POS MALAYSIA BERHAD (Company No M) (Incorporated in Malaysia)

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in 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 ) has perused the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate (as defined herein) on a limited review basis pursuant to the relevant provisions of Practice Note 18 of the Bursa Securities Main Market Listing Requirements. 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. Shareholders of Pos Malaysia Berhad should rely on their own evaluation to assess the merits and risks of the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate. POS MALAYSIA BERHAD (Company No M) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS in relation to PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR MANDATED RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE PROPOSED NEW SHAREHOLDERS MANDATE FOR NEW RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE The resolutions in respect of the abovementioned proposals will be tabled at the 23 rd Annual General Meeting of Pos Malaysia Berhad ( the Company ), which will be held at Mahkota Ballroom 2, BR Floor, Hotel Istana Kuala Lumpur, 73, Jalan Raja Chulan, Kuala Lumpur on Tuesday, 8 September 2015 at 9.00 a.m. The Notice of the 23 rd Annual General Meeting together with the Form of Proxy are set out in the Company s 2015 Annual Report dispatched with this Circular. A member entitled to attend and vote at the meeting is entitled to appoint a maximum of two (2) proxies to attend and vote on his behalf. The Form of Proxy should be lodged at the Company s Share Registrar s Office at Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time stipulated for holding the meeting or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so. Date of Record of Depositors for the purpose of determining : Wednesday, 2 September 2015 members entitlement to attend, vote and speak at the 23 rd Annual General Meeting of the Company The last day and time for lodging the Form of Proxy : Sunday, 6 September 2015 at 9.00 a.m. This Circular is dated 17 August 2015

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular (definitions denoting the singular number shall also include the plural number and vice versa and references to gender include both genders and the neuter where applicable): AGM Act Board or Director Bursa Securities Listing Requirements Major Shareholder Annual General Meeting Malaysian Companies Act, 1965 as amended from time to time and any re-enactment thereof Board of Directors of Pos Malaysia and Director shall have the meaning given in Section 2(1) of the Capital Markets and Services Act 2007 and includes any person who is or was within the preceding 6 months of the date on which terms of the transaction were agreed upon, a Director of the Company or any other company which is its subsidiary or holding company, or a chief executive officer of the Company, its subsidiary or holding company. Bursa Malaysia Securities Berhad (Company No W) Berhad (Company No W), a Major Shareholder Bursa Securities Main Market Listing Requirements A person who has an interest or interests in one or more voting shares in a company and the nominal amount of that share, or the aggregate of the nominal amount of those share, is:- (a) equal to or more than 10% of the aggregate of the nominal amounts of all the voting shares in a company; or (b) equal to or more than 5% of the aggregate of the nominal amounts of all the voting shares in a company where such person is the largest shareholder of a company. For the purposes of this definition, interest in shares shall have the meaning given in Section 6A of the Act. The Major Shareholder shall also include any person who is and was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, a Major Shareholder of a company or any other company which is its subsidiary or holding company. Person Connected In relation to a Director or Major Shareholder, means such person who falls under any one (1) of the following categories:- (a) a family member of the Director or Major Shareholder, which family shall have the meaning given in Section 122A of the Act; i

3 (b) a trustee of a trust (other than a trustee for a share scheme for employees or pension scheme) under which the Director, Major Shareholder or a family member of any one of them, is the sole beneficiary; (c) a partner of the Director or Major Shareholder, or a partner of a Person Connected with that Director or Major Shareholder; (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 or Major Shareholder; (e) a person in accordance with whose directions, instructions or wishes the Director or Major Shareholder is accustomed or is under an obligation, whether formal or informal, to act; (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 or Major Shareholder; (g) a body corporate or its directors whose directions, instructions or wishes the Director or Major Shareholder is accustomed or under an obligation whether formal or informal, to act; (h) a body corporate in which the Director or Major Shareholder, or Persons Connected with them 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. Pos Malaysia or the Company Pos Malaysia or the Proposed Mandate Period Pos Malaysia Berhad ( M) Pos Malaysia and its subsidiary companies as defined in Section 5 of the Act The period commencing immediately upon the passing of the ordinary resolutions for the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate at the forthcoming 23 rd AGM of the Company on 8 September 2015 and ending at : (a) the conclusion of the next AGM of the Company (following the general meeting at which the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate are passed), at which time it shall lapse unless by an ordinary resolution passed at the next AGM, the authority is renewed, either unconditionally or subject to conditions; (b) the expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Act (but must not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or (c) revocation or variation of the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate by resolution passed by the shareholders of the Company at a general meeting. ii

4 Proposed New Shareholders Mandate Proposed Renewal of Shareholders Mandate Recurrent Related Party Transactions Related Party(ies) RM Share(s) TSSM Proposed new shareholders mandate for new Recurrent Related Party Transactions to be entered into during the Proposed Mandate Period Proposed renewal of shareholders mandate for the mandated Recurrent Related Party Transactions to be entered into during the Proposed Mandate Period All such recurrent related party transactions of a revenue or trading nature, which are necessary for the day-to-day operations of the relevant companies in the Pos Malaysia, to be entered into by Pos Malaysia or its subsidiary companies which involves the interest, direct or indirect, of a Related Party on an arm s length basis in the ordinary course of business at any time during the Proposed Mandate Period, and which should be upon terms not more favourable to the Related Party than those generally available to the public, and are not to the detriment of the minority shareholders of the Company; the details of which are set out in Section 2 of this Circular. A Director, Chief Executive Officer ( CEO ), Major Shareholder or Person Connected with such Director, CEO or Major Shareholder. For the purpose of this definition, Director, CEO and Major Shareholder shall have the meaning given in Paragraph of the Listing Requirements. Ringgit Malaysia Ordinary share(s) of RM0.50 each in Pos Malaysia YBhg. Tan Sri Dato Seri Syed Mokhtar Shah bin Syed Nor, a Major Shareholder 2015 Annual Report Annual Report of Pos Malaysia issued for the financial year ended 31 March 2015 THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK iii

5 TABLE OF CONTENTS LETTER TO THE SHAREHOLDERS CONTAINING:- Page 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSALS 2.1 Proposed Renewal of Shareholders Mandate and Proposed New 2 Shareholders Mandate for Recurrent Related Party Transactions 2.2 Details of the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate Principal Activities of Pos Malaysia Class of Related Parties Nature and Terms of the Recurrent Related Party Transactions Mandated Recurrent Related Party Transactions Which Do Not Require Renewal of Shareholders Mandate Review procedures for the Recurrent Related Party 22 Transactions Excluded Transactions Statement by the Audit Committee Rationale and Benefit for the Recurrent Related Party Transactions Directors and Major Shareholders Interests in the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate 2.6 Condition to the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate 2.7 Mandated Recurrent Related Party Transaction which have exceeded 10% of the estimated value of transaction as disclosed in the Circular to Shareholders of the preceding year FINANCIAL EFFECTS OF THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE AND PROPOSED NEW SHAREHOLDERS MANDATE DIRECTORS STATEMENT AND RECOMMENDATION ANNUAL GENERAL MEETING FURTHER INFORMATION 28 APPENDIX I - FURTHER INFORMATION 29

6 POS MALAYSIA BERHAD (Company No M) (Incorporated in Malaysia) Registered Office: Tingkat 8, Ibu Pejabat Pos Kompleks Dayabumi Kuala Lumpur 17 August 2015 Board of Directors:- YBhg. Brigadier General (K) Tan Sri Dato Sri Haji Mohd Khamil bin Jamil (Non-Independent Non-Executive Chairman) YBhg. Dato Ibrahim Mahaludin bin Puteh (Senior Independent Non-Executive Director) YBhg. Datuk Mohamed Razeek bin Md Hussain Maricar (Non-Independent Non-Executive Director) YBhg. Datuk Puteh Rukiah binti Abd. Majid (Independent Non-Executive Director) YBhg. Dato Ahmad Fuaad bin Mohd Kenali (Non-Independent Non-Executive Director) YBhg. Dato Eshah binti Meor Suleiman (Independent Non-Executive Director) Encik Abdul Hamid bin Sh. Mohamed (Independent Non-Executive Director) Mr. Lim Hwa Yu (Independent Non-Executive Director) To: The Shareholders of POS MALAYSIA BERHAD Dear Sir/Madam, PROPOSED RENEWAL OF SHAREHOLDERS MANDATE AND PROPOSED NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ( PROPOSALS ) 1. INTRODUCTION Proposed Renewal of Shareholders Mandate At the last 22 nd AGM of the Company held on 4 September 2014, the Company obtained a renewal of the shareholders mandate for the mandated Recurrent Related Party Transactions ( RRPTs ) and a new shareholders mandate for the new RRPTs from its shareholders for the Pos Malaysia to enter into RRPTs as disclosed in the preceding year s Circular to Shareholders dated 13 August 2014 ( Shareholders Mandate ). The said Shareholders Mandate is expiring at the 23 rd AGM of the Company, unless the Shareholders Mandate is renewed at the said AGM. The Company is proposing to seek a renewal of the Shareholders Mandate for the Pos Malaysia to enter into the mandated RRPTs at the 23 rd AGM of the Company. 1

7 Proposed New Shareholders Mandate In addition to seeking renewal of the Shareholders Mandate, the Company is also proposing to seek a new shareholders mandate for the Pos Malaysia to enter into new RRPTs at the 23 rd AGM of the Company. On 29 June 2015, the Company has announced to Bursa Securities its intention to seek shareholders approval for the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate at its forthcoming 23 rd AGM. The purpose of this Circular is to provide you with details of the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate and to seek your approval for the ordinary resolutions in respect thereof which will be tabled at the forthcoming 23 rd AGM of the Company to be held at Mahkota Ballroom 2, BR Floor, Hotel Istana Kuala Lumpur, 73, Jalan Raja Chulan, Kuala Lumpur on Tuesday, 8 September 2015 at 9.00 a.m. Notice of the AGM together with the Form of Proxy are set out in the 2015 Annual Report. SHAREHOLDERS ARE ADVISED TO READ THE CONTENTS AND APPENDIX OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTIONS PERTAINING TO THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE AND PROPOSED NEW SHAREHOLDERS MANDATE 2. DETAILS OF THE PROPOSALS 2.1 Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate for RRPTs In compliance with Paragraph of the Listing Requirements, the Company proposes to seek its shareholders approval for the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate which will apply to the RRPTs as set out in Section below respectively. The RRPTs are of a revenue or trading nature which are necessary for the day-today operations of Pos Malaysia subject to the following: - (i) (ii) 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; and the shareholders mandate is subject to annual renewal and disclosure is made in the annual report of the Company of the aggregate value of transactions conducted pursuant to the shareholders mandate during the financial year where the aggregate value is equal to or exceeds the applicable prescribed threshold under Paragraph 10.09(1) of the Listing Requirements. The Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate if approved by shareholders at the forthcoming AGM of the Company, will be subject to annual renewal. In this respect, any authority conferred following the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate shall only continue to be in force until: a) the conclusion of the next AGM of the Company at which time it will lapse, unless by a resolution passed at the meeting whereupon the authority is renewed; or b) the expiration of the period within which the next AGM of Pos Malaysia is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or c) revoked or varied by resolution passed by the shareholders in a general meeting; whichever is earlier. 2

8 The Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate, shall apply in respect of all RRPTs to be entered into by Pos Malaysia during the Proposed Mandate Period. Thereafter, approval from the shareholders for a renewal of the mandate may be sought at each subsequent AGM of Pos Malaysia. In making the disclosure of the aggregate value of the RRPTs conducted pursuant to the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate where the aggregate value is equal to or exceeds the applicable prescribed threshold under Paragraph 10.09(1) of the Listing Requirements, the Company will provide a breakdown of the aggregate value of the RRPTs made during the financial year in the Company s 2016 Annual Report based on the type of the RRPTs made and the names of the Related Parties involved in each type of the RRPTs made and their relationships with the. When the aggregated actual value of the RRPTs entered into with the Related Parties within the same related party group exceeds the aggregated estimated value of such RRPTs as disclosed in this Circular by 10% or more, the Company will make an immediate announcement, which will include the information as may be prescribed, to Bursa Securities. 2.2 Details of the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate Principal Activities of Pos Malaysia The principal activity of the Company are to provide postal and its related services which include receiving and dispatching of postal articles, postal financial services, dealing in philatelic products and sale of postages stamps. The principal activities of the subsidiary companies are as follows: - Subsidiary Companies Country of Incorporation Effective Interest (%) Principal Activities Datapos (M) Sdn Malaysia 100 Printing and insertion of documents for mailing services Digicert Sdn Malaysia 100 A licensed digital certification authority Pos Ar-Rahnu Sdn Malaysia 100 Ar-Rahnu (Islamic pawn broking) PSH Express Sdn Malaysia 100 Air courier services and fulfilment business Pos Malaysia & Services Malaysia 100 Investment holding Holdings Berhad PSH Capital Partners Sdn Malaysia 100 Investment holding PSH Venture Capital Sdn Malaysia 100 Investment holding Effivation Sdn Malaysia 100 Property Investment PMB Properties Sdn Malaysia 100 Property Investment PSH Properties Sdn Malaysia 100 Property investment Real Riviera Sdn Malaysia 100 Property investment Poslaju (M) Sdn Malaysia 100 Dormant Pos Takaful Agency Sdn Malaysia 100 Dormant Prestige Future Sdn Malaysia 100 Dormant PSH Allied Berhad Malaysia 100 Dormant PSH Investment Holding (BVI) Ltd. British Virgin Islands 100 Dormant 3

9 2.2.2 Class of Related Parties The Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate will apply to transactions to be entered into by Pos Malaysia which involves the interest, direct or indirect, of Related Parties. Details of the Related Parties are as follows: - Transacting Related Party Alam Flora Sdn ( Alam Flora ) Albukhary University International Altel Communications Sdn ( Altel ) Angkatan Puncak Sdn ( Angkatan Puncak ) Automotive Corporation (Malaysia) Sdn Avon Cosmetics (M) Sdn ( Avon Cosmetics ) Bank Muamalat Malaysia Berhad ( BMMB ) Big Dataworks Management Sdn ( Big Dataworks ) Bukhary Equity Sdn ( Bukhary Equity ) Commerce Dot Com Sdn ( Commerce Dot Com ) Asia Cargo Express Sdn (formerly known as Gading Sari Aviation Services Sdn ) Principal Activities Management of integrated solid waste Providing higher learning education Providing network facilities, network services and applications services, mainly in the provision of public cellular and mobile internet services Investment holding Dealers of motor vehicles related spare parts and accessories Sale of cosmetic products, fashion wear, health care supplements and household products Islamic banking business and related financial services Involed in providing document storage and management services. Movers Investment holding Nature of Relationship 97.37%-owned subsidiary of HICOM Holdings, effectively 97.37%-owned subsidiary of Owned by AIU Sdn, a company in which TSSM is a Major Shareholder A company ultimately owned by Puncak Semangat Sdn, a company in which 70% is owned by a Person Connected with TSSM A holding company of Spark Manshop Holdings Sdn, a company in which a Person Connected with TSSM is a director Automotive Corporation Holdings Sdn, effectively a wholly-owned subsidiary of 30%-owned associate of Tradewinds Corporation, a company in which TSSM is an indirect Major Shareholder 70%-owned subsidiary of A company owned by a Person Connected with TSSM A company in which TSSM is a direct Major Shareholder Electronic procurement services A company ultimately owned by Puncak Semangat Sdn, a company in which 70% is owned by a Person Connected with TSSM Air cargo transport services KLAS, effectively a whollyowned subsidiary of DRB- HICOM 4

10 Transacting Related Party Auto Solutions Sdn Berhad ( ) Commercial Vehicles Sdn Environmental Services Sdn ( DHES ) Sdn Leasing Edaran Modenas Sdn ( Edaran Modenas ) Edaran Otomobil Nasional Berhad ( EON ) EON Auto Mart Sdn Principal Activities Vehicle importation, logistics, vehicle pre-delivery inspection, value added services and sale of vehicles Investment holding company with investments in the automotive (including defence and composite manufacturing), services (including integrated logistics, banking and postal businesses) and property, asset and construction segments Sale of motor vehicles and related spare parts and accessories Operating, maintaining and managing sanitary landfill and provision of waste treatment and environmental management Leasing of passenger and commercial vehicles Distribution of motorcycles, related spare parts and accessories and servicing of motorcycles Investment holding and distributor and retailer of Jeep and other motor vehicles and their related spare parts including servicing of motor vehicles Sales of motor vehicles and related spare parts and servicing of vehicles Euromobil Sdn Importation, distribution and marketing of vehicles and related spare parts and accessories and servicing of vehicles Gas Malaysia Berhad Selling, marketing and promotion of natural gas to the industrial, commercial and residential sectors as well as construct and operate the Natural Gas Distribution System in Peninsular Malaysia Nature of Relationship Major Shareholder holding 32.21% in Pos Malaysia USF-HICOM Holdings Sdn, effectively a whollyowned subsidiary of DRB- HICOM 97.37%-owned subsidiary of Alam Flora, effectively 97.37%-owned subsidiary of EON, effectively a whollyowned subsidiary of DRB- HICOM 81%-owned subsidiary of Modenas, effectively 81%- owned subsidiary of DRB- HICOM HICOM Holdings, effectively a wholly-owned subsidiary of EON, effectively a whollyowned subsidiary of DRB- HICOM EON, effectively a whollyowned subsidiary of DRB- HICOM An indirect associate company of MMC, a company in which TSSM is an indirect Major Shareholder 5

11 Transacting Related Party Glenmarie Asset Management Sdn ( Glenmarie Asset ) Glenmarie Properties Sdn ( Glenmarie Properties ) HICOM Auto Sdn HICOM Automotive Manufacturers (Malaysia) Sdn HICOM Builders Sdn HICOM-Gamuda Development Sdn HICOM HBPO Sdn HICOM Holdings Berhad ( HICOM Holdings ) HICOM-Teck See Manufacturing Malaysia Sdn ( HICOM-Teck See ) HICOM University College Sdn ( HUC ) Honda Malaysia Sdn ( Honda Malaysia ) Horsedale Development Berhad (Glenmarie Golf & Country Club; Holiday Inn Kuala Lumpur Glenmarie) ISUZU Malaysia Sdn ( ISUZU Malaysia ) KLAS Enginering Services Sdn Principal Activities Nature of Relationship Dormant Glenmarie Properties Sdn, effectively a wholly-owned subsidiary of Investment holding and 100% owned subsidiary of provision of management HICOM Berhad, effectively a services wholly-owned subsidiary of Sale and marketing of motor vehicles, related spare parts and accessories Manufacturing and assembling of motor vehicles and other road transport vehicles Property investment and development, civil engineering and building construction Housing and property development and rental of properties Assembly, manufacturing and sale of front end modules and related components EON, effectively a whollyowned subsidiary of DRB- HICOM HICOM Holdings, effectively a wholly-owned subsidiary of HICOM Berhad, effectively a wholly-owned subsidiary of A joint-controlled entity of an indirect subsidiary of DRB- HICOM 60%-owned subsidiary of HICOM Polymers Industry Sdn, effectively 60%- owned subsidiary of DRB- HICOM Investment holding Manufacture and sale of thermo 51%-owned subsidiary of plastic and thermo setting HICOM Holdings, effectively products 51%-owned subsidiary of Higher educational and vocational training institution Assembly, manufacture and sale of motor vehicles, accessories and components Property development, management of hotel and golf resort Importation, assembly and distribution of motor vehicles, components and parts Provision of aircraft maintenance and engineering services Associate company of DRB- HICOM Effectively 70.6%-owned subsidiary of A jointly controlled entity of KLAS, effectively 100%- owned subsidiary of DRB- HICOM 6

12 Transacting Related Party KL Airport Services Sdn ( KLAS ) Konsortium Logistik Berhad ( KLB ) Malakoff Corporation Berhad ( Malakoff ) Mitsubishi Motors Malaysia Sdn ( Mitsubishi Motors ) MMC Corporation Berhad ( MMC ) Motosikal Dan Enjin Nasional Sdn ( MODENAS ) MPH Bookstores Sdn MPH Distributors Sdn Multi Automotive Service and Assist Sdn Mutiara-TCB Hotel Management Sdn Principal Activities Provision of ground handling, in-flight catering, cargo handling, warehousing space and supply chain management including custom forwarding agent services Provision of total logistics services and inventory solutions, which include the provision of container haulage services, freight forwading, shipping agency and chartering services, warehousing and distribution Nature of Relationship HICOM Holdings, effectively a wholly-owned subsidiary of KLAS, effectively a whollyowned subsidiary of DRB- HICOM services and insurance agency Investment holding activities 36.5%-owned associate of MMC, a company in which TSSM is an indirect Major Shareholder Distribution of the motor vehicles, vehicle components, spare parts and accessories Investment holding, construction, mining and mineral exploration. The subsidiaries of the company are principally involved in engineering, infrastructure and utilities Manufacture, assemble and distribute motorcycles, related spare parts and accessories Retailing of books, magazines, stationeries, compact and video discs, audio and video tapes and related products, and operating cafeteria Importing, distributing and wholesaling of books, magazines, stationery and related products Membership recruitment incorporating the provision of emergency roadside assistance and supply of auto related products and services Management and technical services relating to the hotel business A jointly controlled entity of an indirect subsidiary of DRB- HICOM A company in which TSSM is an indirect Major Shareholder 81%-owned subsidiary of An indirect wholly-owned subsidiary of Bukhary Equity Sdn, a company in which 99% is owned by TSSM An indirect wholly-owned subsidiary of Bukhary Equity Sdn, a company in which 99% is owned by TSSM EON, effectively a whollyowned subsidiary of DRB- HICOM 96%-owned subsidiary of Tradewinds Corporation, a company in which TSSM is an indirect Major Shareholder 7

13 Transacting Related Party MYTV Broadcasting Sdn Oriental Summit Industries Sdn Perusahaan Otomobil Nasional Sdn ( PROTON ) POIS Sdn Proton City Development Corporation Sdn Proton Edar Sdn ( Proton Edar ) PROTON Holdings Berhad Proton Parts Centre Sdn ( Proton Parts Centre ) Proton Tanjung Malim Sdn PNSL Berhad Puncak Semangat Sdn ( Puncak Semangat ) Principal Activities Nature of Relationship Build and operate the A company ultimately owned infrastructure and network by Puncak Semangat Sdn, facilities for Digital Terrestrial a company in which 70% is Television Services owned by a Person Connected with TSSM Contract manufacturing of motorcycle and automobile parts HICOM Holdings, effectively and components a wholly-owned subsidiary of Manufacture, assembly and sales of motor vehicles and PROTON Holdings Berhad, related products effectively a wholly-owned subsidiary of Dealer in computers and office A company owned by a Person automation equipment Connected with TSSM Property development HICOM Holdings, effectively a wholly-owned subsidiary of Sale of motor vehicles, related spare parts and accessories Proton Marketing Sdn, effectively a wholly-owned subsidiary of Investment holding Trading of motor vehicles components, spare parts and Proton Marketing Sdn, acccessories effectively a wholly-owned Assembly of motor vehicles and related products Shipping agency and chartering services subsidiary of PROTON Holdings Berhad, effectively a wholly-owned subsidiary of Konsortium Logistik Berhad, effectively a wholly-owned subsidiary of Investment holding A company in which 70% shareholdings is owned by a Person Connected with TSSM Puncak Tegap Sdn Provision of electronic commerce services PUSPAKOM Sdn ( PUSPAKOM ) Puspakom Teknik Sdn Rebak Island Marina Berhad Inspection of commercial vehicles for roadworthiness and the inspection of other vehicles Supply and maintenance of automobile equipment Operation of a marina resort and property development 8 A company ultimately owned by Puncak Semangat Sdn, a company in which 70% is owned by a Person Connected with TSSM PUSPAKOM, effectively a wholly-owned subsidiary of HICOM Indungan Sdn, effectively a wholly-owned subsidiary of

14 Transacting Related Party Scott & English (Malaysia) Sdn ( Scott & English ) SOGO KL Department Store Sdn SRT-EON Security Services Sdn Suzuki Motorcycle Malaysia Sdn Principal Activities Nature of Relationship Investment holding 70%-owned subsidiary of HICOM Holdings, effectively 70%-owned subsidiary of Operations of department store 10%-owned of Tradewinds and related trading activities Corporation, a company in which TSSM is an indirect Major Shareholder Provision of security services Associate company of EON, a wholly-owned subsidiary of Investment holding and manufacture, assembly and distribution of motorcycles and parts Synergycentric Sdn Provision of information technology, consultancy and computer harward and software Synergycloud Sdn Electronic communication, telecommunication and data processing services Tradewinds Berhad ( Tradewinds Corporation ) Corporation Tradewinds International Insurance Broker Sdn Tradewinds (M) Berhad ( Tradewinds ) Tradewinds Plantation Berhad ( Tradewinds Plantation ) Tradewinds Premium Goods Sdn (Harrods World Signature Shop) Investment holding, provision of management services, commercial property investment and property development Insurance broker for direct insurance and reinsurance businesses Provision of management services and investment holding Investment holding and provision of management services to the subsidiaries Retailing of Harrods brand products Associate company of HICOM Holdings, a wholly-owned subsidiary of A company owned by a Person Connected with TSSM A company owned by a Person Connected with TSSM A company in which TSSM is an indirect Major Shareholder A wholly-owned subsidiary of Tradewinds Corporation, a company in which TSSM is an indirect Major Shareholder A company in which TSSM is an indirect Major Shareholder A company in which TSSM is a Major Shareholder Wholly-owned subsidiary of Tradewinds Corporation, a company in which TSSM is an indirect Major Shareholder Tradewinds Travel Services Sdn ( Tradewinds Travel ) Uni.Asia General Insurance Berhad ( Uni.Asia General ) United Malayan Land Berhad ( UMLB ) Provision of travel related services Underwriting of all classes of general insurance business Investment holding and the provision of management services A wholly-owned subsidiary of Tradewinds Corporation, a company in which TSSM is an indirect Major Shareholder Previously an indirect subsidiary of, currently has been disposed A company in which TSSM is an indirect Major Shareholder 9

15 Transacting Party Zelan Berhad ( Zelan ) Related Principal Activities Investment holding, civil engineering and construction of power plant and buildings Nature of Relationship Associate company of MMC, a company in which TSSM is an indirect Major Shareholder The details of the direct and indirect interests of the Directors and Major Shareholders and Person Connected with them are indicated in Section 2.5 below. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 10

16 2.2.3 Nature and Terms of the Recurrent Related Party Transactions The Recurrent Related Party Transactions as set out below, are transactions to be entered into by the Pos Malaysia relating to the provision or the obtaining of products and/or services of a revenue or trading nature, which are necessary for the day-to-day operations in the ordinary course of business of the Pos Malaysia, to or from the Related Parties, under the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate: PROPOSED RENEWAL OF SHAREHOLDERS MANDATE No. Pos Malaysia and/or its subsidiaries 1. Pos Malaysia 2. Pos Malaysia 3. Pos Malaysia 4. Pos Malaysia 5. Pos Malaysia 6. Pos Malaysia 7. Pos Malaysia 8. Pos Malaysia Transacting related party Nature of transaction ISUZU Malaysia Provision of logistics services by Pos Malaysia HICOM-Teck See Purchase of trays by Pos Malaysia Purchase of Pallets by Pos Malaysia Purchase of Pallet Lids by Pos Malaysia MODENAS Provision of logistics services by Pos Malaysia Provision of Corporate Mail Management services by Pos Malaysia Honda Malaysia Proton Centre Euromobil Parts Sdn Edaran Modenas Sdn Automotive Corporation (Malaysia) Sdn Purchase of vehicles and payment for maintenance of vehicles by Pos Malaysia Provision of Direct Mail services by Pos Malaysia Provision of logistics services by Pos Malaysia Provision of logistics services by Pos Malaysia Trading in motor vehicle components, spare parts and accessories Purchase of vehicles and payment for maintenance of vehicles by Pos Malaysia Provision of Direct Mail services by Pos Malaysia Purchase of motorcycles and payment for parts and maintenance of motorcycles by Pos Malaysia Purchase of vehicles and payment for maintenance of vehicles by Pos Malaysia Estimated value as disclosed in the preceding year s Circular to Shareholders Actual value transacted from the last AGM held on 4 September 2015 to last practical date, 20 July 2015 Estimated aggregate value of transaction during the Proposed Mandated Period (RM 000) (RM 000) (RM 000) , ,000 1, , , , , ,400 3, ,000 1, , , ,000 80,000 18,629 80,000 11

17 No. Pos Malaysia and/or its subsidiaries Transacting related party Nature of transaction Estimated value as disclosed in the preceding year s Circular to Shareholders Actual value transacted from the last AGM held on 4 September 2015 to last practical date, 20 July 2015 Estimated aggregate value of transaction during the Proposed Mandated Period (RM 000) (RM 000) (RM 000) 9. Pos Malaysia Proton Edar Purchase of vehicles by Pos Malaysia Payment for parts and maintenance of vehicles by Pos Malaysia Provision of Corporate Mail Management services by Pos Malaysia 10, , Pos Malaysia 11. Pos Malaysia 12. Pos Malaysia 13. Pos Malaysia 14. Pos Malaysia Leasing Sdn Provision of Direct Mail services by Pos Malaysia Provision of logistics services by Pos Malaysia Appointment of Proton Edar as authorised agent of Pos Malaysia to undertake counter acceptance of PosLaju Courier items Leasing of vehicles by Pos Malaysia KLAS Provision of logistics services by Pos Malaysia Provision of transportation and logistic services by KLAS Oriental Summit Provision of modification Industries Sdn and repair of mail handling equipment by Oriental Summit Purchase of roll cages by Pos Malaysia BMMB Provision of Corporate Mail services by Pos Malaysia Provision of payment gateway by BMMB for PosOnline Marketing, promotion campaigns and contest via NPO by Pos Malaysia Provision of mobile commerce/online support for business activities by Pos Malaysia DHES Provision of integrated facility management and maintenance services by DHES , ,000 2, ,500 50, , , , , ,

18 No. Pos Malaysia and/or its subsidiaries Transacting related party Nature of transaction Estimated value as disclosed in the preceding year s Circular to Shareholders Actual value transacted from the last AGM held on 4 September 2015 to last practical date, 20 July 2015 Estimated aggregate value of transaction during the Proposed Mandated Period (RM 000) (RM 000) (RM 000) 15. Pos Malaysia 16. Pos Malaysia 17. Pos Malaysia 18. Pos Malaysia 19. Pos Malaysia 20. Pos Malaysia 21. Pos Malaysia 22. Pos Malaysia 23. Pos Malaysia 24. Pos Malaysia Glenmarie Asset Provision of integrated facility management and maintenance services by Glenmarie Asset PROTON Provision of Corporate Mail Management services by Pos Malaysia Tradewinds Provision of Direct Mail Premium Goods services by Pos Malaysia Sdn (Harrods World Signature Shop) Malakoff Provision of Total Office Solutions by Pos Malaysia Scott & English Provision of logistics services by Pos Malaysia HICOM Automotive Manufacturers (Malaysia) Sdn Altel HUC Albukhary International University Glenmarie Properties Provision of Corporate Mail Management services by Pos Malaysia Provision of service over counter by Pos Malaysia on selling of top-up prepaid SIM cards Provision of network services based on Mobile Virtual Network Operator Model by Altel for NPO s value added service Provision of broadband network services for NPO system by Altel Provision of Direct Mail services by Pos Malaysia Provision of Corporate Mail Management services by Pos Malaysia Marketing, promotion campaigns and contest via NPO by Pos Malaysia Provision of Corporate Mail Management services by Pos Malaysia Provision of Direct Mail services by Pos Malaysia Provision of logistic services by Pos Malaysia 18, , , ,000 1, , Pos Malaysia MPH Bookstores Sdn Appointment of MPH Bookstore as authorised agent of Pos Malaysia for selling of prepaid Poslaju at MPH outlets

19 No. Pos Malaysia and/or its subsidiaries Transacting related party Nature of transaction Estimated value as disclosed in the preceding year s Circular to Shareholders Actual value transacted from the last AGM held on 4 September 2015 to last practical date, 20 July 2015 Estimated aggregate value of transaction during the Proposed Mandated Period (RM 000) (RM 000) (RM 000) 26. Pos Malaysia 27. Pos Malaysia 28. Pos Malaysia 29. Pos Malasyia 30. Pos Malaysia 31. Digicert Sdn ( Digicert ) 32. Pos Malaysia 33. Pos Malaysia 34. Pos Malaysia Gas Berhad Malaysia Tradewinds Travel of companies and companies related to TSSM KLB Commissions from bills payment collected at Pos Malaysia outlets/channels Provision of travelling services Renting of retail/advertisement space in post offices by the Major Shareholders or Persons Connected to the Major Shareholders Provision of Total Office Solutions Services by Pos Malaysia Renting of premise by Pos Malaysia Sale of personalised corporate stamps and philatelic items Provision of logistics and transportation services by Pos Malaysia Provision of logistics and transportation services by KLB Provision of training programs and training venue to Pos Malaysia Commerce Com Dot SRT-EON Security Services Sdn MYTV Broadcasting Sdn Provision and implementation of managed Public Key Infrastructure Services by Digicert for Nextgen E-Perolehan Provision of cash in transit and escort services to Pos Malaysia Provision of warehousing, logistic, courier delivery and counter for collection of the Digital Terrestrial TV (DTT) Mitsubishi Motors Provision of logistics services by Pos Malaysia , , , , ,145 2,058 1,087 1, ,400 4, , Pos Malaysia 36. Pos Malaysia Puspakom Teknik Sdn EON Auto Mart Sdn /EON Supply and maintenance of automobile associated equipment to Pos Malaysia. Sale of motor vehicles and related spare parts and servicing of vehicles to Pos Malaysia 5, ,000 10, ,000 14

20 No. Pos Malaysia and/or its subsidiaries Transacting related party Nature of transaction Estimated value as disclosed in the preceding year s Circular to Shareholders Actual value transacted from the last AGM held on 4 September 2015 to last practical date, 20 July 2015 Estimated aggregate value of transaction during the Proposed Mandated Period (RM 000) (RM 000) (RM 000) 37. Pos Malaysia 38. Pos Malaysia 39. Pos Malaysia 40. Pos Malaysia 41. Pos Malaysia Multi Automotive Service & Assist Sdn Commercial Vehicles Sdn Rebak Island Marina Berhad Horsedale Development Berhad (Holiday Inn Kuala Lumpur Glenmarie) Mutiara-TCB Hotel Management Sdn Provision of vehicle assistance and supply of auto related products and services to Pos Malaysia Purchase of vehicles and payment for maintenance of vehicles by Pos Malaysia Marketing, promotions campaigns and contest via NewPosOnline ( NPO ) by Pos Malaysia Purchase of vouchers by Pos Malaysia 5, ,000 5, , Honda Malaysia Mitsubishi Motors ISUZU Malaysia MODENAS PROTON Holdings Berhad Suzuki Motocycle Malaysia Sdn HICOM Auto Sdn Glenmarie Properties Puncak Semangat Provision of integration service with SSM Portal by Puncak Semangat for companies identity verification via NPO system Collaboration on Digital TV content under the Malaysian Digital TV Broadcasting project HICOM-Gamuda Provision of mobile Development Sdn commerce/online support for business activities by Pos Malaysia Scott & English Marketing, promotion campaigns and contest via NPO by Pos Malaysia 42. Datapos Avon Cosmetics Provision of printing and poly wrapping, inserting of pamphlets and catalogs, and provision of bulk mailing services by Datapos , , ,000 15

21 No. Pos Malaysia and/or its subsidiaries Transacting related party Nature of transaction Estimated value as disclosed in the preceding year s Circular to Shareholders Actual value transacted from the last AGM held on 4 September 2015 to last practical date, 20 July 2015 Estimated aggregate value of transaction during the Proposed Mandated Period (RM 000) (RM 000) (RM 000) 43. Datapos Tradewinds Travel Printing of brochures by Datapos 44. Datapos BMMB Provision of printing, inserting of bank statements, supply of paper and envelope, and provision of bulk mailing services by Datapos 45. Pos Malaysia 46. Pos Malaysia 47. Pos Malaysia subsidiaries companies associates companies jointly-controlled entities Zelan of companies Tradewinds, Tradewinds Plantation and Tradewinds Corporation of companies Puncak Semangat of companies Malakoff of companies MMC of companies UMLB of companies Bukhary Equity of companies Tradewinds of companies involved in automotive related businesses Provision of Direct Mail Services by Pos Malaysia Provision of Corporate Mail Management services by Pos Malaysia Purchase/leasing of motor vehicles by Pos Malaysia Supply of related spare parts to Pos Malaysia , ,000 1, ,000 1, , , , , ,000 Provision of maintenance and other services related to the motor vehicles to Pos Malaysia 16

22 No. Pos Malaysia and/or its subsidiaries Transacting related party Nature of transaction Estimated value as disclosed in the preceding year s Circular to Shareholders Actual value transacted from the last AGM held on 4 September 2015 to last practical date, 20 July 2015 Estimated aggregate value of transaction during the Proposed Mandated Period (RM 000) (RM 000) (RM 000) 48. Pos Malaysia subsidiaries companies associates companies jointly-controlled entities Zelan of companies Tradewinds, Tradewinds Plantation and Tradewinds Corporation of companies Puncak Semangat of companies Malakoff of companies MMC of companies UMLB of companies Bukhary Equity of companies Provision of distribution services by Pos Malaysia 2, , , , There is no amount due and owing to the Pos Malaysia by the transacting related parties pursuant to the above Recurrent Related Party Transactions, which the Company proposes to seek for renewal of the earlier shareholders mandate. As such, the disclosure as required under Paragraphs 16A and 16B of Annexure PN 12-A under Practice Note 12 of the Listing Requirements are not applicable. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 17

23 PROPOSED NEW SHAREHOLDERS MANDATE No. Pos Malaysia and/or its subsidiaries 1. Pos Malaysia 2. Pos Malaysia 3. Pos Malaysia 4. Pos Malaysia 5. Pos Malaysia 6. Pos Malaysia Transacting related party KLAS Angkatan Puncak of Companies PNSL Berhad BMMB Tradewinds Corporation of Companies involved in hotels and resorts related businesses of Companies involved in hotels and resorts related businesses HICOM Holdings Nature of transactions Supply of labour services for mail operations by KLAS Supply of labour for loading and unloading works by KLAS Provision of Distribution Services by Pos Malaysia Sales agent for Roll-On Roll- Off services Provision of Shared Banking Services Appointment of the DRB- HICOM of Companies and Bukhary of companies involved in hotels/resorts as authorised agent of Pos Malaysia for accepting PosLaju courier services Provision of Corporate Mail Management Services by Pos Malaysia Estimated aggregate value of transaction during the Proposed Mandated Period (RM 000) 4,000 2,700 Proton City 8 Development Corporation Sdn Glenmarie Properties Pos Malaysia 8. Pos Malaysia 9. Pos Malaysia Alam Flora 64 HICOM Builders Sdn 7 Auto 8 Solutions Sdn HICOM HBPO Sdn 7 PUSPAKOM 79 Horsedale Development Berhad (Glenmarie Golf & Country Club) of Companies Horsedale Development Berhad (Glenmarie Golf & Country Club) Provision of training facilities 100 amd programs by Pos Malaysia Membership subscription fees 3 HUC Sponsored tuition and administrative fees by Pos Malaysia 10. Datapos Provision of printing, polywrapping, enveloping, inserting of pamphlet and annual reports, supply of paper and plastic, and provision of bulk mail services by Datapos 11. Datapos Alam Flora Provision of data printing and bulkmailing services by Datapos

24 No. Pos Malaysia and/or its subsidiaries Transacting related party Nature of transactions 12. Datapos SOGO KL Department Store Sdn Provision of printing services by Datapos 13. Datapos Puncak Semangat Provision of printing, enveloping, inserting of letter and pamphlet, supply of paper and envelope, return mail management services, and provision of bulk mail services by Datapos 14. Digicert Commerce Dot Com Provision of Security Information and Event Management by Digicert for Log Radar Solution 15. Digicert Puncak Tegap Sdn Provision and implementation of managed Public Key Infrastructure Services by Digicert for etanah 16. Digicert Synergycloud Sdn Purchase of new data centre services for Digicert 17. Pos Malaysia Altel Provision of Voice and Data Services to Pos Malaysia 18. Pos Malaysia Synergycentric Sdn Enhancement, Optimization and Monitoring of Pos Malaysia s Wide Area Network 19. Pos Malaysia HICOM Teck-See Purchase of pannier box for motorcycle 20. Pos Malaysia 21. Pos Malaysia 22. Pos Malaysia 23. Pos Malaysia 24. Pos Malaysia KLAS Engineering Services Sdn Asia Cargo Express Sdn POIS Sdn Avon Cosmetics Provision of aircraft and vehicles maintenance, engineering and custom forwarding agent services to Pos Malaysia Provision of logistics and air transportation services to Pos Malaysia Provision of Tracking Solution and IT Services (hardware and software) to Pos Malaysia Provision of warehousing and logistic services by Pos Malaysia MPH Distributors Sdn Big Dataworks Outsourcing of Records Management Services to Big Dataworks Estimated aggregate value of transaction during the Proposed Mandated Period (RM 000) , ,374 10,000 3, ,000 15, ,200 THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 19

25 2.2.4 Mandated Recurrent Related Party Transactions Which Do Not Require Renewal of Shareholders Mandate No. Pos Malaysia and/or its subsidiaries Transacting related party Nature of transactions Estimated value as disclosed in the preceding year s Circular to Shareholders Actual value transacted from the last AGM held on 4 September 2014 to last practical date, 20 July Pos Malaysia 2. Pos Malaysia 3. Pos Malaysia 4. Pos Malaysia 5. Pos Malaysia 6. Pos Malaysia 7. Pos Malaysia 8. Pos Malaysia 9. Pos Malaysia 10. Pos Malaysia 11. Pos Malaysia 12. Pos Malaysia Automotive Corporation (Malaysia) Sdn Horsedale Development Berhad (Glenmarie Golf & Country Club) PROTON Provision of logistics services by Pos Malaysia Provision of Corporate Mail Services by Pos Malaysia Provision of half day despatch by Pos Malaysia Provision of logistics services by Pos Malaysia Avon Provision of logistics services Cosmetics by Pos Malaysia MPH Provision of logistic services Distributors Sdn by Pos Malaysia Provision of services in E- of Commerce industry by Pos companies and Malaysia companies related to TSSM HUC Provision of Customer Relationship Management ( CRM ) system for business activities by Pos Malaysia KLAS Tradewinds International Insurance Broker Sdn KLAS Engineering Services Sdn BMMB Provision of enrolment support/booking by Pos Malaysia Supply of labour for loading and unloading works at Pusat Mel & Kurier KLIA by KLAS Provision of insurance coverage for Ar-Rahnu related businesses Provision of aircraft maintenance, engineering and custom forwarding agent services to Pos Malaysia Provision of CRM system for business activities by Pos Malaysia 13. Datapos PUSPAKOM Printing of notification and provision of bulk mailing services by Datapos 14. Datapos Uni.Asia General Provision of printing, inserting of policy, receipts and statement, supply of paper and envelope, and provision of bulk mailing services by Datapos (RM 000) (RM 000) , , , , ,458 1,548 3, , Datapos Proton Edar Provision of printing and 50 0 inserting, supply of paper and envelope, and provision of bulk mailing services by Datapos Altel