of business, any member of the AmBank Group may at any time offer or provide its services to or engage in any transactions (on its own account or otherwise) with Alcom Group, hold long or short term positions, and may trade or otherwise effect transactions for its own account or the account of its other customers in debt or equity securities of Alcom Group. This is a result of the businesses of the AmBank Group generally acting independently of each other and accordingly there may be situations where parts of the AmBank Group and/or its customers now have or in the future, may have interest or take actions that may conflict with the interests of Alcom Group. Alcom has obtained credit facilities from AmBank Group to finance, among others, the Proposed Capital Repayment. Notwithstanding, AmInvestment Bank is of the view the aforementioned extension of credit facilities does not result in conflict of interest situations as the credit facilities have been extended by the AmBank Group in the ordinary course of its banking business, terms and conditions of such facilities are offered on arm s length basis and represents only 0.08% over the total gross loans, advances and financing granted by the AmBank Group as at 31 December 2016 (being the latest unaudited quarterly results available prior to the printing of this Circular). Save as disclosed above, AmInvestment Bank confirms that as at the LPD, it is not aware of any other circumstance that exists or is likely to exist that gives rise to a possible conflict of interest situation in its capacity as the Principal Adviser for the Proposed Capital Repayment. 3. MATERIAL CONTRACTS Neither Alcom nor its subsidiary had entered into any material contracts, (not being contracts entered into in the ordinary course of business of Alcom Group), within the past two (2) years preceding the LPD. 4. MATERIAL LITIGATION, CLAIMS OR ARBITRATION As at the LPD, neither Alcom nor its subsidiary is engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, and the Board has no knowledge of any proceedings pending or threatened against Alcom Group or of any fact which is likely to give rise to any proceedings which may materially and adversely affect the financial position or business of Alcom Group. 9
APPENDIX I : FURTHER INFORMATION (CONT D) 5. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the registered office of the Company at No. 3, Persiaran Waja Bukit Raja Industrial Estate, 41050 Klang, Selangor Darul Ehsan, Malaysia during normal business hours from Mondays to Fridays (except for public holidays) from the date of this Circular up to and including the date of the forthcoming EGM:- (i) (ii) Memorandum and Articles of Association of the Company; Audited consolidated financial statements of Alcom Group for the past two (2) financial years ended 31 March 2016 and 31 March 2017 respectively; and (iii) Letter of consent as referred to in Section 2 of this Appendix I. [The rest of this page has been intentionally left blank] 10
ALUMINIUM COMPANY OF MALAYSIA BERHAD (Company No. 3859-U) (Incorporated in Malaysia under the Companies Ordinances, 1940-1946) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Aluminium Company of Malaysia Berhad ( Alcom or Company ) will be held at Ballroom 3, Main Wing, Tropicana Golf & Country Resort, Jalan Kelab Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Thursday, 22 June 2017 at 11.30 a.m. or immediately following the conclusion of its Fifty-Sixth Annual General Meeting which will be held at the same venue on the same day at 10.00 a.m., whichever is later, or at any adjournment thereof to consider and if thought fit, to pass with or without modification, the following special resolution by way of poll:- SPECIAL RESOLUTION PROPOSED CAPITAL REPAYMENT OF UP TO RM42,985,871.36 ON THE BASIS OF RM0.32 FOR EACH ORDINARY SHARE HELD IN ALCOM ( ALCOM SHARE ), VIA A REDUCTION OF THE SHARE CAPITAL OF ALCOM PURSUANT TO SECTION 116 OF THE COMPANIES ACT, 2016 ( PROPOSED CAPITAL REPAYMENT ) THAT subject to approval of all other relevant authorities/parties (if any) being obtained and the sanction of the High Court of Malaya ( High Court ) pursuant to Section 116 of the Companies Act, 2016, being obtained, approval be and is hereby given to the Company pursuant to Article 43 of Alcom s Articles of Association, to implement the Proposed Capital Repayment via a reduction of the share capital of Alcom by up to RM42,985,871.36 whereby the Company s share capital shall reduce from RM142,443,933 to between RM99,458,061.64 and RM100,123,341.64, and the credit arising therefrom will be distributed to the shareholders of the Company in accordance with the details set out in Section 2 of the Circular to shareholders dated 31 May 2017 ( Share Capital Reduction ), AND THAT following the Share Capital Reduction, approval be and is hereby given to the Company to make a cash distribution on the basis of RM0.32 for each Alcom Share to all entitled shareholders of the Company, whose names appear in the Record of Depositors of Alcom as at the close of business on an entitlement date to be determined and announced at a later date ( Entitlement Date ); AND THAT the Board of Directors of the Company ( Board ) be and is authorised with full powers to take all such steps as it may deem necessary to: (i) (ii) (iii) determine the Entitlement Date; assent to any terms, conditions, stipulations, modifications, variations and/or amendments imposed by the relevant authorities (if any) and/or by the High Court; lodge the sealed copy of the order of the High Court confirming the Proposed Capital Repayment with the Registrar of Companies on such date as the Board may determine; and
(iv) do all such acts, deeds, things and to execute, sign, deliver or cause to be delivered, for and on behalf of the Company, all such documents (including, without limitation, the affixing of the Company s Common Seal in accordance with the Articles of Association of the Company, where necessary) as it may consider necessary, expedient and/or appropriate, in the best interest of the Company in order to implement, finalise and give full effect to and complete the Proposed Capital Repayment with full powers to assent to any condition, variation, modification and/or amendment thereto in any manner as the Board may deem fit, necessary and/or expedient in the best interest of the Company or as may be required or imposed by any relevant authority. By Order of the Board ALUMINIUM COMPANY OF MALAYSIA BERHAD TAN BEE KENG (MAICSA 0856474) TEH YI TING (MAICSA 7068250) Company Secretaries Klang, Selangor Darul Ehsan 31 May 2017 Notes:- (A) GENERAL MEETING RECORD OF DEPOSITORS Only members whose name appears in the General Meeting Record of Depositors as at 15 June 2017 shall be entitled to attend this Extraordinary General Meeting ( EGM ) or appoint proxy(ies) to attend and vote in his stead. (B) PROXY (i) A member of the Company entitled to attend and vote at the EGM is entitled to appoint more than one (1) proxy to attend and vote in his stead. A proxy may but need not be a member of the Company. Where a member appoints more than one (1) proxy, he shall specify the proportion of his shareholding to be represented by each proxy, failing which, the appointment shall be invalid. (ii) Where a member is an authorised nominee, as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint more than one (1) proxy in respect of each securities account it holds which is credited with ordinary shares of the Company. (iii) (iv) (v) Where a member is an exempt authorised nominee ( EAN ) as defined under the Securities Industry (Central Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account ( omnibus account ), there is no limit to the number of proxies which the EAN may appoint in respect of each omnibus account it holds. The instrument appointing a proxy shall be in writing under the hand of the appointer or their attorney duly authorised in writing or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. Any alteration to the instrument appointing a proxy must be initialled. To be valid, the instrument appointing a proxy must be deposited at the office of the Company s Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan, Malaysia, at least forty-eight (48) hours before the time appointed for holding the EGM or any adjournment thereof. (C) (D) POLL VOTING Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Special Resolution set out in this Notice will be put to vote by way of poll. Independent Scrutineers will be appointed to validate the votes cast at the EGM or any adjournment thereof. PERSONAL DATA PRIVACY By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the forthcoming EGM and/or any adjournment thereof, a member of the Company: (i) consent to the collection, use and disclosure of the member s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the Purposes ); (ii) warrants that where the member discloses the personal data of the member s proxy(ies) and/or representative(s) to the Company (or its agents) the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes; and (iii) agrees that the member will indemnify the Company in respect of any penalties, claims, demands, losses and damages as a result of the member s breach of warranty.
ALUMINIUM COMPANY OF MALAYSIA BERHAD (3859-U) FORM OF PROXY CDS Account No. No. of Shares Held I/We (NRIC/Company No. ) (Full Name in Block Letters) of (Address) being a member/members of Aluminium Company of Malaysia Berhad, hereby appoint :- Full Name (in Block Letters) NRIC/Passport No. No. of Shares % of Shareholdings *and/or (*delete if not applicable) Full Name (in Block Letters) NRIC/Passport No. No. of Shares % of Shareholdings or failing him/her, THE CHAIRMAN OF THE MEETING as my/our proxy to vote on my/our behalf at the Extraordinary General Meeting of the Company to be held at Ballroom 3, Main Wing, Tropicana Golf & Country Resort, Jalan Kelab Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Thursday, 22 June 2017 at 11.30 a.m. or immediately following the conclusion of its Fifty-Sixth Annual General Meeting which will be held at the same venue on the same day at 10.00 a.m., whichever is later, or at any adjournment thereof. My/our proxy/proxies will vote on the resolution as indicated by an X in the spaces provided below. In the absence of specific direction as to voting, my/our proxy/proxies will vote or abstain from voting at his/their discretion. Resolution Special Resolution For Against 1 Proposed Capital Repayment Signature/Seal of Shareholder Date Notes:- (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) Only members whose name appears in the General Meeting Record of Depositors as at 15 June 2017 shall be entitled to attend this Extraordinary General Meeting ( EGM ) or appoint proxy(ies) to attend and vote in his stead. A member entitled to attend and vote at the EGM is entitled to appoint more than one (1) proxy to attend and vote in his stead. A proxy may but need not be a member of the Company. Where a member appoints more than one (1) proxy, he shall specify the proportion of his shareholding to be represented by each proxy, failing which, the appointment shall be invalid. Where a member is an authorised nominee, as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint more than one (1) proxy in respect of each securities account it holds which is credited with ordinary shares of the Company. Where a member is an exempt authorised nominee ( EAN ) as defined under the Securities Industry (Central Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account ( omnibus account ), there is no limit to the number of proxies which the EAN may appoint in respect of each omnibus account it holds. The instrument appointing a proxy shall be in writing under the hand of the appointer or their attorney duly authorised in writing or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. Any alteration to the instrument appointing a proxy must be initialed. To be valid, the instrument appointing a proxy must be deposited at the office of the Company s Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan, Malaysia, at least forty-eight (48) hours before the time appointed for holding the EGM or any adjournment thereof. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all the Special Resolution will be put to vote by way of poll. Independent Scrutineers will be appointed to validate the votes cast at the EGM or any adjournment thereof. By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the Personal Data Privacy terms set out in the Notice of the EGM dated 31 May 2017.
Fold this flap for sealing Then fold here AFFIX STAMP The Share Registrar TRICOR INVESTOR & ISSUING HOUSE SERVICES SDN. BHD. (Company No. 11324-H) Unit 32-01, Level 32, Tower A Vertical Business Suite Avenue 3, Bangsar South No. 8, Jalan Kerinchi 59200 Kuala Lumpur Wilayah Persekutuan Malaysia 1st fold here