THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER 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. ORIENTAL HOLDINGS BERHAD (Company No U) (Incorporated in Malaysia) INFORMATION ON FIFTY-FIRST ANNUAL GENERAL MEETING AND CIRCULAR TO STOCKHOLDERS In Relation To PROPOSED NEW AND RENEWAL OF STOCKHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE The above proposal will be tabled as Special Business at Oriental Holdings Berhad s 51 st Annual General Meeting. Notice convening the 51 st Annual General Meeting of the Company to be held at 2:30 p.m. on 12 June 2013 at Sri Mas Ballroom, Level 4, Bayview Hotel Georgetown Penang, 25A Farquhar Street, Penang is set out in this Circular. A Proxy Form is set out in the Annual Report of Oriental Holdings Berhad for the year ended 31 December You are urged to complete and deposit the Proxy Form at the Registered Office of the Company at Suite 2-1, 2 nd Floor, Menara Penang Garden, 42A Jalan Sultan Ahmad Shah, Penang not later than 48 hours before the time of the meeting. The lodging of the Proxy Form will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so. This Circular is dated 21 May 2013

2 INFORMATION ON FIFTY-FIRST ANNUAL GENERAL MEETING NOTICE OF FIFTY-FIRST GENERAL MEETING FORM OF PROXY ANNUAL REPORT 2012 REQUEST FORM

3 ORIENTAL HOLDINGS BERHAD (Company No U) Notice of Meeting NOTICE IS HEREBY GIVEN that the Fifty-First Annual General Meeting of stockholders of the Company will be held at Sri Mas Ballroom, Level 4, Bayview Hotel Georgetown Penang, 25A Farquhar Street, Penang on Wednesday, 12 June 2013 at 2.30 pm for the following purposes: 1. To receive the audited Financial Statements for the year ended 31 December 2012 together with the Directors Report and Auditors Report thereon. 2. To declare a Final Single Tier Dividend of 4% for the year ended 31 December Ordinary Resolution 1 Ordinary Resolution 2 3. (i) To re-elect the following Directors who retire in accordance with Section 129 of the Companies Act, 1965 : a) Dato Robert Wong Lum Kong, DSSA, JP b) Dato Dr Tan Chong Siang c) YM Tengku Tan Sri Dato Seri Ahmad Rithauddeen Bin Tengku Ismail d) Puan Sharifah Intan Binti S M Aidid Ordinary Resolution 3 Ordinary Resolution 4 Ordinary Resolution 5 Ordinary Resolution 6 (ii) To re-elect the following Directors who retire in accordance with Article 133 of the Company s Articles of Association : a) Ms Mary Geraldine Phipps b) Mr Satoshi Okada 4. To approve the Directors Fees of RM60,000 each for the year ended 31 December To re-appoint Messrs KPMG as Auditors of the Company and to authorise the Directors to fix their remuneration. Ordinary Resolution 7 Ordinary Resolution 8 Ordinary Resolution 9 Ordinary Resolution As Special Business, to consider and if thought fit, to pass with or without any modification, the following Ordinary Resolutions: (i) Proposed New and Renewal of Stockholders Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature THAT pursuant to Chapter of the Listing Requirements of Bursa Malaysia Securities Berhad, a general mandate of the Stockholders be and is hereby granted to the Company and/or its subsidiaries to enter into the recurrent arrangements or transactions of a revenue or trading nature, as set out in the Company s Circular to Stockholders dated 21 May 2013 ( the Circular ) with any person who is a related party as described in the Circular as follows, provided that such transactions are undertaken in the ordinary course of business, on an arm s length basis, and on normal commercial terms, or on terms not more favourable to the Related Party than those generally available to the public and are not, in the Company s opinion, detrimental to the minority stockholders; and that disclosure will be made in the annual report of the aggregate value of transactions conducted during the financial year; and that such approval, unless revoked or varied by the Company in general meeting, shall continue to be in force until the conclusion of the next Annual General Meeting of the Company:

4 a) Recurrent Related Party Transactions of a revenue or trading nature involving Boon Siew Sdn Bhd Group; b) Recurrent Related Party Transactions of a revenue or trading nature involving Dato' Syed Mohamad Bin Syed Murtaza and family; c) Recurrent Related Party Transactions of a revenue or trading nature involving Honda Motor Co. Ltd.; d) Recurrent Related Party Transactions of a revenue or trading nature involving Karli Boenjamin; e) Recurrent Related Party Transactions of a revenue or trading nature involving Ooi Soo Pheng; f) Recurrent Related Party Transactions of a revenue or trading nature involving Tan Liang Chye; g) Recurrent Related Party Transactions of a revenue or trading nature involving Datuk Loh Kian Chong Ordinary Resolution 11 Ordinary Resolution 12 Ordinary Resolution 13 Ordinary Resolution 14 Ordinary Resolution 15 Ordinary Resolution 16 Ordinary Resolution 17 (ii) Proposed Renewal of Stock Buy-Back Ordinary Resolution 18 THAT subject to compliance with Section 67A of the Companies Act, 1965 (as may be amended, modified or re-enacted from time to time) and any prevailing laws, rules, regulations, orders, guidelines and requirements issued by any relevant authorities, approval be and is hereby given to the Company to utilise up to RM291 million which represents the audited retained profits reserve of the Company as at 31 December 2012, otherwise available for dividend for the time being, to purchase on Bursa Malaysia Securities Berhad its own stocks up to 62,039,364 ordinary stocks of RM1.00 each representing 10% of the issued and paid up share capital of the Company of 620,393,638 ordinary stocks of RM1.00 each as at 25 April 2013 (including 31,808 Stocks retained as Treasury Stocks) AND THAT upon completion of the purchase(s) of the Stocks by the Company, the Stocks shall be dealt with in the following manner : i) to cancel the Stocks so purchased; or ii) to retain the Stocks so purchased as treasury stocks for distribution as dividends to the stockholders and/or resell on the market of Bursa Malaysia Securities Berhad; or iii) to retain part of the Stocks so purchased as treasury stocks and cancel the remainder. whereby an announcement regarding the intention of the Directors of the Company in relation to the proposed treatment of the stocks purchased and rationale thereof will be made to Bursa Malaysia Securities Berhad AND THAT such authority from the stockholders would be effective immediately upon passing of this Ordinary Resolution up till the conclusion of the next Annual General Meeting ( AGM ) of the Company or the expiry of the period within which the next AGM is required by law to be held (unless earlier revoked or varied by Ordinary Resolution in a general meeting of stockholders of the Company) but not so as to prejudice the completion of a purchase by the Company or any person before the aforesaid expiry date, in any event, in accordance with the provisions of the guidelines issued by Bursa Malaysia Securities Berhad or any other relevant authorities; AND THAT authority be and is hereby given to the Directors of the Company to take all such steps as are

5 necessary or expedient to implement or to effect the purchase of OHB Stocks. (iii) Retention as Independent Director Ordinary Resolution 19 THAT YM Tengku Tan Sri Dato Seri Ahmad Rithauddeen Bin Tengku Ismail be retained as Independent Director of the Company, in accordance with the Malaysian Code on Corporate Governance 2012 until the conclusion of the next Annual General Meeting. 7. To transact any other businesses of which due notice shall have been given in accordance with the Company s Articles of Association. By Order of the Board TAI YIT CHAN (MAICSA ) ONG TZE-EN (MAICSA ) Joint Company Secretaries Penang, 21 May Notes: 1. A member entitled to attend and vote at this meeting may appoint a proxy to attend and, on a poll, to vote on his behalf. A Member may appoint 2 proxies to attend on the same occasion. A proxy may but need not be a Member and the provisions of Section 149(1)(b) of the Act shall not, apply to the Company. If a Member appoints 2 proxies, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy. 2. Where a Member of the Company is an exempt authorised nominee which hold ordinary stocks in the Company for multiple beneficial owner in one (1) securities account ( omnibus account ), there shall be no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorized nominee defined under the Central Depositories Act which is exempted from compliance with the provisions of subsection 25A(1) of Central Depositories Act. 3. If the appointer is a corporation, the Proxy Form must be executed under the Common Seal of the Company or under the hand of its attorney duly authorised in writing. 4. For a proxy to be valid, the Form of Proxy duly completed must be deposited at the Registered Office of the Company, Suite 2-1, 2 nd Floor, Menara Penang Garden, 42A Jalan Sultan Ahmad Shah, Penang, Malaysia not less than forty-eight (48) hours before the time appointed for holding the meeting or at any adjournment thereof. 5. Should you desire your Proxy to vote on the Resolutions set out in the Notice of Meeting, please indicate with an X in the appropriate space. If no specific direction as to voting is given, the Proxy will vote or abstain at his discretion. 6. For purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. to make available to the Company pursuant to Article 80(3) of the Articles of Association of the Company and Paragraph 7.16(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, a Record of Depositors ( ROD ) as at 5 June 2013 and only a Depositor whose name appears on such ROD shall be entitled to attend this meeting or appoint proxy to attend and/or vote in his/her behalf. Explanatory Notes on Special Business: 1. Resolutions pursuant to Proposed New and Renewal of Stockholders Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature The Ordinary Resolutions 11 to 17, if passed will approve the stockholders mandate on Recurrent Related Party Transactions and allow the Company and/or its subsidiaries to enter into Recurrent Related Party Transactions in accordance with Chapter 10 of the Listing Requirements of Bursa Malaysia Securities Berhad. This approval shall continue to be in force until the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual General Meeting is required by the law to be held or revoked/varied by resolution passed by the stockholders in general meeting whichever is the earlier.

6 2. Resolution pursuant to Proposed Renewal of Stock Buy-Back The Ordinary Resolution 18, if passed will allow the Company to purchase its own stocks. The total number of stocks purchased shall not exceed 62,039,364 stocks representing 10% of the issued and paid up share capital of the Company. This authority will, unless revoked or varied by the Company in general meeting, expires at the next Annual General Meeting of the Company. 3. Resolution pursuant to Retention as Independent Director YM Tengku Tan Sri Dato Seri Ahmad Rithauddeen Bin Tengku Ismail was appointed as an Independent Director on 9 February He has served the Company for a cummulative term of more than 9 years as at the date of the notice of AGM. The Board of Directors has recommended him to continue to act as Independent Director of the Company based on the justifications as follows: YM Tengku Tan Sri Dato Seri Ahmad Rithauddeen Bin Tengku Ismail fulfils the criteria under the definition on Independent Director as stated in the Main Market Listing Requirements of Bursa and, therefore, is able to bring independent and objective judgment to the Board; his service in the public sector enables him to share his valuable experience, skills and expertise with the Board and Board Committees; he has been with the Company long and therefore understands the Company s business operations which enables him to contribute actively and effectively during deliberations or discussions at Board and Board Committees meetings; he has contributed sufficient time and efforts in attending the Board and Board Committee meetings; he has actively participated in Board deliberations, provided objectivity in decision making and an independent voice to the Board; and he has exercised due care during his tenure as Independent Non-Executive Director of the Company and carried out his professional duties in the best interest of the Company and shareholders. Statement of Accompanying Notice of Annual General Meeting (Pursuant to Paragraph 8.27(2) of the Listing Requirements) 1. No individual is seeking election as a Director at the forthcoming Fifty-First AGM of the Company. Dividend Announcement NOTICE IS HEREBY GIVEN that a depositor shall qualify for entitlement to the Final Single Tier Dividend only in respect of: a) Stocks transferred into the Depositor s Securities Account before 4.00 p.m. on 31 July 2013 in respect of ordinary transfers; and b) Stocks bought on Bursa Malaysia Securities Berhad on a cum dividend entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad. The Final Single Tier Dividend, if approved, will be paid on 30 August 2013 to depositors registered in the Records of Depositors at the close of business on 31 July 2013.

7 ORIENTAL HOLDINGS BERHAD (Company No U) PROXY FORM Number of Stocks CDS Account No. - - I/We, NRIC No. of being a stockholder/stockholders of Oriental Holdings Berhad hereby appoint of or failing him/her of or failing him/her, the CHAIRMAN OF THE MEETING as my/our proxy, to vote for me/us and on my/our behalf at the FIFTY-FIRST ANNUAL GENERAL MEETING of the Company to be held on Wednesday, 12 June 2013 at 2:30 p.m. at Sri Mas Ballroom, Level 4, Bayview Hotel Georgetown Penang, 25A Farquhar Street, Penang or at any adjournment thereof. My/our proxy is to vote on either on a show of hands or on a poll as indicated below with an X ORDINARY RESOLUTIONS FOR AGAINST 1. To receive the audited Financial Statements for the year ended 31 December To declare a Final Single Tier Dividend 3. To re-elect Dato Robert Wong Lum Kong, DSSA, JP 4. To re-elect Dato Dr Tan Chong Siang 5. To re-elect YM Tengku Tan Sri Dato Seri Ahmad Rithauddeen Bin Tengku Ismail 6. To re-elect Puan Sharifah Intan Binti S M Aidid 7. To re-elect Ms Mary Geraldine Phipps 8. To re-elect Mr Satoshi Okada 9. To approve the Directors Fees 10. To re-appoint Messrs KPMG To approve Recurrent Related Party Transactions with:- a) Boon Siew Sdn Bhd Group b) Dato Syed Mohamad Bin Syed Murtaza and family c) Honda Motor Co., Ltd. d) Karli Boenjamin e) Ooi Soo Pheng f) Tan Liang Chye g) Datuk Loh Kian Chong 18. To approve the Proposed Renewal of Stock Buy-Back 19. To approve the Retention as Independent Director Signed this day of Signature of Stockholder Notes : 1. A member entitled to attend and vote at this meeting may appoint a proxy to attend and, on a poll, to vote on his behalf. A Member may appoint 2 proxies to attend on the same occasion. A proxy may but need not be a Member and the provisions of Section 149(1)(b) of the Act shall not, apply to the Company. If a Member appoints 2 proxies, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy. 2. Where a Member of the Company is an exempt authorised nominee which hold ordinary stocks in the Company for multiple beneficial owner in one (1) securities account ( omnibus account ), there shall be no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorized nominee defined under the Central Depositories Act which is exempted from compliance with the provisions of subsection 25A(1) of Central Depositories Act. 3. If the appointer is a corporation, the Proxy Form must be executed under the Common Seal of the Company or under the hand of its attorney duly authorised in writing. 4. For a proxy to be valid, the Form of Proxy duly completed must be deposited at the Registered Office of the Company, Suite 2-1, 2 nd Floor, Menara Penang Garden, 42A Jalan Sultan Ahmad Shah, Penang, Malaysia not less than forty-eight (48) hours before the time appointed for holding the meeting or at any adjournment thereof. 5. Should you desire your Proxy to vote on the Resolutions set out in the Notice of Meeting, please indicate with an X in the appropriate space. If no specific direction as to voting is given, the Proxy will vote or abstain at his discretion. 6. For purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. to make available to the Company pursuant to Article 80(3) of the Articles of Association of the Company and Paragraph 7.16(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, a Record of Depositors ( ROD ) as at 5 June 2013 and only a Depositor whose name appears on such ROD shall be entitled to attend this meeting or appoint proxy to attend and/or vote in his/her behalf.

8 Fold Along this line..... AFFIX POSTAGE STAMP The Company Secretaries Oriental Holdings Berhad Suite 2-1, 2 nd Floor Menara Penang Garden 42A Jalan Sultan Ahmad Shah Penang Fold Along this line...

9 ANNUAL REPORT 2012 REQUEST FORM Share Registrar : AGRITEUM Share Registration Services Sdn Bhd 2 nd Floor, Wisma Penang Garden 42 Jalan Sultan Ahmad Shah Penang Tel : Fax : I/We, NRIC No. or Company No. CDS Account No. Shareholding Stocks of (Address) being a stockholder / stockholders of Oriental Holdings Berhad (the Company ) hereby request for a copy of the Company s Annual Report 2012 to be sent to the above address. Signature of Stockholder Signed this day of Notes : 1. Oriental Holdings Berhad shall forward a hard copy of the Annual Report 2012 to the stockholders within 4 market days from the date of receipt of the verbal/written request from the stockholders. 2. All correspondence and/or request shall be forward to : Share Registrar : AGRITEUM Share Registration Services Sdn Bhd 2 nd Floor, Wisma Penang Garden 42 Jalan Sultan Ahmad Shah Penang Tel : Fax : agriteum@streamyx.com

10 ... Fold Along this line..... AFFIX POSTAGE STAMP Share Registrar : AGRITEUM Share Registration Services Sdn Bhd 2 nd Floor, Wisma Penang Garden 42 Jalan Sultan Ahmad Shah Penang... Fold Along this line.....

11 CIRCULAR TO STOCKHOLDERS In Relation To PROPOSED NEW AND RENEWAL OF STOCKHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

12 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular: AAP : Armstrong Auto Parts Sdn. Bhd ACP : Armstrong Cycle Parts (Sdn.) Bhd. ACPV : Armstrong Component Parts (Vietnam) Co. Ltd. AGM : Annual General Meeting Articles : Articles of Association of the Company Bayview : Bayview International Sdn. Bhd. Bayview Hotel : Bayview Hotel Sdn. Bhd. BSB : Boon Siew (Borneo) Sdn. Bhd. BSH : Boon Siew Honda Sdn. Bhd. Bursa Securities : Bursa Malaysia Securities Berhad BSCB : Boon Siew Credit Berhad BSD : Boon Siew Development Sdn. Bhd. BSSB : Boon Siew Sdn. Bhd. BSSB Group : Boon Siew Sdn Bhd and its subsidiary/associated companies CMSA : Capital Markets and Services Act 2007 CD : Chainferry Development Sdn. Bhd. CV Belly : CV Belly Brothers Corporation Directors : Directors of OHB DF : Dragon Frontier Sdn. Bhd. EGM : Extraordinary General Meeting HM : Happy Motoring Co. Sdn. Bhd. Honda (M) : Honda Malaysia Sdn. Bhd. Honda Motor : Honda Motor Co. Ltd., Japan KM : Kah Motor Company Sdn. Bhd. KBA : Kah Bintang Auto Sdn. Bhd. KU : Konkrit Utara Sdn. Bhd. Listing Requirements : Listing Requirements of Bursa Securities MDEN : Motosikal Dan Enjin Nasional Sdn Bhd Nuwata : Nuwata Sdn. Bhd.

13 DEFINITIONS (con t) NMET : North Malaya Engineers Trading Company Sdn Bhd OHB or the Company : Oriental Holdings Berhad (5286-U) OHB Group or the Group : OHB and its subsidiary/associated companies OHB Stocks or Stocks : Stocks of RM1.00 each in the Company OAM : Oriental Asia (Mauritius) Pte. Ltd. OL : Onward Leasing & Credit Sdn. Bhd. OR : Oriental Realty Sdn. Bhd. ORPO : Oriental Rubber & Palm Oil Sdn. Bhd. Ordinary Resolution : The Ordinary Resolutions pertaining to the Proposal Person Connected : In relation to a director, major shareholder or in relation to a SPAC, a member of the management team, means such person who falls under any one of the following categories: (a) a family member of the director, major shareholder or management term member, which family means such person who falls within any one of the following categories :- (i) spouse (ii) parent (iii) child including an adopted child and step-child (iv) brother or sister; and (v) spouse of the person referred to in subparagraph (iii) and (iv) above (b) a trustee of a trust (other than a trustee for an employee share scheme or pension scheme) under which the director, major shareholder, management team member, or a family member of the director, major shareholder or management team member, is the sole beneficiary; (c) a partner in relation to a director, major shareholder, management team member, or a partner of a person connected with that director, major shareholder or management team member means such person who falls within any one of the following categories :- (i) a person with whom the director, major shareholder or person connected with the director or major shareholder, is in or proposes to enter into partnership with. Partnership for this purpose has the meaning given in section 3 of the Partnership Act 1961; and (ii) a person with whom the director, major shareholder or person connected with a director or major shareholder has entered or proposes to enter into a joint venture, whether incorporated or not. (d) a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the director, major shareholder or management team member;

14 DEFINITIONS (con t) (e) a person in accordance with whose directions, instructions or wishes the director, major shareholder or management term member is accustomed or is under an obligation, whether formal or informal, to act; (f) a body corporate or its directors which/who is/are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the director, major shareholder or management team member; (g) a body corporate or its directors whose directions, instructions or wishes the director, major shareholder or management team member is accustomed or under an obligation, whether formal or informal, to act; (h) a body corporate in which the director, major shareholder or management team member, persons connected with him are entitled to exercise, or control the exercise of, not less than 15% of the votes attached to voting shares in the body corporate; or (i) a body corporate which is a related corporation Proposal or Proposed Mandate : Proposed renewal of existing and new stockholders mandate in relation to recurrent related party transactions of a revenue or trading nature which are necessary for OHB Group s day to day operations PT GPL : PT Gunung Pelawan Lestari PT GSBL : PT Gunungsawit Binalestari PT GSSL : PT Gunung Sawit Selatan Lestari PT GML : PT Gunung Maras Lestari PT BSSP : PT Bumi Sawit Sukses Pratama PT DAPO : PT Dapo Agro Makmur PT MKCS : PT Multi Karya Cipta Selaras PT PPA : PT Pratama Palm Abadi PT THEP : PT Tata Hamparan Eka Persada Related Party : A director, major stockholder/shareholder or a person connected with such a director or a major stockholder/shareholder

15 DEFINITIONS (con t) Related Party Transaction : A transaction entered into by OHB or any of its subsidiaries which involves the interest, direct or indirect, of a Related Party Special Purpose Acquisition company or SPAC : Means a corporation which has no operations or income generating business at the point of initial public offering and has yet to complete a qualifying acquisition with the proceeds of such offering SU : Simen Utara Sdn. Bhd. TSB : Taman Sri Bunga Sdn. Bhd. TSS : Taman Sri Setia Sdn. Bhd. U Mix (Pg) : Unique Mix (Penang) Sdn. Bhd. U Mix : Unique Mix Sdn. Bhd. U Pave : Unique Pave Sdn. Bhd. Yuasa : Yuasa Battery (Malaysia) Sdn. Bhd.

16 CONTENTS LETTER TO THE STOCKHOLDERS CONTAINING: 1. INTRODUCTION 1 2. PROPOSED MANDATE 2.1 Details of the Proposed Mandate Classes of Related Parties Nature of Recurrent Related Party Transactions Amount Due and Owing under Recurrent Related Party Transactions Rationale of the Proposed Mandate Benefit of the Proposed Mandate Review Methods or Procedures for Recurrent Related Party Transactions Validity Period of the Proposed Shareholders Mandate Disclosure in Annual Report Statement by Audit Committee FINANCIAL EFFECTS OF THE PROPOSED MANDATE INTEREST OF DIRECTORS AND MAJOR STOCKHOLDERS CONDITION OF THE PROPOSED MANDATE DIRECTORS RECOMMENDATION ANNUAL GENERAL MEETING FURTHER INFORMATION 21 Page APPENDICES APPENDIX I - APPENDIX II - ACTIVITIES OF OHB GROUP & RELATED PARTIES FURTHER INFORMATION

17 ORIENTAL HOLDINGS BERHAD (Company No U) (Incorporated in Malaysia) Registered Office :- Suite 2-1, 2 nd Floor Menara Penang Garden 42A Jalan Sultan Ahmad Shah Penang Board of Directors :- 21 May 2013 Dato Seri Loh Cheng Yean Dato Robert Wong Lum Kong, DSSA, JP Dato Seri Lim Su Lim Chee Tong YM Tengku Tan Sri Dato Seri Ahmad Rithauddeen Bin Tengku Ismail Dato Dr. Tan Chong Siang Puan Sharifah Intan Binti S M Aidid Datuk Loh Kian Chong Ms Mary Geraldine Phipps Dato Ghazi Bin Ishak Mr Satoshi Okada Datin Loh Ean (Alternate Director) Ms Tan Kheng Hwee (Alternate Director) Dato Sri Tan Hui Jing (Alternate Director) To : The Stockholders of Oriental Holdings Berhad Dear Sir/Madam PROPOSED NEW AND RENEWAL OF STOCKHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1. INTRODUCTION At the AGM of the Company held on 28 June 2012, stockholders had approved a mandate for the Company/or its subsidiaries to enter into arrangements or recurrent transactions with related parties which are necessary for OHB Group s day to day operations, in the ordinary course of business, and on terms not more favourable to the related party than those generally available to the public. Accordingly, the Company had on 23 April 2013 announced that the Directors proposed to seek new authorisation from stockholders for a renewal of the Proposed Mandate. The purpose of this Circular is to provide you with the details pertaining to the Proposed Mandate and to seek your approval for the related resolutions which will be tabled at the forthcoming AGM. 2. PROPOSED MANDATE 2.1 Details of the Proposed Mandate Paragraph of Chapter 10 of the Bursa Malaysia Listing Requirements Pursuant to Paragraph of Chapter 10 of the Bursa Malaysia Listing Requirements, a listed issuer may seek a shareholders mandate in respect of Recurrent Related Party Transactions subject to the following: - 1

18 2.1 Details of the Proposed Mandate (con t) (i) (ii) (iii) (iv) (v) 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 shareholder mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholder mandate during the financial year where the aggregate value is equal to or more than the threshold prescribed under subparagraph 10.09(1); The contents of the circular to shareholders by the listed issuer for purposes of the shareholders mandate shall include information as set out in the Listing Requirements; The interested directors, interested major shareholders or interested persons connected with a director or major shareholder; and where it involves the interest of an interested person connected with a director or major shareholder, such director or major shareholder, must not vote on the resolution approving the transactions. An interested director or interested major shareholder must ensure that persons connected with him abstain from voting on the resolution approving the transactions; and The listed issuer is required to make an immediate announcement when the actual value of a Recurrent Related Party Transaction entered into by the listed issuer, 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 Definitions a) Related Party Transactions Related party transaction is defined in paragraph 10.02(k) of the Listing Requirements. It reads as follows: - Transaction entered into by the listed issuer or its subsidiaries which involves the interest, direct or indirect, of a related party. Transactions within the meaning of Related Party Transactions exclude transactions entered into between a listed issuer (or any of its wholly owned subsidiaries) and its wholly owned subsidiaries. b) Recurrent Related Party Transactions of a Revenue or Trading Nature Recurrent Related Party Transactions is defined in Practice Note No. 12. Recurrent related party transactions Recurrent Related Party Transactions means a related party transaction which is recurrent, of a revenue or trading nature and which is necessary for day-to-day operations of a listed issuer or its subsidiaries. Under Paragraph of Practice Note 12, the frequency or regularity of the transaction has to be considered. A transaction which has been made or will be made by the listed issuer or its subsidiaries at least once in 3 years in the course of its business will be considered recurrent. 2

19 2.1 Details of the Proposed Mandate (con t) Revenue nature necessary for day to day operations Under Paragraph of Practice Note 12, a related party transaction of a revenue nature which is necessary for day to day operations must either contribute directly or indirectly to the generation of revenue for the listed issuer or its subsidiaries. In the ordinary course of business Under Paragraph of Practice Note 12, a related party transaction is in the ordinary course of business, if it is a transaction which would reasonably be expected to be carried out by the listed issuer or its subsidiaries given the type of business the listed issuer or its subsidiaries are involved in. c) Related Parties Related parties are defined under Paragraph 1.01 of the Listing Requirements as follows:- A director Major shareholder; or Person connected with such director or major shareholder Director shall have the meaning given in Section 2(1) of the CMSA and 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 director of the listed issuer, its subsidiary or holding company; a chief executive of the listed issuer, its subsidiary or holding company; or in relation to a SPAC, a member of the SPAC s management team. Major shareholder means a person who has an interest or interests in one or more voting shares in a corporation and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is 10% or more of the aggregate of the nominal amounts of all the voting shares in the corporation or 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. For the purpose of this definition, interest in shares has the meaning given in Section 6A of the Companies Act, Major shareholder shall include 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 the listed issuer (or any other company which is its subsidiary or holding company). 2.2 Classes of Related Parties Recurrent Related Party Transactions ( RRPT ) in OHB can be categorized under seven groups of related party TABLE A Boon Siew Sdn Bhd ( BSSB ) Group and their interests The related party, BSSB Group is interested in the transactions where BSSB, a major stockholder of OHB and by virtue of the management control exercised collectively by Dato Seri Loh Cheng Yean, Dato Robert Wong Lum Kong, DSSA, JP, Dato Seri Lim Su Lim Chee Tong, Dato Dr Tan Chong Siang and Datuk Loh Kian Chong who are also Directors of OHB. Their shareholdings and persons connected s shareholdings in BSSB are as follows : 3

20 2.2 Classes of Related Parties (con t) Direct and Indirect Shareholdings as at 25 April 2013 Interested Party Directors Direct % Indirect % Dato Seri Loh Cheng Yean - - 6,600,000 (1) 11.0 Dato Robert Wong Lum Kong, DSSA, JP - - 6,600,000 (2) 11.0 Dato Seri Lim Su - - 6,600,000 (3) 11.0 Lim Chee Tong Dato Dr. Tan Chong Siang - - 6,600,000 (4) 11.0 Datin Loh Ean - - 6,600,000 (5) 11.0 Tan Kheng Hwee - - 6,600,000 (6) 11.0 Dato Lim Kean Seng - - 6,600,000 (7) 11.0 Lim Ee Ling - - 6,600,000 (8) 11.0 Lim Ee Hean - - 6,600,000 (9) 11.0 Tan Hui Ming - - 6,600,000 (10) 11.0 Dato Sri Tan Hui Jing - - 6,600,000 (11) 11.0 Datuk Loh Kian Chong ,786,740 (12) 38.0 Notes: (1) The indirect shareholdings are held via Loh Cheng Yean Holdings Sdn Bhd, a company owned by the family members of Dato Seri Loh Cheng Yean in which Dato Seri Loh Cheng Yean is also a director. She is also a director of BSSB, Bayview Hotel, Bayview, KM, ORPO and OAM. (2) The indirect shareholdings are held via Loh Ean Holdings Sdn Bhd, a company owned by the family members of Dato Robert Wong Lum Kong, DSSA, JP in which Dato Robert Wong Lum Kong, DSSA, JP is also a director. He is also a director of BSSB, Bayview, ORPO, DF, KBA, KM, NMET, OR, OAM, PT GSBL, PT GSSL, PT DAPO, PT PPA, PT GML and PT BSSP. (3) The indirect shareholdings are held via Loh Phoy Yen Holdings Sdn Bhd, a company owned by the family members of Dato Seri Lim Su Tong in which Dato Seri Lim Su Tong is also a director. He is also a director of BSSB, CD, KM, OAM, PT GML, PT GSBL, BSCB, PT GSSL, PT DAPO, PT PPA and PT BSSP. (4) The indirect shareholdings are held via Loh Gim Ean Holdings Sdn Bhd, a company owned by the family members of Dato Dr. Tan Chong Siang in which Dato Dr. Tan Chong Siang is also a director. He is also a director of Bayview Hotel and Bayview, KBA and OAM. (5) The indirect shareholdings are held by Datin Loh Ean, the spouse of Dato Robert Wong Lum Kong, DSSA,JP via Loh Ean Holdings Sdn. Bhd., a company owned by the family members in which she is also a director. She is a director of CD. She is also alternate director of BSSB, Bayview, ORPO, DF, KM, OR and NMET. (6) The indirect shareholdings are held by Ms Tan Kheng Hwee, the daughter of Dato Seri Loh Cheng Yean, via Loh Cheng Yean Holdings Sdn Bhd. She is deemed interested via her interests of 15% in Loh Cheng Yean Holdings Sdn Bhd. She is an alternate director in BSSB, KM and Bayview Hotel. She is the director of DF, BSD, OR, OL, BSCB and NMET. (7) The indirect shareholdings are held by Dato Lim Kean Seng, the son of Dato Seri Lim Su Tong, via Loh Phoy Yen Holdings Sdn Bhd. He is deemed interested via his interests of 50% in Loh Phoy Yen Holdings Sdn Bhd. He is an alternate director of TSS, BSSB and KM and a director of BSD, Bayview Hotel, Bayview, ORPO, KBA, DF, OL, OR, Nuwata, U Mix and TSB. (8) The indirect shareholdings are held by Ms Lim Ee Ling, the daughter of Dato Seri Lim Su Tong, via Loh Phoy Yen Holdings Sdn Bhd. She is deemed interested via her interests of 25% in Loh Phoy Yen Holdings Sdn Bhd. (9) The indirect shareholdings are held by Ms Lim Ee Hean, the daughter of Dato Seri Lim Su Tong, via Loh Phoy Yen Holdings Sdn Bhd. She is deemed interested via her interests of 25% in Loh Phoy Yen Holdings Sdn Bhd. She is the director of SU, U Mix (Pg), NMET and U Mix. She is an alternate director of BSCB and CD. (10) The indirect shareholdings is held by Mr Tan Hui Ming, the son of Dato Dr Tan Chong Siang, via Loh Gim Ean Holdings Sdn. Bhd. He is deemed interested via his interests of 15.9% in Loh Gim Ean Holdings Sdn. Bhd. He is a director of BSSB, BSD, ORPO, KM, OR, BSCB and NMET. He is an alternate director in Bayview Hotel and CD. (11) The indirect shareholdings is held by Dato Sri Tan Hui Jing, the son of Dato Dr Tan Chong Siang, via Loh Gim Ean Holdings Sdn. Bhd. He is deemed interested via his interest of 15.9% in Loh Gim Ean Holdings Sdn. Bhd. He is a director of CD and DF. He is an alternate director in BSSB and NMET. 4

21 2.2 Classes of Related Parties (con t) (12)The indirect shareholdings are held by Datuk Loh Kian Chong, the son of Mr Loh Kar Bee who is the brother of Dato Seri Loh Cheng Yean, via Boontong Estates Sdn Bhd, Bayview Hotel Sdn Bhd and Loh Kar Bee Holdings Sdn Bhd. He is deemed interested as he has indirect interests of 92.6%, 65.3% and direct interest of 61% in these companies respectively. He is a director of BSSB, BSD, Bayview Hotel, Bayview, DF, KBA, ORPO, OAM, OR, BSCB, Nuwata, NMET, PT GSSL, PT DAPO, PT PPA and PT BSSP. All the persons connected with these interested Directors and their relationships are disclosed in item 4 of this Circular TABLE B Dato Syed Mohamad Bin Syed Murtaza and family and their interests The related party, Dato Syed Mohamad Bin Syed Murtaza ( Dato Syed Mohamad ), the brother of Puan Sharifah Intan Binti S M Aidid, a director of OHB, is interested in the transactions by virtue of his shareholdings in the companies, as follows : Direct and Indirect Shareholdings (%) as at 25 April 2013 Interested Party AAP (1) ACP (2) ACPV (3) MDEN (4) Direct Indirect Direct Indirect Direct Indirect Direct Indirect Dato Syed Mohamad Notes: AAP (1) - Dato Syed Mohamad is the director of AAP; the indirect shareholdings of 1.38% are held by persons connected to him, namely Hanim Binti S M Aidid(0.3%), Sharifah Intan Binti S M Aidid(0.63%), Sharipah Barlian Binti S M Aidid(0.41%) and the daughter of Sharifah Intan Binti S M Aidid, Wan Latifah Binti Ramli(0.04%). ACP (2) - Dato Syed Mohamad is the director of ACP. ACPV (3) - Dato Syed Mohamad is the director of ACPV. MDEN (4) - Dato Syed Mohamad is the director of MDEN. Dato Syed Mohamad s direct and indirect interests are disclosed as above. His sister, Puan Sharifah Intan Binti S M Aidid, is a director of CD, OHB and BSH. Her shareholding in OHB is disclosed in item 4. She does not hold any other directorship in the Group TABLE C Honda Motor Co., Ltd. and its interests The related party, Honda Motor Co., Ltd.( Honda Motor ) is interested in the transactions by virtue of its direct shareholdings in the companies, as follows : Direct and indirect Shareholdings (%) as at 25 April 2013 Interested Party AAP ACP BSH Honda (M) ACPV Honda Motor Co. Ltd (100.0) Notes: There is no indirect shareholding held by Honda Motor except ACPV. Honda Motor has representation in each of the above companies except ACPV. Mr Masahito Eda and Mr Kazuhiko Mori are the representatives of AAP and they have no direct nor indirect interests in these companies. Mr Kazuyuki Inoue and Mr Koji Yamada are the representatives of ACP and they have no direct nor indirect interests in these companies. (Honda Motor s indirect interest is shown in bracket). 5

22 2.2 Classes of Related Parties (con t) TABLE D Karli Boenjamin and his interests The related party, Karli Boenjamin is interested in the transactions by virtue of his shareholdings in the companies, as follows : Direct and Indirect Shareholdings (%) as at 25 April 2013 Interested Party PT THEP PT MKCS PT GML PT GSBL PT BSSP PT GPL CV Belly Karli Boenjamin Notes: Mr Karli Boenjamin is a director of PT MKCS, PT GML, PT GSBL, PT BSSP and PT GPL. His direct interests are disclosed as above. CV Belly is partnership equally owned by Paul Sanjaya and Effendi Suryono, the persons connected to Mr Karli Boenjamin TABLE E Ooi Soo Pheng and his interests The related party, Mr Ooi Soo Pheng, is interested in the transactions by virtue of his shareholdings in the companies, as follows : Indirect Shareholdings (%) as at 25 April 2013 Interested Party U Pave U Mix (Pg) KU U Mix Ooi Soo Pheng Notes: Mr Ooi Soo Pheng is a director of U Pave, U Mix (Pg), KU and U Mix respectively. The indirect shareholdings of 9.0%, 93.0% and 100.0% are held via U Mix (Pg) respectively and 25.0% via Unique Rhythm Sdn Bhd, companies in which he has more than 15.0% interests respectively TABLE F Tan Liang Chye and his interests The related party, Mr Tan Liang Chye is interested in the transactions by virtue of his shareholdings in the companies, as follows : Indirect Shareholdings (%) as at 25 April 2013 Interested Party U Pave U Mix (Pg) U Mix KU Tan Liang Chye Notes: Mr Tan Liang Chye is a director of U Pave, U Mix (Pg) and U Mix. The indirect shareholdings of 24.0%, 100.0% and 93.0% are held via U Mix (Pg) and Island Court Sdn Bhd and 25.0% via Unique Rhythm Sdn Bhd, companies in which he has more than 15.0% interests respectively. 6

23 2.2 Classes of Related Parties (con t) TABLE G Datuk Loh Kian Chong and his interests The related party, Datuk Loh Kian Chong is interested in the transactions by virtue of his shareholdings in the following companies : Indirect Shareholdings (%) as at 25 April 2013 Interested Party TSB TSS Datuk Loh Kian Chong Notes: Datuk Loh Kian Chong is a director of TSB and TSS. The indirect shareholding of 100.0% is held via Penang Realty Sdn Bhd, a company which he has more than 15.0% interest via Loh Boon Siew Holdings Sdn Bhd. 2.3 Nature of Recurrent Related Party Transactions The recurrent Related Party Transactions which will be covered by the Proposed Mandate are the general transactions by the OHB Group relating to the provision of, or the obtaining from, the Related Parties, products and services in the normal course of the business of OHB Group. The principal activities of OHB Group are broadly categorised under the following business sectors :- Assembly and sale of motor vehicles, plastic products, moulds Hotels and Resorts Property development and oil palm plantation Investment holdings Others eg. trading agent, leasing, letting of properties, land reclamation, nursing college. It is envisaged that in the normal course of the Group s businesses, transactions of a revenue or trading nature between OHB s subsidiaries and the related parties are likely to occur, and which are necessary for its day to day operations. The principal activities of the subsidiaries and the Related Parties which are involved in the recurrent Related Party Transactions are listed in Appendix I. The Management is of the opinion that the performance of the property development sector should show an improvement and hence, has opted to estimate a higher value for transactions to cater for this potential growth. The Directors are seeking approval from Stockholders for the Proposed Mandate which will allow the OHB Group, in their normal course of business, to enter into the categories of recurrent Related Party Transactions as below with the Classes of Related Parties set out in 2.2 above provided such transactions, if any, are made at arms length, on the OHB Group s normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority stockholders Recurrent Related Party Transactions between OHB Group and BSSB Group which involve the interests of the Related Parties as disclosed under Table A of item 2.2 : 7

24 2.3 Nature of Recurrent Related Party Transactions (con t) Transactions with existing mandate Nature of transaction Seller/ Provider Buyer/ Recipient * Estimated aggregate value after AGM 2012 to AGM 2013 ** Estimated aggregate value after AGM 2013 to AGM 2014 Actual value + (a)^ Plastic parts for DF Yuasa 1,365,000 1,600, ,336 batteries (b)^ Provision of leasing OL U Mix(Pg), 1,000, , ,178 line and hire U Mix, purchase facilities on U Pave motor vehicle, machinery and office equipment (c)^ Building management OL BSSB 16,250 16,250 12,500 charges (d) Spare parts and raw BSSB KBA 1,000,000 1,000, ,822 material (e) New cars, spare KM BSSB 284, ,000 47,139 parts and car services BSCB (f)^ Transport charges & BSD OR 350,000 1,100,000 19,261 truck rental (g)^ Quarry products BSD U Mix (Pg) 800,000 2,000, ,965 (h)^ Office rental (1) BSSB SU, OL, 120, ,000 85,857 KBA (i)^ Store rental (2) BSD SU 39,000-6,000 (j)^ Land rental (3) BSD U Pave 68,500 68,500 47,358 (k) Plant rental (4) BSSB U Mix (Pg) 37,700 37,700 26,100 (l) Rental of premises (5) KM BSSB 78,000 78,000 54,000 (m) Office rental (6) BSSB ORPO, KM 384,288 1,000, ,542 (n) Office rental (7) BSSB OHB 39,000 40,000 22,885 (o) Office rental (8) BSSB NMET 30,000 52,500 15,876 (p) Office rental (9) CD U Mix (Pg) 32,500 35,000 22,500 (q)^ (r)^ Provision of sales, corporate advertising and marketing of hotel Management, technical and advisory services Bayview OAM Bayview Hotel PT GML, PT GSBL, PT BSSP, PT GSSL, PT Dapo, PT PPA 1,750,000 2,000,000 1,300,381 32,000,000 32,000,000 8,898,914 (s)^ Car services KBA BSSB, 50,000 85,000 17,261 BSCB (t)^ Red earth BSD U Mix (Pg) 1,000, ,000-8

25 2.3 Nature of Recurrent Related Party Transactions (con t) Transactions with existing mandate Nature of transaction Seller/ Provider Buyer/ Recipient * Estimated aggregate value after AGM 2012 to AGM 2013 ** Estimated aggregate value after AGM 2013 to AGM 2014 Actual value + (u)^ Building materials SU, U Mix BSD 1,000,000 4,000, ,112 (Pg) (v)^ Mixed concrete and U Mix (Pg) Nuwata 2,000,000 5,000,000 37,661 quarry product (w)^ Car services KM CD 10,000 50,000 1,933 (x)^ Building materials NMET CD 2,000,000 1,100, ,232 (y) Motorcycles parts KBA BSSB 40,000 50,000 - (z)^ Building materials SU CD, Nuwata 3,000,000 7,000, ,864 (aa)^ Mix concrete U Mix (Pg) CD 800, , ,692 (ab)^ Cement bricks U Pave Nuwata, CD 1,000,000 2,000,000 23,905 Notes: ^ BSSB is deemed interested in the above transactions as it holds more than 15% interests in Yuasa (20.9%), OL(96.3%), BSD(76.6%), Nuwata (100%), OAM(100%), PT GSBL(92.5%), PT GML(92.5%), Bayview Hotel(49.0%), CD(27.72%), BSCB (51%), PT BSSP(90%), PT GSSL(90%), PT Dapo(90%) and PT PPA(90%) (BSSB s direct and indirect interests are shown in brackets). (1) The office is located a) at Level 8, Wisma Boon Siew, No.1,Jalan Penang, Penang at a monthly rental of approximately RM3,773 for SU (2,515 sq. ft.); b) at Jalan Tuanku Abdul Rahman, Kuala Lumpur at a monthly rental of RM2,940 for OL (1,470 sq. ft.); c) The workshop is located at Jalan Sungai Pinang, Penang at a monthly rental of RM2,500 for KBA (9,519 sq. ft.). (2) The store is located at Batu 24, Jalan Dengkil, Bangi, Selangor at a monthly rental of RM3,000 (30,000 sq. ft.). (3) The land is located at H. S. (D) 2633, Lot 7592, Mukim 13, Daerah Timur Laut, Pulau Pinang at a monthly rental of RM5,262 (52,616 sq. ft.). (4) The plant is located at Lot 7595, Mukim 13, Daerah Timur Laut, Pulau Pinang at a monthly rental of RM 2,900 (28, sq. ft.). (5) The office/showroom/storage area for parts are located at a)lot 23, Jalan 223, Petaling Jaya at a monthly rental of RM6,000 (18,519 sq. ft.). (6) The office is located at Level 8, Wisma Boon Siew, Penang at a monthly rental of RM7,782 (4,578 sq. ft.) for ORPO; The showroom/office are located at Jalan Tuanku Abdul Rahman, Kuala Lumpur at a monthly rental of RM6,500(2,500 sq. ft.) and Farquhar Street, Penang at a monthly rental of RM10,000(4,500 sq. ft.) for KM; The showroom/workshop/stockyard is located at Jalan Sungai Pinang, Penang at a monthly rental of RM10,000 for KM (24,191 sq. ft.). (7) The office is located at Level 16, Wisma Boon Siew, No.1,Jalan Penang, Penang at a monthly rental of approximately RM2,543 (1, sq. ft.). (8) The office is located at Level 15, Unit 15(K) Wisma Boon Siew No.1,Jalan Penang,10000 Penang at a monthly rental of approximately RM1,836 (1,080 sq. ft.). (9) The office is located at 4047 & 4048 Jalan Permatang Pauh, Taman Bagan Lalang, Butterworth at a monthly rental of approximately RM2,500 (5,600 sq. ft for 2 lots). 9

26 2.3 Nature of Recurrent Related Party Transactions (con t) Transactions where new mandate is sought Nature of transaction Seller/ Provider Buyer/ Recipient ** Estimated aggregate value after AGM 2013 to AGM 2014 (a) Office rental (1) BSSB OR 30,000 (b)^ Building materials NMET BSD 110,000 Notes: (1) The office is located at 25-B Lebuh Farquhar, Penang at a monthly rental of RM1,500 (900sq ft)..^ BSSB is deemed interested in the above transaction as it holds more than 15% interests in BSD(76.6%) Recurrent Related Party Transactions which involve the interests of Related Party as disclosed under Table B of item 2.2 : Transaction with existing mandate (a) Nature of transaction Motorcycle spokes, nipples, control cables and motorcycle parts Seller/ Provider Buyer/ Recipient * Estimated aggregate value after AGM 2012 to AGM 2013 ** Estimated aggregate value after AGM 2013 to AGM 2014 Actual value + AAP MDEN 12,000,000 12,000,000 3,707, Recurrent Related Party Transactions within OHB Group which involve the interests of Related Parties as disclosed under Table B and Table C of item 2.2 : Transactions with existing mandate Nature of transaction Seller/ Provider Buyer/ Recipient * Estimated aggregate value after AGM 2012 to AGM 2013 ** Estimated aggregate value after AGM 2013 to AGM 2014 Actual value + (a) Factory rental (1) ACP AAP 260, , ,000 (b) Spoke semi product ACPV AAP 420, , ,660 Notes: (1) The factory is located at 1028 Prai Industrial Complex, Prai (Factory 4 & 5) & 2029, Tingkat Perusahaan 1, Prai Industrial Complex, Prai (Factory 6) at a monthly rental of RM20,000 (20,885 sq m). 10