THETA EDGE BERHAD. (Company No.: W) CIRCULAR TO SHAREHOLDERS. in relation to

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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 to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad ( Bursa Securities ) takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. THETA EDGE BERHAD (Company No.: W) CIRCULAR TO SHAREHOLDERS in relation to PROPOSED RENEWAL OF THE EXISTING SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING IN NATURE AND RENEWAL OF THE EXISTING GENERAL MANDATE FOR CONTRACTS WHICH ARE REVENUE IN NATURE The Notice of the Twentieth Annual General Meeting ( AGM ) of Theta Edge Berhad to be held at Dewan Presiden, Kelab Golf Negara Subang, Jalan SS7/2, Kelana Jaya, Petaling Jaya, Selangor Darul Ehsan on Tuesday, 18 June 2013 at a.m. together with the Form of Proxy are set out in the 2012 Annual Report. Shareholders are advised to refer to the Notice of the Twentieth AGM and the Form of Proxy. The Form of Proxy must be deposited at the Office of the Share Registrar, Tricor Investor Services Sdn. Bhd. at Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur not later than forty-eight (48) hours before the time appointed for holding the AGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the AGM should you subsequently wish to do so. Last day and time for lodging the Form of Proxy Date and time of the AGM 16 June 2013 at a.m. 18 June 2013 at a.m. This Circular is dated 28 May 2013

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular : Act : The Companies Act, 1965 as amended from time to time and any re-enactment thereof AGM : Annual General Meeting Board : Board of Directors of THETA Bursa Securities : Bursa Malaysia Securities Berhad (Company No.: W) CCM : Companies Commission of Malaysia Director(s) : Shall have the meaning given in Section 2(1) of the Capital Markets & Services Act 2007 and for purposes of the Proposal 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 or a chief executive officer of THETA (or its subsidiary or holding company in accordance with the definition in Chapter 10 of the Listing Requirements) IT : Information Technology ICT : Information Communication Technology LTH : Lembaga Tabung Haji, a statutory body established under the Tabung Haji Act 1995 (Act 535) LTH Group : LTH and its subsidiaries Listing Requirements : The Main Market Listing Requirements of Bursa Securities, as amended from time to time and any re-enactment thereof Major Shareholder : 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 amounts of those shares, is:- a) equal to or more than 10% of the aggregate of the nominal amounts of all the voting shares in the company; or b) equal to or more than 5% of the aggregate of the nominal amounts of all the voting shares in the company where such person is the largest shareholder of the company 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 major shareholder as defined above or any other company which is its subsidiary or holding company. For the purpose of this definition, interest in shares shall have the meaning given in Section 6A of the Act (i)

3 Person Connected : This shall have the same meaning as in Chapter 1, Paragraph 1.01 of the Listing Requirements, in relation to a Director or a Major Shareholder, means such person who fall under any one of the following categories:- (a) a member of the Director s or a Major Shareholder s family, 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 person referred to in subparagraph (iii) and (iv) above; (b) (c) (d) (e) (f) (g) (h) (i) a trustee of a trust (other than a trustee for an employee share scheme or pension scheme) under which the Director, Major Shareholder or a member of the Director s or Major Shareholder s family is the sole beneficiary; a partner of a Director, Major Shareholder or a partner of a person connected with that Director or Major Shareholder; 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; 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; 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; 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; a body corporate in which the Director, Major Shareholder and/or 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 a body corporate which is a related corporation. Proposal or Mandate : Proposed renewal of the existing Shareholders Mandate and proposed renewal of the existing General Mandate as set out in Section of this Circular Proposed General Mandate Proposed Shareholders Mandate Recurrent Transactions : Proposed renewal of the existing General Mandate for contracts which are revenue in nature from Related Party(ies) as allowed under Paragraph of the Listing Requirements : Proposed renewal of the existing Shareholders Mandate for the THETA Group to enter into Recurrent Related Party Transactions of a revenue or trading nature with Related Party(ies) : Related Party Transactions involving recurrent transactions of a revenue or trading nature and contracts entered into from time to time which are necessary for the day-to-day operations of the THETA Group Related Party : Director, Major Shareholder or Persons Connected with such Director or Major Shareholder (ii)

4 Related Party Transactions : A transaction entered into by the Company or its subsidiaries which involves the interest, direct or indirect, of a Related Party RM and Sen : Ringgit Malaysia and sen respectively Shares : Ordinary shares of RM1.00 each THETA or the Company THETA Group or the Group : Theta Edge Berhad : THETA and its subsidiaries Words denoting the singular shall include the plural and vice versa, and words denoting the masculine gender shall, where applicable, include the feminine and neuter gender and vice versa. Reference to persons shall include corporations. Any reference to any enactments in the Circular is a reference to that enactment as for the time being amended or re-enacted. Any reference in time or day in this Circular shall be reference to Malaysian time, unless otherwise stated. [The remaining section of this page is intentionally left blank] (iii)

5 TABLE OF CONTENTS PROPOSED RENEWAL OF THE EXISTING SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING IN NATURE AND RENEWAL OF THE EXISTING GENERAL MANDATE FOR CONTRACTS WHICH ARE REVENUE IN NATURE LETTER FROM OUR BOARD TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSAL CONTAINING:- 1. INTRODUCTION PAGE 1 2. DETAILS OF THE PROPOSAL AMOUNT DUE AND OWING TO THETA GROUP BY RELATED PARTIES RATIONALE FOR AND BENEFITS OF THE PROPOSAL REVIEW PROCEDURES OF THE RECURRENT TRANSACTIONS 4 6. VALIDITY PERIOD OF THE PROPOSAL 6 7. STATEMENT BY AUDIT COMMITTEE 6 8. CONDITION FOR THE PROPOSAL 6 9. INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDER AND PERSONS CONNECTED WITH THEM FINANCIAL EFFECT OF THE PROPOSAL DIRECTORS RECOMMENDATION ANNUAL GENERAL MEETING FURTHER INFORMATION 7 APPENDICES APPENDIX I - FURTHER INFORMATION APPENDIX A - LIST OF LTH GROUP OF COMPANIES APPENDIX B - LIST OF THETA GROUP OF COMPANIES (iv)

6 THETA EDGE BERHAD (Company No: W) (Incorporated in Malaysia) Registered Office: Bangunan C, Peremba Square Saujana Resort, Section U Shah Alam Selangor Darul Ehsan Date: 28 May 2013 Directors Tan Sri Dato Hashim bin Meon (Chairman, Non-Independent Non-Executive Director) Datuk Hj. Abdul Azeez bin Abdul Rahim (Independent Non-Executive Director) Dato Syed Saleh bin Syed Abdul Rahman (Non-Independent Non-Executive Director) Mohamed Ridza bin Mohamed Abdulla (Independent Non-Executive Director) Adi Azuan bin Abdul Ghani (Non-Independent Non-Executive Director) Nor Badli Munawir bin Mohamad Alias Lafti (Independent Non-Executive Director) Richard George Azlan bin Abas (Executive Director) A. Shukor bin S.A. Karim (Group Managing Director and Chief Executive Officer) To: Our Shareholders Dear Sir/Madam PROPOSED RENEWAL OF THE EXISTING SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING IN NATURE AND RENEWAL OF THE EXISTING GENERAL MANDATE FOR CONTRACTS WHICH ARE REVENUE IN NATURE 1. INTRODUCTION At the Company s AGM on 14 June 2012, your Board obtained the shareholders approval for the existing shareholders mandate for recurrent related party transactions of a revenue or trading in nature and general mandate for contracts which are revenue in nature. The approval for the existing shareholders mandate and general mandate shall lapse at the conclusion of the forthcoming AGM, which has been scheduled to be held on 18 June 2013 unless the approval is renewed. On 15 May 2013, the Board of the Company announced the Company s intention to seek shareholders approval for the Proposal at the forthcoming AGM. The purpose of this Circular is to provide you with the details of the Proposal and to seek your approval for the resolution in respect thereof to be tabled at the forthcoming AGM, notice of which has been set out in the Notice of AGM in the 2012 Annual Report. SHAREHOLDERS ARE ADVISED TO READ THIS CIRCULAR AND TO CONSIDER CAREFULLY THE RECOMMENDATION CONTAINED HEREIN BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSAL 1

7 2. PROPOSAL 2.1 Details of the Proposal Paragraph of the Listing Requirements stipulates the obligations of a listed issuer to comply in relation to Related Party Transactions. However, pursuant to Paragraph of the Listing Requirements and Practice Note 12, a listed issuer may seek a mandate from shareholders in respect of Recurrent Transactions, subject to the following:- (i) (ii) the transactions are in the ordinary course of business and are on terms not more favorable to the Related Party than those generally available to the public; the mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the mandate during the financial year where the aggregate value is equal to or exceeds the applicable prescribed threshold as follows:- (a) the consideration, value of the assets, capital outlay or costs of the Recurrent Transactions is equal to or exceeds RM1 million; or (b) the percentage ratios of such transactions is equal to or exceeds 1%, whichever is higher. (iii) (iv) (v) a circular to shareholders is issued by the Company for the mandate; in a meeting to obtain a mandate from the shareholders, the interested Director, interested Major Shareholder or interested Person 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 Company immediately announces to Bursa Securities when the actual value of a Recurrent Related Party Transaction entered into by the Company, 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 Bursa Securities in its announcement. Where the Company has obtained a mandate from the shareholders in respect of Recurrent Transactions, the provisions under paragraph of the Listing Requirements shall not apply during the validity period of the Mandate. The Company proposes to seek its shareholders approval for renewal of the existing Shareholders Mandate for the Recurrent Transactions and the existing General Mandate for contracts as set out in Section which was approved by the shareholders at the AGM held on 14 June 2012 to enable the Company and/or its subsidiaries to enter into Recurrent Transactions with the classes of Related Party(ies) set out in Section below. The Proposed Mandate will take effect from the passing of the ordinary resolution at the forthcoming AGM and will continue to be in force (unless revoked or varied by the Company in general meeting) until the conclusion of the next AGM of the Company. Thereafter, approval from the shareholders for subsequent renewals will be sought at each subsequent AGM of the Company Principal Activity of THETA Group THETA is principally an investment holding company. Through its subsidiary companies, the Group is engaged in selling, marketing and provision of maintenance services and rental of computer equipment and telecommunication equipment, peripherals, other office equipment and supplies, public mobile data network operator, provision of building maintenance and management services, selling and provision of maintenance and professional services on data communication and information networking systems, dealers, software writers, compilers and testers, systems developers, trainers and consultants in computers and all services related to information technology industry. 2

8 2.1.2 Nature of RRPT and Class of Related Parties Related Party with whom the Group is transacting Lembaga Tabung Haji Group and/or its associated company (ies) (As per Appendix A) (Recipient) (i) The details of the nature and estimated value of the RRPT in respect of which the Company is seeking a renewal mandate from its shareholders as contemplated under the Proposal are as follows:- Nature of Transactions The Provision of ICT application support services (ii) The Provision of maintenance for ICT hardware and software systems (iii) The Provision of all related ICT system integration, system implementation and related services Company within the Group involved in RRPT THETA Group (As per Appendix B) (Provider) Estimated value of preceding year s Mandate* (RM 000) Actual value transacted from 14/06/2012 to 30/04/ (RM 000) Estimated value of transactions for the Proposed Renewal of Shareholders Mandate and General Mandate# (RM 000) Interested Related Party 40,000 18,255 40,000 LTH Group, Tan Sri Dato Hashim bin Meon, Dato Syed Saleh bin Syed Abdul Rahman and Adi Azuan bin Abdul Ghani Relationship LTH is the holding company of THETA, holding 68.6% of the issued and paid up capital of THETA. (iv) The Provision of telecommunication and data transmission services (v) The Provision of desktop management services and hardware leasing Lembaga Tabung Haji Group and/or its associated company (ies) (As per Appendix A) Rental of office premises THETA Group (As per Appendix B) (Tenant) 2, ,300 LTH Group, Tan Sri Dato Hashim bin Meon, Dato Syed Saleh bin Syed Abdul Rahman and Adi Azuan bin Abdul Ghani LTH is the holding company of THETA, holding 68.6% of the issued and paid up capital of THETA Note: * The estimated value as disclosed in the preceding year s circular to shareholders dated 23 May The estimated value for the Mandate is based on the management forecast of transaction value that have been anticipated. There was no deviation of the Actual Value exceeding the Estimated Value by 10% or more in the Existing Mandate. Being the latest practicable date prior to the printing of this Circular. The rental is not exceeding 3 years and the payment of rental is on a monthly basis. The estimated value is for the renting of the office premise located at Bangunan C, Peremba Square, Saujana Resort, Section U2, Shah Alam, Selangor Darul Ehsan with a tenanted area of 38,000 square feet. # The estimated value of the transaction from 18 June 2013 up to next AGM expected to be held in the month of June The estimated value for the mandate is based on the management forecast of transaction value that have been anticipated. The estimated value is subject to changes. 3. AMOUNT DUE AND OWING TO THETA GROUP BY RELATED PARTIES There are no amounts due and owing by the related parties to Theta Group pursuant to the RRPTs which exceeded the credit terms granted in the normal course of business as at 31 December

9 4. RATIONALE FOR AND BENEFITS OF THE PROPOSAL The RRPTs that have been entered into and that will be entered into by our Group with the Related Party would enhance Theta s ability to explore business opportunities and enable them to network within the Related Party Group of Companies. The Recurrent Transactions to be entered into by the THETA Group are all in the ordinary course of business. These are recurring transactions of a revenue or trading nature which are likely to occur with some degree of frequency and may arise at any time and from time to time. These transactions are intended to enhance the ability of THETA and/or its subsidiary companies to pursue business opportunities, especially those which may be time sensitive by nature and it may not be practical to seek shareholders approval on a case by case basis before entering into such transactions. By obtaining the Proposal and renewal of the same on an annual basis, the necessity to convene separate general meetings from time to time to seek shareholders approval as and when such Recurrent Transactions occur would not arise. This would substantially reduce the time, administrative requirements, and expenses associated with the convening of such meetings, without compromising the corporate objectives of the Group or adversely affecting the business opportunities available therein. 5. REVIEW PROCEDURES OF THE RECURRENT TRANSACTIONS The Group has established the following procedures and guidelines to ensure that Recurrent Transactions are undertaken on an arm s length basis and on transaction price and on normal commercial terms that are not more favourable to the Related Party(ies) than those generally available to the public and not detrimental to the minority shareholders. (a) The procedures and principles established by the THETA Group are as follows:- (i) (ii) (iii) In general, the Group shall only enter into Recurrent Transactions after taking into account the pricing, quality, delivery schedules, levels of service and other related factors which shall be determined based on prevailing rates/prices of the goods and services according to their usual commercial terms, business practices and policies or in accordance with other applicable industry norms/consideration (after taking into account factors such as quality, schedules including where applicable, preferential rates/ prices/ discounts to a class or classes of customers or for bulk purchases); A list of Related Party(ies) shall be circulated within the Group from time to time for reference and all Related Party(ies) are notified that all Recurrent Related Party Transactions are required to be undertaken on arm s length basis and on normal commercial terms. The Group have been informed of the Related Party Transactions procedures applicable to all Recurrent Transactions with such Related Party(ies). Any tender, quotation or contract to be submitted for an open tender or proposed to be entered into with a Related Party(ies) will not be approved unless the pricing for the contract/project is determined in accordance with the THETA Group s usual business practices and policies, consistent with the usual margin of the Group for the same or substantially similar type of transactions made by the Group with unrelated third parties. (b) To monitor the Recurrent Transactions, the following review procedures will be implemented:- (i) (ii) Records will be maintained to capture all Recurrent Transactions which are entered into pursuant to the Proposal. In accordance with the Listing Requirements, disclosure in relation to the breakdown of the aggregate value of the Recurrent Transactions entered into during the financial year based on amongst others, the following information:- 4

10 (a) (b) the type of Recurrent Transactions; and the names of the Related Party(ies) involved in each type of Recurrent Transactions made and their relationship with the Company, will be made in the Company s annual reports for the financial years during which the Proposal is in force. (iii) (iv) (v) (vi) (vii) (viii) (ix) The Recurrent Transactions will only be entered into after taking into account the guidelines stated in 5(a)(i) above. The annual internal audit plan will include a review of all the Recurrent Transactions entered or to be entered into under the Proposal to ensure that relevant approvals for the Recurrent Transactions have been obtained and the review procedures in respect of such transactions are adhered to. All Recurrent Transactions will be reviewed by the internal auditors and presented at the Audit and Risk Management Committee meetings. In its review of such transactions, the Audit and Risk Management Committee shall have the right of access to information on the Related Party(ies) and is entitled to the services of independent advisers, if required, in the discharge of its duties. The Audit and Risk Management Committee shall review on an annual basis the internal audit reports pertaining to the Recurrent Transactions to ascertain that the guidelines and procedures established to monitor the Recurrent Transactions have been complied with. The Board and Audit and Risk Management Committee shall have the overall responsibility of determining whether the review procedures and guidelines on the Recurrent Transactions are appropriate and sufficient. If a member of the Board or the Audit and Risk Management Committee has an interest (direct or indirect) in a Recurrent Transaction, he/she will abstain from deliberation and any decision making in respect of the Recurrent Transaction. If the Board and Audit and Risk Management Committee are of the view that the review procedures are no longer sufficient to ensure that the Recurrent Transactions are made on arm s length basis, on terms not more favorable to the Related Party(ies) than those generally available to the public and are not to the detriment of the minority shareholders, they shall have the discretion to discharge, vary and/or modify or implement new and/or additional procedures and guidelines without the approval of the shareholders provided that such amended, varied, modified, new or additional procedures are no less stringent then the existing procedures and guidelines. Where practical or feasible, at least two (2) other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, to determine whether the price and terms offered to/by the related parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities. However, for certain transactions, the terms of the transactions (including pricing) cannot be compared with unrelated third parties. For example, the provision of the IT contracts for the development, service, maintenance and other related IT services relating to the pilgrimage fund to LTH and/or its group of company(ies) and there are no such other equivalent transaction with third parties. The terms of these transactions, thus, are negotiated on a willing buyer willing seller basis. Likewise, for contracts with certain vendors, the prices for the computer equipments and peripherals for are dependent upon the prices set by the principal for that particular project. The pricing would also be negotiated on a willing buyer willing seller basis. Nevertheless, the Management will ensure that in the event the quotation or comparative pricing from unrelated third parties cannot be obtained, the transaction price will be based on willing buyer and willing seller basis, subject to the current market prices/rates of services and products usually transacted by the Company in their normal commercial terms with third parties, including any discount given for bulk purchases and preferential rates, where applicable. 5

11 The Company will ensure that the Recurrent Transactions are not detrimental to THETA or its group of companies. There are no specific thresholds for approval of Recurrent Transactions. All the transactions will be reviewed and approved by the Group Managing Director and/or Executive Director(s) and/or any other persons nominated by the Board. 6. VALIDITY PERIOD OF THE PROPOSAL If approved at the AGM, the Proposal will take effect from the passing of the Ordinary Resolution at the AGM and the authority will continue to be in force until:- (i) (ii) (iii) the conclusion of the next AGM of the Company following the forthcoming AGM at which the Proposal is passed, at which time such Mandate will lapse, unless by a resolution passed at the meeting, the authority for the Proposal is renewed; the expiration of the period, within which the next AGM of the Company 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 revoked or varied by resolution passed by the shareholders in general meeting, whichever is the earlier. 7. STATEMENT BY AUDIT AND RISK MANAGEMENT COMMITTEE The Audit and Risk Management Committee has the overall responsibility of determining whether the procedures for reviewing all Related Party(ies) transactions are appropriate to ensure that the Recurrent Transactions are within the limits approved by the Proposal. The Audit and Risk Management Committee of the Company has reviewed the procedures mentioned in Section 5 above and is of the view that:- (i) (ii) the Group has in place adequate procedures and processes to monitor, track and identify Recurrent Transactions in a timely and orderly manner, and that these procedures and processes are reviewed half yearly; and the said procedures are sufficient to ensure that the Recurrent Transactions are not more favourable to the Related Party(ies) than those generally available to the public and are not to the detriment of the minority shareholders. 8. CONDITION FOR THE PROPOSAL The Proposal is conditional upon approval being obtained from the shareholders of THETA at the forthcoming AGM. 9. INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDER AND PERSONS CONNECTED WITH THEM The direct and indirect interests in the Company of the interested Director, interested Major Shareholder, and Persons Connected with them as at 30 April 2013 are as follows:- Direct Indirect Direct Indirect Interested Directors No. of Shares % No. of Shares % No. of Warrants 2011/2016 % No. of Warrants 2011/2016 * Tan Sri Dato' Hashim bin Meon * Dato' Syed Saleh bin Syed Abdul Rahman * Adi Azuan bin Abdul Ghani % 6

12 Interested Major Shareholder No. of Shares Direct Indirect Direct Indirect % No. of Shares % No. of Warrants 2011/2016 % No. of Warrants 2011/2016 LTH 73,563, ,101, Notes: * Tan Sri Dato Hashim bin Meon, Dato Syed Saleh bin Syed Abdul Rahman and Adi Azuan bin Abdul Ghani are the Directors of THETA and were nominated and appointed by LTH and they are deemed interested in the is the holding company of THETA. Tan Sri Dato Hashim bin Meon, Dato Syed Saleh bin Syed Abdul Rahman and Adi Azuan bin Abdul Ghani, being the interested Directors have abstained and will continue to abstain from all Board deliberations and voting in relation to the RRPT as set out in Section of this Circular. The interested Directors and LTH, being the interested Major Shareholder shall also abstain from voting in respect of their direct and/or indirect shareholdings on the ordinary resolution relating to the Proposal at the forthcoming AGM. In addition, the Interested Directors and/or the interested Major Shareholder have undertaken that they will ensure that Persons Connected with them will abstain from voting in respect of their direct and/or indirect shareholdings on the ordinary resolution relating to the Proposal at the forthcoming AGM. Save for the interested Directors and the interested Major Shareholder, who are deemed interested in the RRPT as set out in Section 9 of this Circular, none of the other Directors, and Major Shareholders of THETA or persons connected to them has any interest, direct or indirect in the Proposal. 10. FINANCIAL EFFECT OF THE PROPOSAL With the assumption that all external conditions and factors in the industry and business environment remain constant, the proposal is expected to contribute positively to the earnings per share and the net assets of THETA Group for the financial year ending 31 December DIRECTORS RECOMMENDATION The Directors (save for the Interested Directors), having considered all aspects of the Proposal, are of the opinion that the Proposal is of the best interest of the Company and its shareholders and not to the detriment of the minority shareholders of THETA. Accordingly, the Board (save for the Interested Directors) recommend that you vote in favour of the Ordinary Resolution pertaining to the Proposal to be tabled at the forthcoming AGM. 12. ANNUAL GENERAL MEETING The Notice convening the AGM is set out in the 2012 Annual Report. The AGM will be held at Dewan Presiden, Kelab Golf Negara Subang, Jalan SS7/2, Kelana Jaya, Petaling Jaya, Selangor Darul Ehsan on Tuesday, 18 June 2013 at a.m. for the purpose of considering and if thought fit, passing the Ordinary Resolution 2 on the Proposal as set out in the said Notice. If you are unable to attend and vote in person at the AGM, you are requested to complete, sign and return the Form of Proxy (in accordance with the instructions printed thereon) and to arrive at the office of the Share Registrar not later than forty-eight (48) hours before the time fixed for holding the AGM. 13. FURTHER INFORMATION Shareholders are requested to refer to Appendix I for further information. Yours faithfully On behalf of the Board of Directors THETA EDGE BERHAD Tan Sri Dato Hashim bin Meon Chairman, Non-Independent Non-Executive Director 7

13 FURTHER INFORMATION APPENDIX I 1. RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Directors of THETA and they individually and collectively accept full responsibility for the accuracy of the information given herein and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated in the Circular are accurate and that there are no other facts the omission of which would make any statement in this Circular misleading. 2. MATERIAL CONTRACTS Save as disclosed below, there are no material contracts (not being contracts entered into in the ordinary course of business) which have been entered into by the THETA Group within the past two (2) years preceding the date of this Circular :- a) Joint Venture Agreement dated 1 Jamadil-Awal 1433 Hijrah (corresponding with 24 March 2012) between TH2.0 Sdn Bhd ( TH2.0, a wholly owned subsidiary of Theta), Islamic Corporation for the Development of the Private Sector ( ICD ) and Taha Alam Sdn Bhd ( JVCo ) to regulate the relationship of TH2.0 and ICD as shareholders in the JVCo which in turn is intended to establish the infrastructure of Hajj and Umrah related operations encompassing advisory, management and financial services globally. 3. MATERIAL LITIGATION Save as disclosed below, the THETA Group is not engaged in any material litigation either as plaintiff or defendant, claims or arbitration and the Board is not aware of any proceedings pending or threatened or of any fact likely to give rise to any proceedings which might materially and adversely affect the income from, title to, or possession of any of the THETA Group s assets and/or businesses :- Infornential Sdn. Bhd. ( ISB ) v. Theta & 4 others On 17 May 2012, a Writ of Summons and Statement of Claim was served on Theta by ISB to claim the following:- (i) A declaration that the 1st, 2nd, 3rd, 4th and 5th defendants or any of them have together conspired to act fraudulently against ISB to deprive ISB from recovering on its judgment against Lityan Systems Sdn. Bhd. ( LSSB ) obtained in Kuala Lumpur High Court Suit No S ; (ii) A declaration that the 1st, 2nd, 3rd, 4th and 5th defendants or any of them have breached Section 257 of the Companies Act, 1965; (iii) Damages in the sum of RM2,105, outstanding as at 3 May 2012; (iv) Aggravated and/or exemplary damages; (v) Interest at the rate of 4% per annum on any judgment sum from the date this Writ of Summons is filed until full settlement; (vi) Costs; (vii) Such further and other relief as the Honourable Court deems fit. The Court had on 23 January 2013 dismissed the Defendants Application to strike out the civil suit with cost awarded to the Plaintiff in the sum of RM5, only. The Court has fixed the trial dates tentatively on 19 August 2013, 20 August 2013 and 29 August The Court has also fixed 30 May 2013 as the date for the case management. The solicitors for the Company is of the opinion that the Writ of Summons has no legal basis and that the Defendant has a strong and credible defense. No losses are expected to arise from the Writ of Summons and it is not expected to have any material financial or operational impact on Theta. 8

14 4. DOCUMENTS FOR INSPECTION The following documents can be inspected at THETA s Registered Office at Bangunan C, Peremba Square, Saujana Resort, Section U2, Shah Alam, Selangor Darul Ehsan from Monday to Friday (except public holidays) during business hours for a period from the date of this Circular to the date of the AGM: (i) Memorandum and Articles of Association of THETA; (ii) The audited financial statements of THETA for the two (2) financial years ended 31 December 2011 and 31 December 2012 and the unaudited results for the financial period ended 31 March 2013; (iii) (iv) Material contracts referred to in Section 2 above; and The relevant cause papers in respect of material litigation referred to Section 3 above. 9

15 APPENDIX A-LIST OF LTH GROUP AND ITS ASSOCIATED COMPANIES Name of Company Company Registration No. Shareholdings (%) Principal Activities Subsidiaries of LTH BIMB Holdings Berhad X 51 Islamic banking and Takaful TH Plantations Berhad M 71.7 Investment holding, cultivation of oil palm, processing of fresh fruit bunches, marketing of crude palm oil, palm kernel and fresh fruit bunches and provision of management services Theta Edge Berhad W 68 Investment holding TH Hotel & Residence Sdn Bhd (formerly known as LBI Sdn Bhd) D 100 Investment holding TH Indo Industries Sdn Bhd A 100 Investment holding TH Indopalms Sdn Bhd H 100 Investment holding TH Estates (Holdings) Sdn Bhd W 100 Investment holding TH Agro Sdn Bhd K 100 Investment holding TH Properties Sdn Bhd D 100 TH Travel & Services Sdn Bhd H 100 THC International Sdn Bhd H 60 TH Global Services Sdn Bhd K 100 Property development and investment holding Transportation services for hajj pilgrims, hajj and umrah packages, ticketing and security services General trading and consultancy services Trading and supplying Halal food products TH Marine Sdn Bhd X 100 Ship owning TH Alam Holdings (L) Inc LL Investment holding LTH Property Holdings Limited Investment holding 10

16 Name of Company Company Registration No. Shareholdings (%) Principal Activities Subsidiaries of BIMB Holdings Berhad Bank Islam Malaysia Berhad X 51 Islamic banking business Syarikat Takaful Malaysia Berhad K Family and General Takaful business BIMB Securities (Holdings) Sdn Bhd X 100 Investment holding Syarikat Al-Ijarah Sdn Bhd P 100 Leasing of assets Subsidiaries of TH Plantations Berhad THP Ibok Sdn Bhd (formerly known as TH Peladang Sdn Bhd) THP Gemas Sdn Bhd (formerly known as Ladang Bangka Ulu Sdn Bhd) T V 100 Cultivation of oil palm and selling of fresh fruit bunches Cultivation of oil palm and selling of fresh fruit bunches THP Bukit Belian Sdn Bhd (formerly known as Ladang Bukit Belian Sdn Bhd) P 100 Cultivation of oil palm and selling of fresh fruit bunches THP Kota Bahagia Sdn Bhd (formerly known as Ladang Sawit Bintulu Sdn Bhd) H 100 Cultivation of oil palm and selling of fresh fruit bunches THP Agro Management Sdn Bhd M 100 THP-YT Plantation Sdn Bhd D 70 Management service company Cultivation of oil palm and selling of fresh fruit bunches THP Sabaco Sdn Bhd (formerly known as Syarikat Sabaco Sdn Bhd) K 51 Investment holding company, Cultivation of oil palm and selling of fresh fruit bunches THP Saribas Sdn Bhd K 80 Cultivation of oil palm and selling of fresh fruit bunches TH Ladang (Sabah & Sarawak) Sdn Bhd U 100 Oil palm plantation, palm oil milling and investment holding 11

17 Name of Company Subsidiaries of TH Plantations Berhad Company Registration No. Shareholdings (%) TH Bakti Sdn Bhd H 70 Hydroflow Sdn Bhd D 70 Bumi Suria Ventures Sdn Bhd U 100 Principal Activities Cultivation of oil palm and selling of fresh fruit bunches Cultivation of oil palm and selling of fresh fruit bunches Cultivation of oil palm and selling of fresh fruit bunches Maju Warisanmas Sdn Bhd M 100 Investment properties Subsidiaries of TH Properties Sdn Bhd THP-SBB JV Sdn Bhd V 100 Property development THP Sinar Sdn Bhd D 60 Facility Management service THP Hartanah Sdn Bhd V 100 Property development TH Universal Builders Sdn Bhd A 100 Construction THP Bina Sdn Bhd (formerly known as TH Technologies Sdn Bhd) THP Enstek Development Sdn Bhd (formerly known as TH-NSTC Sdn Bhd) THP Development Consultancy Sdn Bhd M 100 Construction A 100 Property development M 100 Project management Subsidiary of TH Indo Industries Sdn Bhd P.T TH Indo Plantations N/A 50 Cultivation of oil palm, processing of fresh fruit bunches and marketing of crude palm oil and palm kernel Subsidiaries of TH Alam Holdings (L) Inc Alam-JV DP1 (L) Inc LL Ship owning Alam-JV DP2 (L) Inc LL Ship owning 12

18 Name of Company Company Registration No. Shareholdings (%) Principal Activities Subsidiaries of LTH Property Holdings Limited 10 Queen Street Place London Limited Property holding 151 BPR One Limited Property holding 151 BPR Two Limited Property holding Subsidiaries of TH Hotel & Residence Sdn Bhd TH Hotel Terengganu Sdn Bhd W 100 TH Hotel Alor Setar Sdn Bhd Provision of hotel management services Provision of hotel management services TH Real Estate LLC Provision of construction, operation and investment in industrial and services projects Joint Venture Co by LTH Trurich Resources Sdn Bhd M 50 Investment holding TH Alam Management (M) Sdn Bhd K 50 Ship managing agent and management services company Abraj Sdn Bhd M 50 Investment holding Abraj Management Sdn Bhd P 50 Real estate portfolio management services Subsidiaries of Trurich Resources Sdn Bhd PT Anugrah Kembang Sawit Sejahtera N/A 93 Cultivation of oil palm and selling of fresh fruit bunches PT Teknik Utama Mandiri N/A 93 Cultivation of oil palm and selling of fresh fruit bunches 13

19 Name of Company Subsidiaries of Trurich Resources Sdn Bhd Company Registration No. Shareholdings (%) PT Usaha Kaltim Mandiri N/A 93 PT Gemareksa Mekarsari N/A 93 PT Satria Hupasarana N/A 93 Principal Activities Cultivation of oil palm and selling of fresh fruit bunches Cultivation of oil palm and selling of fresh fruit bunches Cultivation of oil palm and selling of fresh fruit bunches PT TH Felda Nusantara N/A 93 Management service company Associated Cos of LTH KFC Holdings Berhad T Operation of quick-service restaurants. Pelikan International Corporation Berhad U Manufacturing and distribution of writing instruments, art & hobby products, school products, office stationery. Silver Bird Group Berhad X Manufacturing of food products TH Heavy Engineering Berhad (formerly known as Ramunia Holdings Berhad) D 32 Fabrication of oil & gas related structures and other related civil works Express Rail Link Sdn Bhd H 40 Design, construction, maintenance and management of railway system CCM Fertilizers Sdn Bhd W 49.9 Manufacturing of compound fertilisers Nihon Canpack (Malaysia) Sdn Bhd M 40 Industrial goods Consolidated Fertiliser Corporation Sdn Bhd Gallant Precision Tool & Engineering Enterprise (M) Sdn Bhd D H 25 Manufacturing of compound fertilisers Manufacturing of electronic components Bata (Malaysia) Sdn Bhd P 20 Shoe manufacturing 14

20 Name of Company Company Registration No. Shareholdings (%) Principal Activities Associated Cos of LTH ASMTH Sdn Bhd X 49 Property development Maju-TH Sdn Bhd U 49 Property development Perumahan Kinrara Berhad 305-P 24.5 Property development I&P Kota Bayuemas Sdn Bhd V Property management Prizevest Sdn Bhd P 30 Property management Swasta Setia Holdings Sdn Bhd M 30 Property management Top Priority Sdn Bhd T 30 Property management Victec Enterprise Sdn Bhd T 30 Property management 15

21 APPENDIX B - LIST OF THETA GROUP OF COMPANIES Name of Company Company Registration No. Equity Interest held Direct (%) Indirect (%) Principal Activities Theta Edge Berhad W - - Investment Holding Subsidiaries of THETA Konsortium Jaya Sdn Bhd M Sale and maintenance of computers and telecommunication equipment, peripherals and related services Sistem Komunikasi Gelombang Sdn Bhd W Supply of equipment and services to the telecommunication industry and the provision of customised total systems integration services Impianas Sdn Bhd D Public mobile data network operator THT Integrated Solutions Sdn. Bhd W Provision of information technology solutions Advanced Business Solutions (M) Sdn Bhd K Dealers, software writers, compilers and testers, system developers, trainers and consultants in computers and all services related to information technology industry Lityan Applications Sdn. Bhd A Marketing of computer products, provision of application development services and all other computer related activities TH Computers Sdn Bhd T Distributing computers and computer related equipments TH2.0 Sdn Bhd H Information technology solutions Subsidiary of Advanced Business Solutions (M) Sdn Bhd Hi Pro Edar (M) Sdn Bhd A Carrying on business associated with or in promotion of IT industry Associate company of TH2.0 Sdn Bhd Taha Alam Sdn Bhd D - 50 Investment Holding 16