MATRIX CONCEPTS HOLDINGS BERHAD (Company No.: U) (Incorporated in Malaysia under the Companies Act, 1965)

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 ADVISERS IMMEDIATELY. Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from, or due to your reliance upon, the whole or any part of the contents of this Circular. MATRIX CONCEPTS HOLDINGS BERHAD (Company No.: 414615-U) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE The above proposal will be tabled as Special Business at the Eighteenth Annual General Meeting ( AGM ) of Matrix Concepts Holdings Berhad ( MCHB or the Company ) to be held at Halia Room, d Tempat Country Club, PT 12653, Jalan Pusat Dagangan Sendayan 1, 71950 Bandar Sri Sendayan, Negeri Sembilan, Malaysia on Wednesday, 10 June 2015 at 10.30 am. The Notice of the Eighteenth AGM together with the Proxy Form are enclosed in the Annual Report 2014 of the Company which is despatched together with this Circular. The Proxy Form should be lodged at our registered office, Wisma Matrix, No.57, Jalan Tun Dr Ismail, 70200 Seremban, Negeri Sembilan, not later than forty-eight (48) hours before the time set for holding of the meeting or any adjournment thereof. The lodging of the Proxy Form will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so. Last date and time for lodging the Proxy Form : Monday, 8 June 2015 at 10.30 a.m. Date and time of the Eighteenth AGM : Wednesday, 10 June 2015 at 10.30 a.m. This Circular is dated 18 May 2015

DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular:- Act : Malaysian Companies Act, 1965 and any amendments thereto AGM : Annual General Meeting Annual Report : Annual Report of the Company for the financial year ended 31 December 2014 Audit Committee : Audit Committee of the Company Board : Board of Directors of MCHB Bursa Securities : Bursa Malaysia Securities Berhad (635998-W) BSSD : BSS Development Sdn Bhd (689638-X) Circular : This circular issued by MCHB to its shareholders dated 18 May 2015 Director(s) : Shall have the same 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 the terms of the transaction were agreed upon, a director of MCHB, its subsidiary or holding company or a chief executive of MCHB, its subsidiary or holding company Juwasan Maju : Juwasan Maju Sdn Bhd (268222-A) Juwasan Trading : Juwasan Trading Sdn Bhd (542979-K) Listing Requirements Last Approved Mandated Amount LPD : : : Main Market Listing Requirements of Bursa Securities including any amendment thereto that may be made from time to time Amount of Recurrent Related Party Transactions which was approved by shareholders at the last AGM 30 April 2015, being the latest practicable date prior to the printing of this Circular. Major Shareholder(s) : Means a person who has an interest or interests in one or more voting shares in a corporation and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is: (i) 10% or more of the aggregate of the nominal amounts of all the voting shares in the corporation; or (ii) 5% or more of the aggregate of the nominal amounts of all the voting shares in the corporation where such person is the largest shareholder of the Corporation.

DEFINITIONS (cont d) 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 of MCHB as defined under Paragraph 1.01 of the Listing Requirements or any other company which is its subsidiary or holding company For the purpose of this definition, interests in shares shall have the meaning given in Section 6A of the Act MCHB or the Company : Matrix Concepts Holdings Berhad (414615-U) MCHB Group or the Group : MCHB and its subsidiaries companies MGE : Matrix Global Education Sdn Bhd (391386-D) Proposed Renewal of Shareholders Mandate : Proposed renewal of shareholders mandate sought and approved at the previous AGM of the Company held on 18 June 2014 for Recurrent Related Party Transactions Proposed Mandate : The estimated value for Recurrent Related Party Transaction which are expected to be incurred Proposed RRPT Mandate : Proposed renewal of shareholders mandate for Recurrent Related Party Transaction of a revenue or trading nature which are necessary for its day-to-day operations and are in the ordinary course of business of the Group as highlighted in Section 2.5 Recurrent Related Party Transactions : Transactions entered into by the Company and/or its subsidiary companies which involve the interest, direct or indirect, of related parties involving recurrent transactions of a revenue or trading nature which are necessary for its day-to-day operations and are in the ordinary course of business of the Group Related Party(ies) : A Director or Major Shareholder of MCHB or a person connected with such Director or Major Shareholder. For the purpose of this definition, Director and Major Shareholder have the meanings given in Paragraph 10.02 of the Listing Requirements. Shareholders Mandate : Mandate which was granted by the shareholders at the last AGM of the Company for Recurrent Related Party Transaction

TABLE OF CONTENTS LETTER TO THE SHAREHOLDERS CONTAINING: SECTION PAGE 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSED SHAREHOLDERS MANDATE 2 2.1 Provisions under the Listing Requirements 2 2.2 Principal Activities of the MCHB Group 3 2.3 The Class Of Related Party(ies) With Whom The Transactions Will Be Carried Out 2.4 The Nature Of The Transaction Contemplated Under The Mandate And Estimated Value 2.5 Proposed Renewal Of Shareholders Mandate 5-6 2.6 Details Of Overdue Trade Receivables 6 2.7 Shareholdings Of Interested Directors, Major Shareholders And Persons Connected To Interested Directors And Major Shareholders 2.8 The Rationale For, And The Benefit To, The MCHB Group For Transaction With Related Party 2.9 The Methods Or Procedures On Which Transaction Prices Will Be Determined 4 5 6-7 8 8-9 3. STATEMENT BY AUDIT COMMITTEE 9-10 4. EFFECTS OF THE PROPOSED RRPT MANDATE 10 5. THRESHOLD OF AUTHORITY 10 6. DISCLOSURE 10 7. APPROVAL REQUIRED 10 8. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS 11 9. DIRECTORS RECOMMENDATION 11 10. EIGHTEENTH ANNUAL GENERAL MEETING 11 11. FURTHER INFORMATION 11 APPENDIX I - FURTHER INFORMATION 12

MATRIX CONCEPTS HOLDINGS BERHAD (Company No.: 414615-U) (Incorporated in Malaysia under the Act) Registered Office: Wisma Matrix No. 57, Jalan Tun Dr. Ismail 70200 Seremban Negeri Sembilan Malaysia 18 May 2015 Board of Directors: Dato Haji Mohamad Haslah Bin Mohamad Amin (Non-Independent Non-Executive Chairman) Dato Lee Tian Hock (Group Managing Director and Chief Executive Officer) Ho Kong Soon (Group Deputy Managing Director and Chief Operating Officer) Dato Firdaus Muhammad Rom Bin Harun (Independent Non-Executive Director) Rezal Zain Bin Abdul Rashid (Independent Non-Executive Director) Dato (Ir) Batumalai A/L Ramasamy (Independent Non-Executive Director) Salmah Binti Sharif (Independent Non-Executive Director) To: The Shareholders of MCHB Dear Sir/Madam, PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1. INTRODUCTION At the Seventeenth AGM held on 18 June 2014, the Company had obtained a general mandate from its shareholders for the Company and its subsidiaries to enter into Recurrent Related Party Transactions in the ordinary course of business of a revenue or trading nature which are necessary for the day-to-day operations based on commercial terms which are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of minority shareholders of the Company. The said general mandate for Recurrent Related Party Transactions shall, in accordance with the Listing Requirements, lapses at the conclusion of the forthcoming AGM unless authority for its renewal is obtained from the shareholders of the Company. The Company had on 13 February 2015 announced that it proposes to seek a renewal of the existing Shareholders Mandate for the Recurrent Related Party Transactions. The purpose of this Circular is to provide you with the relevant information pertaining to the Proposed Renewal of Shareholders Mandate and to seek your approvals for the resolutions in connection thereof, be tabled at our forthcoming AGM to be convened on Wednesday, 10 June 2015 at Halia Room, d Tempat Country Club, PT12653, Jalan Pusat Dagangan Sendayan 1, 71950 Bandar Sri Sendayan, Negeri Sembilan Darul Khusus, Malaysia at 10.30 am. The Notice of the Eighteenth AGM and the Proxy Form are as set out in the Annual Report 2014, which is sent to you together with this Circular. 1

SHAREHOLDERS OF MCHB ARE ADVISED TO READ THE CONTENTS AND APPENDIX OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSED RRPT MANDATE. 2. DETAILS OF THE PROPOSED RRPT MANDATE 2.1 Provisions Under the Listing Requirements Paragraph 10.09(2) of the Listing Requirements provides that a listed company may seek shareholders mandate in respect of Recurrent Related Party Transactions i.e., transactions entered into by the Company and/or its subsidiary companies involving the interest, direct or indirect, of related parties involving recurrent transactions of a revenue or trading nature and which are necessary for the day-to-day operations, 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; the Shareholders Mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the Shareholders Mandate during the financial year where the aggregate value,is equal to or more than the threshold prescribed under paragraph 10.09(1) of the Listing Requirements as stated below : (a) the consideration, value of the assets, capital outlay or costs of the Recurrent Related Party Transactions is RM1.0 million or more; or (b) the percentage ratio of such Recurrent Related Party Transactions is 1% or more, whichever is the higher; (iii) (iv) (v) the listed company s circular to shareholders for the Shareholders Mandate includes the information as may be prescribed by Bursa Securities; in a meeting to obtain Shareholders Mandate, 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 to approve the transactions. An interested Director or interested Major Shareholder must ensure that persons connected with him abstain from voting on the resolution approving the transactions; and the listed company immediately announces to the Bursa Securities when the actual value of a Recurrent Related Party Transaction entered into by the listed company, exceeds the estimated value of such 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 listed company has procured a Shareholders Mandate pursuant to the above, the provision of Paragraph 10.08 of the Listing Requirements shall not apply during the period of validity of the Shareholders Mandate. 2

2.2 Principal Activities of MCHB Group The principal activity of the Company is that of investment holding. The subsidiary companies of MCHB and their principal activities are set out below:- Name of Companies Equity Principal activities Interest (%) BSS Development Sdn Bhd 100 Property development and sales of land Masuda Corporation Sdn Bhd 100 Property development Matrix Concepts Sdn Bhd 100 Property development and sales of land MCHB Natro' Green Sdn Bhd 100 Landscape management Matrix Global Education Sdn 100 Provision of education services Bhd Riverine Projects Sdn Bhd 100 Property development Matrix Concepts (Central) 100 Property development Sdn Bhd Seventech Sdn Bhd 100 Property development MCHB Properties Sdn Bhd 100 Investment in properties Pembinaan Juwasan Sdn 100 Project management Bhd Insani Utama Sdn Bhd 100 Property development and sales of land MCHB Management Services Sdn Bhd 100 Provision of management and administrative services Matrix Country Club Sdn Bhd 100 Clubhouse operator Kris Benua Sdn Bhd 100 Project management Juwasan Maju Sdn Bhd 100 Project management and procurement of building materials Juwasan Trading Sdn Bhd 100 Procurement of building materials Matrix IBS Sdn Bhd Matrix Property Services Sdn Bhd 100 100 Dormant Property Management Services It is envisaged that in the normal course of MCHB Group s businesses, transactions of a revenue or trading nature between companies in the MCHB Group and the Related Parties are likely to occur, and which are necessary for its day-to-day operations. It is likely that such transactions will occur with some degree of frequency and could arise at any time. Such transactions include, but are not limited to those described in Section 2.5 below. In view of the time-sensitive, confidential and frequent nature of such Recurrent Related Party Transactions, the Board is seeking approval from the shareholders at the forthcoming Eighteenth AGM for a renewal of the Shareholders Mandate for the MCHB Group to enter into transactions in the normal course of business with the classes of Related Party set out in Section 2.3 below, provided such transactions are entered into at arm s length and on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public and which will not be to the detriment of the minority shareholders. The Recurrent Related Party Transactions will also be subject to the review procedures as set out in Section 2.9 below. 3

2.3 The Class of Related Party(ies) With Whom The Transactions Will Be Carried Out The Proposed RRPT Mandate would apply to transactions with Related Parties comprising of Directors, Major Shareholders of MCHB or persons connected with such interested Directors of Major Shareholders and includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a Directors or Major Shareholder of MCHB or any other company which is its subsidiary. Such Related Parties are those described below:- Related Party Y&Y Mix Sdn Bhd Principal Activities Supply of ready mix concrete Interested Director/Major Shareholder or person connected Datin Yong Chou Lian, Relationship Datin Yong Chou Lian, who is a substantial shareholder of Y&Y Mix Sdn Bhd, is a shareholder of the Company and the wife of Dato Lee Tian Hock. Yong Moi Noi Yong Moi Noi, who is a director of Y&Y Mix Sdn Bhd, is the sisterin-law of Dato Lee Tian Hock. Yong Ghee Kiat, Yong Ah Chek and Yong Hwah Kiat Yong Ghee Kiat, Yong Ah Chek and Yong Hwah Kiat who are substantial shareholders of Y&Y Mix Sdn Bhd, are the brother-inlaws to Dato Lee Tian Hock. T&T Cahaya Murni Sdn Bhd Supply of cements, ceiling, steel bar, steel mesh, tiles, reinforced concrete piles Tung Kwi Hoiu, Tung Kew Tiong and Tung Ah Qui, Tung Kwi Hoiu and Tung Kew Tiong, who are substantial shareholders and directors of T&T Cahaya Murni Sdn Bhd, are the brothers of Tung Ah Qui, a director of Pembinaan Juwasan Sdn Bhd, Juwasan Maju Sdn Bhd and Juwasan Trading Sdn Bhd. Y& N Hardware Trading Supply of transport services Nyo Eng Kiak Nyo Eng Kiak, who is the jointowner of Y&N Hardware Trading, is the brother-in-law of Dato Lee Tian Hock. Low Kim Fong Rental of shop office Low Kim Fong and Lee Tian Onn Low Kim Fong is the sister-in-law of Lee Tian Onn who is a shareholder of the Company and the brother of Dato Lee Tian Hock. Takrif Maksimum Sdn Bhd Rental of retail space Dato Lee Tian Hock and Datin Yong Chou Lian Dato Lee Tian Hock, who is a substantial shareholder and director of Takrif Maksimum Sdn Bhd, is a substantial shareholder of the Company and its Group Managing Director / Chief Executive Officer. Datin Yong Chou Lian, who is a substantial shareholder and director of Takrif Maksimum Sdn Bhd, is the spouse of Dato Lee Tian Hock. Dato Lee Tian Hock Rental of staff accomodation Dato Lee Tian Hock Group Managing Director / Chief Executive Officer of Matrix Concepts Holdings Berhad. Datin Yong Chou Lian Rental of staff accomodation Datin Yong Chou Lian Datin Yong Chou Lian, who is a substantial shareholder, is the spouse of Dato Lee Tian Hock. 4

2.4 The Nature Of The Transaction Contemplated Under The Mandate And Estimated Value The types of Recurrent Related Party Transactions to be covered by the Proposed RRPT Mandate relate principally to the supply of building materials, contracting works and rental of premises in the ordinary course of the MCHB Group s businesses as described below:- (a) Supply of Building Materials and Contracting Works In the course of MCHB Group s businesses, it is anticipated that the Group may enter into transactions with Related Parties which will include the provision by the companies in the MCHB Group to, or receipt from Related Parties of, supply of building materials and general contracting works and services undertaken by the Related Parties or companies in the MCHB Group (as the case may be), which are necessary for its day-to-day operations. (b) Rental of Premises In carrying out the businesses of the MCHB Group, it is envisaged that the Group will enter into Recurrent Related Party Transactions, which relate to the rental of premises from and/or to Related Parties. 2.5 Proposed Renewal of Shareholders Mandate The Proposed Renewal of Shareholders Mandate will enable the MCHB Group to undertake transactions involving the following:- Companies Nature of Transactions Related Party Last Approved Mandated Amount RM Actual Value Transacted From last AGM till LPD RM Proposed Mandate (Estimated Value) RM Juwasan Trading Sdn Bhd and Juwasan Maju Sdn Bhd Purchase of ready mix concrete Y&Y Mix Sdn Bhd 35,000,000 25,352,776 30,000,000 Juwasan Maju Sdn Bhd Juwasan Maju Sdn Bhd and Juwasan Trading Sdn Bhd BSS Development Sdn Bhd BSS Development Sdn Bhd Matrix Global Education Sdn. Bhd Purchase of cements, ceiling, steel bar, steel mesh ceramic tiles, reinforced concrete piles Transport services Rental of single-storey shop office by BSSD from Low Kim Fong utilised as the Bandar Sri Sendayan site office. @ Rental of a retail space by BSSD from Takrif Maksimum Sdn Bhd utilised as its sales gallery.# Rental of single-storey semi-detached house by MGE from Dato Lee Tian Hock utilised as the accommodation for MGE staff.^ Rental of fully furnished double-storey terrace house by MGE from Datin Yong Chou Lian utilised as the accommodation for MGE staff ^^ T&T Cahaya Murni Sdn Bhd 39,000,000 22,943,944 35,000,000 Y&N Hardware 1,500,000 90,026 500,000 Trading Low Kim Fong 27,000 28,800 33,600 Takrif Maksimum Sdn Bhd Dato Lee Tian Hock Datin Yong Chou Lian 60,000 60,000 60,000 22,000 21,600 21,600-35,000 42,000 5

Notes:- @ BSS Development had on 29 December 2014 entered into a tenancy agreement with Low Kim Fong whereby Low Kim Fong agreed to let and BSS Development agreed to accept a tenancy of the gallery space at No. 773A, Jalan Nusari Aman 3/1, Medan Nusari, 71900 Bandar Sri Sendayan, Negeri Sembilan Darul Khusus, for a period commencing on 1 January 2015 till 31 December 2017 at a monthly rental of RM2,800. # BSS Development had on 12 March 2010 entered into a tenancy arrangement with Takrif Maksimum Sdn Bhd whereby Takrif Maksimum Sdn Bhd agreed to let and BSS Development agreed to accept a tenancy of the gallery space at PT1055, Jalan Metro Sendayan 1, 71900 Bandar Sri Sendayan Negeri Sembilan Darul Khusus, for a period commencing on 1 April 2010 and renewable annually at a monthly rental of RM5,000, of which has been renewed on 5 March 2015. ^ ^^ MGE had on 1 March 2014 entered into a tenancy agreement with Dato Lee Tian Hock whereby Dato Lee Tian Hock agreed to let and MGE agreed to accept a tenancy of the accommodation for MGE staff at No. 1356, Lorong Nusari Aman 5B, Nusari Aman 2, 71900 Bandar Sri Sendayan, Negeri Sembilan, for a period commencing on 1 March 2014 till 28 December 2016 at a monthly rental of RM1,800. MGE had on 1 September 2014 entered into a tenancy agreement with Datin Yong Chou Lian whereby Datin Yong Chou Lian agreed to let and MGE agreed to accept a tenancy of the accommodation for MGE staff at No. 96, Jalan Idaman Bayu 2/3, Idaman Bayu 2, 71950 Bandar Sri Sendayan, Negeri Sembilan, for a period commencing on 1 September 2014 till 31 August 2016 at a monthly rental of RM3,500. 2.6 Details Of Overdue Trade Receivables As at LPD, there are no outstanding Recurrent Related Party Transaction receivables from our Group s Related Parties which have exceeded the credit term. 2.7 Shareholdings of Interested Directors, Major Shareholders And Persons Connected To Interested Directors And Major Shareholders The direct and indirect interest of the interested Directors and/or Major Shareholders and/or persons connected with an interested Director or Major Shareholder in MCHB as at LPD are set out below:- The rest of the page is intentionally left blank 6

Name/Company Direct No. of MCHB Shares Indirect % No. of MCHB Shares % Interested Director and Major Shareholder Dato Lee Tian Hock (f) 75,546,079 16.36 113,321,053 (a) 24.55 Interested Major Shareholders Shining Term Sdn Bhd 72,503,559 15.70 - - Datin Yong Chou Lian 1,607,293 0.35 75,610,852 (c) 16.38 Persons Connected Ambang Kuasa Sdn Bhd 22,422,298 4.86 - - Fine Approach Sdn Bhd 9,251,068 2.00 - - Magnitude Point Sdn Bhd 13,680,610 2.96 - - Meridian Effect Sdn Bhd 4,108,011 0.89 - - Target Venue Sdn Bhd 8,536,830 1.85 - - Yakin Teladan Sdn Bhd 3,107,293 0.67 - - Ah Sam (g) - - 8,536,830 (d) 1.85 Cheong Yong Chieh (h) 452,149 0.10 - - Lee Geok Hoon (f) 258,001 0.06 - - Lee Geok Lin (f) 562,301 0.12 - - Lee Tian Huat (f) - - 9,251,068 (e) 2.00 Lee Yoke Bee (f) 160,000 0.03 - - Lee Yoke Fong (f) 115,000 0.02 - - Lee Tian Onn (f) 351,001 0.08 4,108,011 (b) 0.89 Low Kim Fong (k) 463,000 0.10 - - Nyo Eng Kiak (i) 116,000 0.03 - - Tan Bee Ling (h) 491,000 0.11 4,108,011 (b) 0.89 Teh Wei Cin (h) 1,040,900 0.23 - - Tung Ah Qui (j) 600,001 0.13 - - Tung Kew Tiong (j) 20,000 0.004 - - Tung Kwi Hoiu (j) 102,000 0.02 - - Yong Ghee Kiat (i) 13,600 0.003 - Yong Ing Kiat (i) 350,450 0.08 - Yong Ah Chek (i) 694,450 0.15 - Yong Hwah Kiat (i) 73,000 0.02 - Yong Moi Noi (i) 169,500 0.04 - Yong Soi Mee (h) 1,100,000 0.24 9,251,068 (e) 2.00 Notes: (a) Deemed interested by virtue of his direct shareholdings in Shining Term Sdn Bhd, Ambang Kuasa Sdn Bhd, Magnitude Point Sdn Bhd and Yakin Teladan Sdn Bhd pursuant to Section 6A of the Act and the shareholdings of his spouse, Datin Yong Chou Lian pursuant to Section 134(12)(c) of the Act. (b) Deemed interested by virtue of his/her direct shareholdings in Meridian Effect Sdn Bhd pursuant to Section 6A of the Act. (c) Deemed interested by virtue of her direct shareholdings in Shining Term Sdn Bhd and Yakin Teladan Sdn Bhd pursuant to Section 6A of the Act. (d) Deemed interested by virtue of her direct shareholdings in Target Venue Sdn Bhd pursuant to Section 6A of the Act. (e) Deemed interested by virtue of his/her direct shareholdings in Fine Approach Sdn Bhd pursuant to Section 6A of the Act. (f) Dato Lee Tian Hock, Lee Tian Huat, Lee Tian Onn, Lee Geok Lin, Lee Geok Hoon, Lee Yoke Fong and Lee Yoke Bee are siblings. (g) Ah Sam is the mother of Dato Lee Tian Hock. (h) Tan Bee Ling, Teh Wei Cin, Cheong Yong Chieh and Yong Soi Mee are spouses of Dato Lee Tian Hock s siblings. (i) Yong Moi Noi, Nyo Eng Kiak, Yong Ing Kiat, Yong Ah Chek, Yong Hwah Kiat and Yong Ghee Kiat are the sisters/brother-in-laws of Dato Lee Tian Hock, (j) Tung Kew Tiong and Tung Kwi Hoiu are substantial shareholders and directors of T&T Cahaya Murni Sdn Bhd are the brothers of Tung Ah Qui, a director of Juwasan Maju Sdn Bhd, Juwasan Trading Sdn Bhd and Pembinaan Juwasan Sdn Bhd. (k) Low Kim Fong is the sister-in-law of Lee Tian Onn. 7

2.8 The Rationale For, And The Benefit To, The MCHB Group For Transacting With Related Party The Recurrent Related Party Transactions entered or to be entered into by the MCHB Group are all in the ordinary course of business. They are recurring transactions of a revenue or trading nature which are necessary for its day-to-day operations and are in the ordinary course of business of the Group which are likely to occur with some degree of frequency and arise at any time and from time to time. These transactions may be constrained by the time-sensitive nature and confidentiality of such transactions, and it may be impractical to seek shareholders approval on a case by case basis before entering into such Recurrent Related Party Transactions. As such, the Board is seeking approval for the renewal of the Shareholders Mandate pursuant to Paragraph 10.09 of the Listing Requirements for the Recurrent Related Party Transactions described in Section 2.5 above to allow the MCHB Group to enter into such Recurrent Related Party Transactions made on an arm s length basis and on normal commercial terms and which are not prejudicial to the interests of the shareholders. The renewal of the Shareholders Mandate on an annual basis would eliminate the need to convene separate general meetings from time to time to seek shareholders approval as and when potential Recurrent Related Party Transactions with a Related Party arise, thereby reducing substantially administrative time, inconvenience and expenses associated with the convening of such meetings, without compromising the corporate objectives of the MCHB Group or adversely affecting the business opportunities available to the MCHB Group. Furthermore, the Board is of the view that the Recurrent Related Party Transactions will allow the MCHB Group to remain competitive in its industry. This is due to the existing good business relationship with the Related Parties and the satisfactory delivery of products and services which are market competitive. The strength of the Related parties in their own industries also benefit MCHB Group where their ability to secure main contracts will provide a business to the Group while the prices of products and services purchased will be at competitive prices and their quality deliverables will help to ensure that MCHB Group maintains its own quality of products and services. These upstream and downstream linkages will help lower the costs of MCHB Group s development or construction projects and in turn transfer the benefits to the customers. 2.9 The Methods Or Procedures On Which Transactions Prices Will Be Determined The MCHB Group has established the following policies and procedures to ensure that all Recurrent Related Party Transactions will be entered into on normal commercial terms at an arm s length basis, on terms which will be not more favourable to our Related Parties than those generally available to the public and will not be detrimental to our non-interested shareholders:- (i) (ii) (iii) The transaction prices are based on prevailing market rates/prices that are agreed upon under similar commercial terms for transactions with third parties, business practices and policies and on terms which are generally in line with industry norms; All Recurrent Related Party Transactions to be entered into shall be on normal commercial terms and on terms that will be consistent with the Group s usual business practices and policies; The Audit Committee is to provide a statement that is has reviewed the terms of the Recurrent Related Party Transactions to ensure that such transactions are undertaken based on terms not more favourable to the Related Parties than those generally available to the public, are not detrimental to the minority shareholders and are in the best interest of the Group; 8

(iv) (v) (vi) In the event that a member of the Audit Committee or Board has an interest and/or deemed interest in any particular Recurrent Related Party Transactions, he or she shall declare his or her interest in the Recurrent Related Party Transaction and will have to refrain from any deliberation and also abstain from voting on the matter at the Audit Committee meeting or Board meeting in respect of that Recurrent Related Party Transaction; Records of Recurrent Related Party Transactions will be retained and compiled by the Group s financial officer for submission to the auditors and the Audit Committee for review; A quarterly report on all Recurrent Related Party Transactions transacted in that quarter will be produced to the Audit Committee for its reference; (vii) If the Audit Committee is of the view that the abovementioned procedures are insufficient to ensure that Recurrent Related Party Transactions are undertaken on an arm s length basis and on normal commercial terms and on terms that are not more favourable to the transacting party than those generally available to third parties dealing at arm s length during their periodic review of the procedures, the Audit Committee has the discretion to request for additional procedures to be imposed on all Recurrent Related Party Transactions; (viii) Directors who have any interest in any Recurrent Related Party Transactions, shall abstain from Board deliberations and voting and will ensure that they and any persons connected with them will also abstain from voting on the resolution at the AGM to be convened for the purpose; (ix) Disclosures will be made in the annual report of the breakdown of the aggregate value of the Recurrent Related Party Transactions during the financial year, amongst others, based on the following information: (a) type of the Recurrent Related Party Transactions made; and (b) the names of the Related Parties involved in each type of the Recurrent Related Party Transactions made and their relationship with the MCHB Group, (x) At least two (2) other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, wherever possible, 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. In the event that quotation or comparative pricing from unrelated third parties cannot be obtained, the transaction price will be based on prevailing market rates/prices that are agreed upon under similar commercial terms for transactions with third parties, business practices and policies and on terms which are generally in line with industry norms in order to ensure that the Recurrent Related Party Transactions is not detrimental to MCHB Group; and (xi) It is the Company's policy to ensure that all of the Company s transactions regardless of whether they are Recurrent Related Party Transactions or not, carried out in the best interests of the Company. 3. STATEMENT BY AUDIT COMMITTEE The Audit Committee of the Company has reviewed the procedures mentioned in Section 2.9 above every quarterly and is of the view that the said procedures are adequate to monitor, track and identify the Recurrent Related Party Transactions in a timely and orderly manner and to ensure that the Recurrent Related Party Transactions will be carried out on normal commercial terms. The Audit Committee is also of the view that the procedures in place are 9

sufficient to ensure that the terms of the Recurrent Related Party Transactions are not more favourable to the Related Party than those generally available to the public and the Recurrent Related Party Transactions are not detrimental to minority shareholders of MCHB. 4. EFFECTS OF THE PROPOSED RRPT MANDATE The Proposed RRPT Mandate will not have any effect on the issued and paid-up share capital and our substantial shareholders shareholdings in our Company. In addition, the Proposed RRPT Mandate will not have any material effect on the earnings, net assets and gearing of our Group. However, the Proposed RRPT Mandate are in relation to transactions which are of a revenue or trading nature and which form an integral part of our Group s day-to-day operations and hence, they contribute to our financial performance. 5. THRESHOLD OF AUTHORITY There is no specific threshold for approval of the Recurrent Related Party Transactions within the Group. However, all Recurrent Related Party Transactions are subject to the approval of the Board. Where any Director has any direct/indirect interest in any Recurrent Related Party Transactions, such Director shall abstain from deliberation and voting on the matter. 6. DISCLOSURE Disclosure will be made in the Annual Report of the Company of the aggregate value of transactions conducted pursuant to the Proposed RRPT Mandate during the financial year, and in the Annual Report of the subsequent year during which the Proposed RRPT Mandate is in force. In making the disclosure in the Annual Report, a breakdown of the aggregate value of transactions made during the financial year, shall amongst others, based on the following information:- (a) the type of the Recurrent Related Party Transactions made; (b) the names of the Related Parties involved in each type of the Recurrent Related Party Transactions made and their relationship with MCHB 7. APPROVAL REQUIRED The Proposed RRPT Mandate is subject to the approval of the shareholders of the Company at the forthcoming Eighteenth AGM to be convened. The Proposed RRPT Mandate is subject to annual renewal and will take effect from the date the Ordinary Resolution is passed by the shareholders at the forthcoming Eighteenth AGM and remain in force until:- (a) the conclusion of the next AGM of the Company following the forthcoming Eighteenth AGM at which such Proposed RRPT Mandate was passed, at which it will lapse, unless by a resolution passed at the next AGM, the authority is renewed; (b) the expiration of the period within which the next AGM of MCHB after the date 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 a resolution passed by the shareholders of the Company at a general meeting; whichever is the earlier. Thereafter, if the Board decides that the renewal of the Shareholders Mandate is desirable, shareholders approval for such renewal will be sought at each subsequent AGM of the Company. 10

8. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS Dato Lee Tian Hock is a interested Director and Major Shareholder of MCHB and he had abstained from deliberation and voting at Board meetings of MCHB on the Proposed RRPT Mandate. He will also abstain from voting at the forthcoming Eighteenth AGM in respect of his direct and indirect shareholdings. The Major Shareholder and/or interested Director to which the Proposed RRPT Mandate applies shall abstain from voting at the forthcoming Eighteenth AGM in respect of their direct and indirect shareholdings on the Proposed RRPT Mandate by virtue of their interests. The Interested Director and Major Shareholder have undertaken that they shall ensure that the persons connected to them will abstain from voting on the same. Save as aforesaid, none of the other Directors or Major Shareholders of MCHB or persons connected to them have any interest in the Proposed RRPT Mandate. 9. DIRECTORS RECOMMENDATION The Board, with the exception of the interested Director who have abstained from giving their opinion, having taken into consideration all relevant factors, is of the opinion that the Proposed RRPT Mandate is in the best interest of the shareholders of MCHB. The Board, with the exception of Dato Lee Tian Hock who has abstained from making a recommendation on the Proposed RRPT Mandate, recommends that you vote in favour of the Ordinary Resolution pertaining to the above to be tabled at the forthcoming Eighteenth AGM. 10. EIGHTEENTH ANNUAL GENERAL MEETING The Eighteenth AGM, notice of which is enclosed in the Annual Report of MCHB, will be held at Halia Room, d Tempat Country Club, PT 12653, Jalan Pusat Dagangan Sendayan 1, 71950, Bandar Sri Sendayan, Negeri Sembilan Darul Khusus, Malaysia on Wednesday, 10 June 2015 at 10.30 am. for the purpose of considering and if thought fit, inter-alia, passing the Ordinary Resolution pertaining to the Proposed RRPT Mandate. If you are unable to attend and vote in person at the Eighteenth AGM, you are requested to complete, sign and return the Proxy Form enclosed in the Annual Report in accordance with the instructions therein, so as to arrive at the Registered Office of the Company not later than forty-eight (48) hours before the time set for the Eighteenth AGM or any adjournment thereof. The lodging of the Proxy Form will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so. 11. FURTHER INFORMATION Shareholders are requested to refer to the attached Appendix 1 in this Circular for further information. Yours faithfully For and on behalf of the Board of MATRIX CONCEPTS HOLDINGS BERHAD DATO HAJI MOHAMAD HASLAH BIN MOHAMAD AMIN Non-Independent Non-Executive Chairman 11

APPENDIX I FURTHER INFORMATION 1. RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Directors of MCHB and they collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm that, after having made all reasonable enquiries, to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein 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 MCHB Group within two (2) years preceding the date of this Circular:- a) Sale and Purchase Agreement dated 8 July 2013 made between TJ Integrated Sdn Bhd and Matrix Concepts Sdn Bhd for a piece of vacant agricultural lot held under Geran 20703, Lot 912, Mukim Rasah, Daerah Seremban, Negeri Sembilan for a purchase consideration of RM59,287,882.50; b) Sale and Purchase Agreement dated 8 July 2013 made between Koperasi Sendayan Labu Seremban Berhad (formerly known as Koperasi Peneroka-Peneroka Rancangan Felcra Sendayan Labu Berhad) and Matrix Concepts Sdn Bhd for a piece of vacant agricultural lot held under HS(D) 176671, PT17805, Mukim Labu, Daerah Seremban, Negeri Sembilan for a purchase consideration of RM47,469,074.40; c) Sale and Purchase Agreement dated 26 August 2013 between Chong Hoe Realty Sdn Bhd and Matrix Concepts (Central) Sdn Bhd for the acquisition of a lands held under Grant 43406, Lot 1191 and Grant 65449, Lot 1637, both in Section 46, Kuala Lumpur for a purchase consideration of RM43,630,301.00; d) Sale and Purchase Agreement dated 19 September 2014 between Palipadu Sdn Bhd and BSS Development Sdn Bhd for the acquisition of a piece of vacant industrial land held under Geran 110843, Lot 16378, Mukim Labu, Daerah Seremban, Negeri Sembilan for a purchase consideration of RM71,461,598.50; and e) Sale and Purchase Agreement dated 21 April 2015 between IRDK Ventures Sdn Bhd and Matrix Concepts (Central) Sdn Bhd for the acquisition of a parcel of land held under HS(D) 297055, PT8790, Pekan Kinrara, Daerah Petaling, Negeri Selangor for a purchase consideration of RM95 million. 3. MATERIAL LITIGATION, CLAIMS OR ARBITRATION The MCHB Group is not engaged in any material litigation either as plaintiff or defendant, claim or arbitration, and the Directors of MCHB do not have any knowledge of any proceedings pending or threatened against the MCHB Group, or of any facts likely to give rise to any proceedings which might materially or adversely affect the position or business of the MCHB Group. 12

4. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the registered office of the Company at Wisma Matrix, No. 57, Jalan Tun Dr. Ismail, 70200 Seremban, Negeri Sembilan, Malaysia during normal business hours on Mondays to Fridays (except public holidays) from the date of this Circular up to and including the date of the Eighteenth AGM: (i) (ii) (iii) Memorandum and Articles of Association of the Company; Audited financial statements of the Company for the past two (2) financial years ended 31 December 2013 and 31 December 2014;and Material Contracts referred to in Section 2 of this Appendix. The rest of the page is intentionally left blank 13