POS MALAYSIA BERHAD. (Company No M) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS. in relation to

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. 229990-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 24 th Annual General Meeting of Pos Malaysia Berhad ( the Company ), which will be held at Glenmarie Ballroom, Holiday Inn Kuala Lumpur Glenmarie, 1, Jalan Usahawan U1/8, 40250 Shah Alam, Selangor Darul Ehsan on Thursday, 18 August 2016 at 9.00 a.m. The Notice of the 24 th Annual General Meeting together with the Form of Proxy are set out in the Company s 2016 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, 47301 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 : Friday, 12 August 2016 members entitlement to attend, vote and speak at the 24 th Annual General Meeting of the Company The last day and time for lodging the Form of Proxy : Tuesday, 16 August 2016 at 9.00 a.m. This Circular is dated 27 July 2016

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. 635998-W) Berhad (Company No. 203430-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) (b) 10% or more of the aggregate of the nominal amounts of all the voting shares in a company; or 5% or more 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) (b) (c) (d) (e) (f) a family member of the Director or Major Shareholder, which family shall have the meaning given in Section 122A of the Act; 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; a partner of the Director or 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; i

(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) (i) 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 a body corporate which is a related corporation. Pos Malaysia or the Company Pos Malaysia or the Pos Malaysia Berhad (229990 - M) Pos Malaysia and its subsidiary as defined in Section 5 of the Act Proposed Mandate Period 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 24 th AGM of the Company on 18 August 2016 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. Proposed New Shareholders Mandate Proposed Renewal of Shareholders Mandate Recurrent Related Party Transactions Related Party(ies) RM Share(s) TSSM 2016 Annual Report 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 dayto-day operations of the relevant in the Pos Malaysia, to be entered into by Pos Malaysia or its subsidiary 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 10.02 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 Annual Report of Pos Malaysia issued for the financial year ended 31 March 2016 ii

TABLE OF CONTENTS LETTER TO THE SHAREHOLDERS CONTAINING:- Page 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSALS 2 2.1 Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate for Recurrent Related Party Transactions 2 2.2 Details of the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate 2.2.1 Principal Activities of Pos Malaysia 2.2.2 Class of Related Parties 2.2.3 Nature and Terms of the Recurrent Related Party Transactions 2.2.4 Mandated Recurrent Related Party Transactions Which Do Not Require Renewal of Shareholders Mandate 2.2.5 Review Procedures for the Recurrent Related Party Transactions 2.2.6 Excluded Transactions 3 3 4 9 21 22 23 2.3 Statement by the Audit Committee 23 2.4 Rationale and Benefit for the Recurrent Related Party Transactions 23 2.5 Directors and Major Shareholders Interests in the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate 24 2.6 Condition to the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate 25 3. FINANCIAL EFFECTS OF THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE AND PROPOSED NEW SHAREHOLDERS MANDATE 25 4. DIRECTORS STATEMENT AND RECOMMENDATION 25 5. ANNUAL GENERAL MEETING 26 6. FURTHER INFORMATION 26 APPENDIX I - FURTHER INFORMATION 27

POS MALAYSIA BERHAD (Company No. 229990-M) (Incorporated in Malaysia) Registered Office: Tingkat 8, Ibu Pejabat Pos Kompleks Dayabumi 50670 Kuala Lumpur 27 July 2016 Board of Directors:- YBhg. Brigadier General (K) Tan Sri Dato Sri (Dr) Haji Mohd Khamil bin Jamil (Non-Independent Non-Executive Chairman) YBhg. Dato Ibrahim Mahaludin bin Puteh (Senior Independent Non-Executive Director) YBhg. Dato Sri Syed Faisal Albar bin Syed A.R. Albar (Non-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 Eshah binti Meor Suleiman (Independent Non-Executive Director) YBhg. Dato Sri Dr. Mohmad Isa bin Hussain (Non-Independent Non-Executive Director) YBhg. Dato 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 23 rd AGM of the Company held on 8 September 2015, 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 17 August 2015 ( Shareholders Mandate ). The said Shareholders Mandate is expiring at the 24 th 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 24 th AGM of the Company. 1

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 24 th AGM of the Company. On 28 June 2016, 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 24 th 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 24 th AGM of the Company to be held at Glenmarie Ballroom, Holiday Inn Kuala Lumpur Glenmarie, 1, Jalan Usahawan U1/8, 40250 Shah Alam, Selangor Darul Ehsan on Thursday, 18 August 2016 at 9.00 a.m. Notice of the AGM together with the Form of Proxy are set out in the 2016 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 10.09 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 2.2.3 below respectively. The RRPTs are of a revenue or trading nature which are necessary for the day-to-day 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

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 2017 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 2.2.1 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 are as follows:- Subsidiary Companies Country of Incorporation Effective Interest (%) Principal Activities Datapos (M) Malaysia 100 Printing and insertion of documents for mailing services Digicert Malaysia 100 A licensed digital certification authority Pos Ar-Rahnu Malaysia 100 Ar-Rahnu (Islamic pawn broking) PSH Express Malaysia 100 Air courier services and fulfilment business Pos Malaysia & Services Holdings Berhad Malaysia 100 Investment holding PSH Capital Partners Malaysia 100 Investment holding PSH Venture Capital Malaysia 100 Investment holding Effivation Malaysia 100 Property Investment PMB Properties Malaysia 100 Property Investment PSH Properties Malaysia 100 Property investment Real Riviera Malaysia 100 Property investment PosLaju (M) Malaysia 100 Dormant Pos Takaful Agency Malaysia 100 Dormant Prestige Future Malaysia 100 Dormant PSH Allied Berhad Malaysia 100 Dormant PSH Investment Holding (BVI) Ltd. British Virgin Islands 100 Dormant 3

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 Principal Activities Nature of Relationship Alam Flora ( Alam Flora ) Albukhary International University Altel Communications ( Altel ) Angkatan Puncak ( Angkatan Puncak ) Automotive Corporation (Malaysia) Avon Cosmetics (M) ( Avon Cosmetics ) Bank Muamalat Malaysia Berhad ( BMMB ) Big Dataworks Management ( Big Dataworks ) Bukhary Equity ( Bukhary Equity ) Commerce Dot Com ( Commerce Dot Com ) Asia Cargo Express (formerly known as Gading Sari Aviation Services ) Auto Solutions Berhad ( ) Commercial Vehicles Provision of integrated solid waste collection and public cleaning management service Provision of higher learning education Provision of 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 Provision of document storage and management services Movers Investment holding Electronic procurement services Provision of air cargo transport 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 as well as education) and property, asset and construction segments Sale of motor vehicles and related spare parts and accessories 97.37%-owned subsidiary of HICOM Holdings, effectively 97.37%-owned subsidiary of Owned by AIU, a company in which TSSM is a Major Shareholder A company owned by a Person Connected to TSSM Holding company of Spark Manshop Holdings, a company in which a Person Connected to TSSM is a director 100%-owned subsidiary of Automotive Corporation Holdings, 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 to TSSM A company in which TSSM is a direct Major Shareholder A company ultimately owned by Puncak Semangat, a company in which 70% is owned by a Person Connected to TSSM 100%-owned subsidiary of KLAS, effectively a wholly-owned subsidiary of 100%-owned subsidiary of Major Shareholder holding 32.21% in Pos Malaysia 100%-owned subsidiary of USF-HICOM Holdings, effectively a whollyowned subsidiary of 4

Transacting Related Party Principal Activities Nature of Relationship Environmental Services ( DHES ) EZ-Drive Leasing ( Leasing ) Mechatronics HICOM Polymers Industry Edaran Modenas ( Edaran Modenas ) Edaran Otomobil Nasional Berhad ( EON ) EON Auto Mart Euromobil Gas Malaysia Berhad Glenmarie Asset Management ( Glenmarie Asset ) Glenmarie Properties ( Glenmarie Properties ) HICOM Auto HICOM Automotive Manufacturers (Malaysia) HICOM Builders HICOM-Gamuda Development HICOM HBPO Provision of integrated solid waste collection, recycling and integrated facility management services Provision of car rental, leasing of passenger and commercial vehicles Provision of leasing of passenger and commercial vehicles Provision of manufacture, assemble and trade automotive electrical and electronics components for Original Equipment Manufacturer and Replacement Equipment Manufacturer Customers Trading of mobile receptacles 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 Marketing of Audi motor vehicles and related spare parts and accessories and servicing of vehicles 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 Dormant Investment holding and provision of management services 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 Assemble, manufacture and sale of automobile front end modules and related components 97.37%-owned subsidiary of Alam Flora, effectively 97.37%-owned subsidiary of 100%-owned subsidiary of EON, effectively a wholly-owned subsidiary of 100%-owned subsidiary of EON, effectively a wholly-owned subsidiary of 100%-owned subsidiary of PHN Industry, effectively a wholly-owned subsidiary of 100%-owned subsidiary of EON, effectively a wholly-owned subsidiary of 81%-owned subsidiary of Modenas, effectively 81%-owned subsidiary of 100%-owned subsidiary of HICOM Holdings, effectively a wholly-owned subsidiary of 100%-owned subsidiary of EON, effectively a wholly-owned subsidiary of 100%-owned subsidiary of EON, effectively a wholly-owned subsidiary of An indirect associate company of MMC, a company in which TSSM is an indirect Major Shareholder 100%-owned subsidiary of Glenmarie Properties, effectively a whollyowned subsidiary of 100% owned subsidiary of HICOM Berhad, effectively a wholly-owned subsidiary of 100%-owned subsidiary of EON, effectively a wholly-owned subsidiary of 100%-owned subsidiary of HICOM Holdings, effectively a wholly-owned subsidiary of 100%-owned subsidiary of HICOM Berhad, effectively a wholly-owned subsidiary of A joint-controlled entity of an indirect subsidiary of 60%-owned subsidiary of HICOM Polymers Industry, effectively 60%-owned subsidiary of 5

Transacting Related Party Principal Activities Nature of Relationship HICOM Holdings Berhad ( HICOM Holdings ) HICOM-Honda Manufacturing Malaysia HICOM-Teck See Manufacturing Malaysia ( HICOM-Teck See ) HICOM University College ( HUC ) Honda Malaysia ( Honda Malaysia ) Horsedale Development Berhad ISUZU Malaysia ( ISUZU Malaysia ) KLAS Enginering Services KL Airport Services ( KLAS ) Konsortium Logistik Berhad ( KLB ) Malakoff Corporation Berhad ( Malakoff ) Mitsubishi Motors Malaysia ( Mitsubishi Motors ) MMC Corporation Berhad ( MMC ) Motosikal Dan Enjin Nasional ( MODENAS ) MPH Bookstores ( MPH Bookstores ) Investment holding Manufacture and assemble Honda motorcycle engines and components Manufacture and sale of thermo plastic and thermo setting products Provision of higher education and vocational training programme Assembly, manufacture and sale of motor vehicles, accessories and related spare part and investment holding 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 To carry out airport related 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 services and insurance agency Investment holding activities Importation and assembly, distribution and trading of Mitsubishi vehicles, components, spare parts and accessories Mining and mineral exploration activities and also derives income from its investments. The subsidiaries of the company are principally involved in engineering, infrastructure and utilities Manufacture, assemble and distribute motorcycles, related spare parts and accessories and the servicing of motorcycles Retailing of books, magazines, stationeries, compact and video discs, audio and video tapes and related products, and operating cafeteria 100%-owned subsidiary of A joint-controlled entity of an indirect subsidiary of 51%-owned subsidiary of HICOM Holdings, effectively 51%-owned subsidiary of 100%-owned subsidiary of Associate company of Effectively 70.6%-owned subsidiary of A jointly controlled entity of 100%-owned subsidiary of KLAS, effectively 100%-owned subsidiary of 100%-owned subsidiary of HICOM Holdings, effectively a wholly-owned subsidiary of 100%-owned subsidiary of KLAS, effectively a wholly-owned subsidiary of 37.58%-owned associate of MMC, a company in which TSSM is an indirect Major Shareholder A jointly controlled entity of an indirect subsidiary of A company in which TSSM is an indirect Major Shareholder 81%-owned subsidiary of An indirect wholly-owned subsidiary of Bukhary Equity, a company in which 99% is owned by TSSM 6

Transacting Related Party Principal Activities Nature of Relationship MPH Distributors Multi Automotive Service and Assist ( Multi Automotive Service and Assist ) Mutiara-TCB Hotel Management MYTV Broadcasting ( MYTV ) Importing, distributing and wholesaling of books, magazines, stationery and related products Provision of emergency roadside vehicle assistance and supply of auto related products and services Management and technical services relating to the hotel business Build and operate the infrastructure and network facilities for Digital Terrestrial Television Services An indirect wholly-owned subsidiary of Bukhary Equity, a company in which 99% is owned by TSSM 100%-owned subsidiary of EON, effectively a wholly-owned subsidiary of 100%-owned subsidiary of Tradewinds Hotels & Resorts, a company in which TSSM is an indirect Major Shareholder A company owned by a Person Connected to TSSM Naqiz & Partner Provision of legal professional services A legal firm in which a Person Connected to YBhg. Brig. Gen. (K) Tan Sri Dato Sri (Dr) Haji Mohd Khamil bin Jamil is a partner Oriental Summit Industries ( Oriental Summit ) Perusahaan Otomobil Nasional ( PROTON ) POIS Proton City Development Corporation Proton Edar ( Proton Edar ) PROTON Holdings Berhad ( PROTON Holdings ) Proton Parts Centre ( Proton Parts Centre ) Proton Tanjung Malim Contract manufacturing of motorcycle and automobile parts and components Manufacture, assembly and sales of motor vehicles and related products Dealer in computers and office automation equipment Property development, civil and building constrcution Sale of motor vehicles, related spare parts and accessories Investment holding Trading of motor vehicles components, spare parts and acccessories Assembly of motor vehicles and related products 100%-owned subsidiary of HICOM Holdings, effectively a wholly-owned subsidiary of 100%-owned subsidiary of PROTON Holdings Berhad, effectively a whollyowned subsidiary of A company owned by a Person Connected to TSSM 100%-owned subsidiary of HICOM Holdings, effectively a wholly-owned subsidiary of 100%-owned subsidiary of Proton Marketing, effectively a whollyowned subsidiary of 100%-owned subsidiary of 100%-owned subsidiary of Proton Marketing, effectively a whollyowned subsidiary of 100%-owned subsidiary of PROTON Holdings Berhad, effectively a whollyowned subsidiary of PNSL Berhad Shipping agency and chartering services 100%-owned subsidiary of KLB, effectively a wholly-owned subsidiary of Puncak Semangat ( Puncak Semangat ) Puncak Tegap PUSPAKOM ( PUSPAKOM ) Investment holding Provision of electronic commerce services Inspection of commercial vehicles for roadworthiness and the inspection of other vehicles A company in which 70% shareholdings is owned by a Person Connected to TSSM A company ultimately owned by Puncak Semangat, a company in which 70% is owned by a Person Connected to TSSM 100%-owned subsidiary of 7

Transacting Related Party Principal Activities Nature of Relationship Puspakom Teknik Rebak Island Marina Berhad Scott & English (Malaysia) ( Scott & English ) SOGO KL SRT-EON Security Services Suzuki Motorcycle Malaysia Synergycentric Synergycloud ( Synergycloud ) Tradewinds Corporation Berhad ( Tradewinds Corporation ) Tradewinds International Insurance Broker Tradewinds (M) Berhad ( Tradewinds ) Tradewinds Plantation Berhad ( Tradewinds Plantation ) Tradewinds Premium Goods (Harrods World Signature Shop) Tradewinds Travel Services ( Tradewinds Travel ) United Malayan Land Bhd ( UMLB ) Zelan Berhad ( Zelan ) Supply and maintenance of automobile equipment Operation of a marina resort and property development Investment holding Operations of department store and related trading activities Provision of security services Investment holding and manufacture, assembly and distribution of motorcycles and parts Provision of information technology, consultancy and computer harward and software Electronic communication, telecommunication and data processing services 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 Provision of travel related services Investment holding and the provision of management services Investment holding, civil engineering and construction of power plant and buildings 100%-owned subsidiary of PUSPAKOM, effectively a wholly-owned subsidiary of 100%-owned subsidiary of HICOM Indungan, effectively a wholly-owned subsidiary of 70%-owned subsidiary of HICOM Holdings, effectively 70%-owned subsidiary of () 10%-owned by Tradewinds Resources, a company in which TSSM is an indirect Major Shareholder Associate company of EON, a wholly-owned subsidiary of Associate company of HICOM Holdings, a wholly-owned subsidiary of A company owned by a Person Connected to TSSM A company owned by a Person Connected to 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 an indirect Major Shareholder 100%-owned subsidiary of Creative Franchise Concepts, a company in which TSSM is an indirect Major Shareholder 100%-owned subsidiary of TCB Mining, a company in which TSSM is an indirect Major Shareholder A company in which TSSM is an indirect Major Shareholder 39.25%-owned 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 of this Circular. 8

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 Transacting related party Nature of transaction value as disclosed in the preceding year s Circular to Shareholders Actual value transacted from the last AGM held on 8 September 2015 to last practical date, 30 June 2016 aggregate value of transaction during the Proposed Mandated Period 1. Pos Malaysia HICOM-Teck See Purchase of trays by Pos Malaysia 960 0 960 Purchase of Pallets by Pos Malaysia 600 0 600 Purchase of Pallet Lids by Pos Malaysia 2,000 0 2,000 Purchase of pannier box for motorcycle 10,000 0 10,000 2. Pos Malaysia MODENAS Provision of Corporate Mail Management services by Pos Malaysia 120 0 120 Provision of logistics services by Pos Malaysia 1,700 101 1,700 3. Pos Malaysia Honda Malaysia Purchase of vehicles and payment for maintenance of vehicles by Pos Malaysia 1,000 0 1,000 Provision of Direct Mail services by Pos Malaysia 300 162 300 Provision of logistics services by Pos Malaysia 960 0 1,800 4. Pos Malaysia Euromobil Purchase of vehicles and payment for maintenance of vehicles by Pos Malaysia 1,000 0 1,000 Provision of Direct Mail services by Pos Malaysia 150 0 150 5. Pos Malaysia Edaran Modenas Purchase of motorcycles and payment for parts and maintenance of motorcycles by Pos Malaysia 15,000 2,343 15,000 9

No. Pos Malaysia and/or its subsidiaries Transacting related party Nature of transaction value as disclosed in the preceding year s Circular to Shareholders Actual value transacted from the last AGM held on 8 September 2015 to last practical date, 30 June 2016 aggregate value of transaction during the Proposed Mandated Period 6. Pos Malaysia Proton Edar Purchase of vehicles by Pos Malaysia 10,000 15.5 10,000 Payment for parts and maintenance of vehicles by Pos Malaysia Provision of Corporate Mail Management services by Pos Malaysia 240 0 240 Provision of Direct Mail services by Pos Malaysia 250 0 250 Appointment of Proton Edar as authorised agent of Pos Malaysia to undertake counter acceptance of Pos Laju Courier items 2,500 0.8 2,500 7. Pos Malaysia Automotive Corporation (Malaysia) Purchase of vehicles and payment for maintenance of vehicles by Pos Malaysia 80,000 4,734 80,000 8. Pos Malaysia Leasing Leasing of vehicles by Pos Malaysia 60,000 17,402 60,000 9. Pos Malaysia KLAS Provision of logistics services by Pos Malaysia 15,360 3,296 15,000 Provision of transportation and logistic services by KLAS 20,000 2,935 125,000 Supply of labour services for mail operations by KLAS 4,000 0 4,000 Supply of labour for loading and unloading works by KLAS 2,700 477.7 2,700 10. Pos Malaysia Oriental Summit Provision of modification and repair of mail handling equipment by Oriental Summit 300 0 300 Purchase of roll cages by Pos Malaysia 650 0 650 10

No. Pos Malaysia and/or its subsidiaries Transacting related party Nature of transaction value as disclosed in the preceding year s Circular to Shareholders Actual value transacted from the last AGM held on 8 September 2015 to last practical date, 30 June 2016 aggregate value of transaction during the Proposed Mandated Period 11. Pos Malaysia BMMB Provision of Corporate Mail services by Pos Malaysia 240 139 240 Provision of payment gateway by BMMB for PosOnline 50 2 50 Provision of Shared Banking Services 600 0 600 Marketing, promotion campaigns and contest via NPO by Pos Malaysia 70 0 70 Provision of mobile commerce/online support for business activities by Pos Malaysia 12. Pos Malaysia DHES Provision of integrated facility management and maintenance services by DHES 650 350.3 4,000 13. Pos Malaysia PROTON Provision of Corporate Mail Management services by Pos Malaysia 240 0 240 14. Pos Malaysia Tradewinds Premium Goods (Harrods World Signature Shop) Provision of Direct Mail services by Pos Malaysia 150 0 150 15. Pos Malaysia Malakoff Provision of Pos Solutions Services (formerly known as Total Office Solutions Services) by Pos Malaysia 240 0 240 16. Pos Malaysia HICOM Automotive Manufacturers (Malaysia) Provision of Corporate Mail Management services by Pos Malaysia 240 0 240 17. Pos Malaysia Glenmarie Properties Provision of logistic services by Pos Malaysia 200 0 200 18. Pos Malaysia MPH Bookstores Appointment of MPH Bookstore as authorised agent of Pos Malaysia for selling of prepaid Poslaju at MPH outlets 500 195.7 500 11

No. Pos Malaysia and/or its subsidiaries Transacting related party Nature of transaction value as disclosed in the preceding year s Circular to Shareholders Actual value transacted from the last AGM held on 8 September 2015 to last practical date, 30 June 2016 aggregate value of transaction during the Proposed Mandated Period 19. Pos Malaysia Altel Provision of service over counter by Pos Malaysia on selling of top-up prepaid SIM cards 600 0 600 Provision of network services based on Mobile Virtual Network Operator Model by Altel for New Pos Online s ( NPO ) value added service 1,000 0 1,000 Provision of broadband network services for NPO system by Altel 1,000 0 1,000 20. Pos Malaysia HUC Provision of Direct Mail services by Pos Malaysia 120 62.1 120 Provision of Corporate Mail Management services by Pos Malaysia 120 0 120 Markeing, promotion campaigns and contest via NPO by Pos Malaysia 70 0 70 21. Pos Malaysia Albukhary International University Provision of Corporate Mail Management services by Pos Malaysia 240 0 240 Provision of Direct Mail services by Pos Malaysia 120 0 120 22. Pos Malaysia Gas Malaysia Berhad Commissions from bills payment collected at Pos Malaysia outlets/channels 150 92.3 150 23. Pos Malaysia of and related to TSSM Provision of Pos Solutions Services by Pos Malaysia 8,438 59.4 3,000 Renting of premise by Pos Malaysia 100 22.1 100 Sale of personalised corporate stamps and philatelic items 150 0 150 24. Pos Malasyia KLB Provision of logistics and transportation services by KLB 25,000 16,488.4 117,000 Provision of logistics and transportation services by Pos Malaysia 200 0 1,300 12

No. Pos Malaysia and/or its subsidiaries Transacting related party Nature of transaction value as disclosed in the preceding year s Circular to Shareholders Actual value transacted from the last AGM held on 8 September 2015 to last practical date, 30 June 2016 aggregate value of transaction during the Proposed Mandated Period 25. Digicert ( Digicert ) Commerce Dot Com Provision and implementation of managed Public Key Infrastructure Services by Digicert for NextGen E-Perolehan application 1,087 0 6,500 Provision of Security Information and Event Management by Digicert for Log Radar Solution 900 0 900 26. Pos Malaysia Provision of training programs and training venue to Pos Malaysia 350 96 500 27. Digicert Puncak Tegap Sdn Bhd Provision and implementation of managed Public Key Infrastructure Services by Digicert for etanah 28. Digicert Synergycloud Purchase of new data centre services for Digicert 2,392 0 2,392 500 353.8 500 29. Pos Malaysia SRT-EON Security Services Provision of cash in transit and escort services to Pos Malaysia 1,400 88.7 1,400 30. Pos Malaysia Puspakom Teknik Supply and maintenance of automobile associated equipment to Pos Malaysia. 5,000 0 5,000 31. Pos Malaysia EON Auto Mart /EON Sale of motor vehicles and related spare parts and servicing of vehicles to Pos Malaysia 10,000 0 10,000 32. Pos Malaysia Multi Automotive Service & Assist Provision of vehicle assistance and supply of auto related products and services to Pos Malaysia 5,000 0 5,000 33. Pos Malaysia Commercial Vehicles Purchase of vehicles and payment for maintenance of vehicles by Pos Malaysia 5,000 0 5,000 13

No. Pos Malaysia and/or its subsidiaries Transacting related party Nature of transaction value as disclosed in the preceding year s Circular to Shareholders Actual value transacted from the last AGM held on 8 September 2015 to last practical date, 30 June 2016 aggregate value of transaction during the Proposed Mandated Period 34. Pos Malaysia Rebak Island Marina Berhad Horsedale Development Berhad (Holiday Inn Kuala Lumpur Glenmarie) Marketing, promotions campaigns and contest via NPO by Pos Malaysia Purchase of vouchers by Pos Malaysia 25 0 25 25 0 25 Mutiara- TCB Hotel Management Sdn Bhd 25 0 25 Honda Malaysia 270 0 270 Mitsubishi Motors 270 0 270 ISUZU Malaysia 270 0 270 MODENAS 50 0 50 PROTON Holdings 70 0 270 Suzuki Motocycle Malaysia 70 0 70 HICOM Auto 540 0 540 Glenmarie Properties 20 0 20 35. Pos Malaysia HICOM-Gamuda Development Sdn Bhd Provision of mobile commerce/online support for business activities by Pos Malaysia 20 0 20 Marketing, promotion campaigns and contest via NPO by Pos Malaysia 36. Datapos Tradewinds Travel Printing of brochures by Datapos 5 0 5 37. Pos Malaysia Scott & English Provision of logistic services by Pos Malaysia 100 0 100 38. Datapos Avon Cosmetics Provision of printing and poly wrapping, inserting of pamphlets and catalogs, and provision of bulk mailing services by Datapos 39. Datapos BMMB Provision of printing, inserting of bank statements, supply of paper and envelope, and provision of bulk mailing services by Datapos 1,000 435.4 1,000 200 23.9 200 14

No. Pos Malaysia and/or its subsidiaries Transacting related party Nature of transaction value as disclosed in the preceding year s Circular to Shareholders Actual value transacted from the last AGM held on 8 September 2015 to last practical date, 30 June 2016 aggregate value of transaction during the Proposed Mandated Period 40. 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 41. Datapos Alam Flora Provision of data printing and bulkmailing services by Datapos 42. Datapos SOGO KL Provision of printing services by Datapos 43. 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 10 8 15 500 0 500 720 144 720 804 0 804 44. Pos Malaysia Puncak Semangat Provision of integration service with SSM Portal by Puncak Semangat for identity verification via NPO system Collaboration on Digital TV content under the Malaysian Digital TV Broadcasting project 500 0 500 1,000 0 1,000 45. Pos Malaysia Tradewinds Provision of Corporate Mail Management services by Pos Malaysia 240 0 240 46. Pos Malaysia PNSL Berhad Sales agent for Roll-On Roll- Off services 700 0.9 700 47. Pos Malaysia Angkatan Puncak of Companies Provision of Distribution Services by Pos Malaysia 100 0 300 48. Pos Malaysia of involved in automotive products and services and related businesses Purchase/leasing of motor vehicles by Pos Malaysia 35,000 0 50,000 Supply of related spare parts to Pos Malaysia Provision of maintenance and other services related to the motor vehicles to Pos Malaysia 15

No. Pos Malaysia and/or its subsidiaries Transacting related party Nature of transaction value as disclosed in the preceding year s Circular to Shareholders Actual value transacted from the last AGM held on 8 September 2015 to last practical date, 30 June 2016 aggregate value of transaction during the Proposed Mandated Period 54. Pos Malaysia Tradewinds Corporation of Companies involved in hotels and resorts related businesses Appointment of the of Companies and Bukhary of Companies involved in hotels/resorts as authorised agent of Pos Malaysia for accepting PosLaju courier services 400 0 400 of Companies involved in hotels and resorts related businesses 55. Pos Malaysia HICOM Holdings Proton City Development Corporation Provision of Corporate Mail Management Services by Pos Malaysia 32 26.5 36 8 1.9 16 Glenmarie Properties 55 50 70 Alam Flora 64 53 70 HICOM Builders Auto Solutions HICOM HBPO 7 5.3 12 8 6.4 12 7 5.3 12 PUSPAKOM 79 65.7 84 Horsedale Development Berhad (Glenmarie Golf & Country Club) 30 24.4 36 56. Pos Malaysia KLAS Engineering Services Provision of aircraft and vehicles maintenance, engineering and custom forwarding agent services to Pos Malaysia 3,000 0 3,000 57. Pos Malaysia POIS Provision of Tracking Solution and IT Services (hardware and software) to Pos Malaysia 15,000 0 15,000 17

No. Pos Malaysia and/or its subsidiaries Transacting related party Nature of transaction value as disclosed in the preceding year s Circular to Shareholders Actual value transacted from the last AGM held on 8 September 2015 to last practical date, 30 June 2016 aggregate value of transaction during the Proposed Mandated Period 58. Pos Malaysia subsidiaries Provision of Direct Mail Services by Pos Malaysia 3,000 0 3,000 associates 1,000 0 1,000 jointly-controlled entities 1,000 0 1,000 Zelan of 500 0 500 Tradewinds, Tradewinds Plantation and Tradewinds Corporation of 8,000 0 8,000 Puncak Semangat of 500 0 500 Malakoff of 500 0 500 MMC of 500 0 500 UMLB of 500 0 500 Bukhary Equity of 800 0 800 59. Pos Malaysia ISUZU Malaysia Provision of logistics services by Pos Malaysia 240 0 500 60. Pos Malaysia Mitsubishi Motors Provision of logistics services by Pos Malaysia 240 0 500 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. 18

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 7. Pos Malaysia 8. Pos Malaysia 9. Pos Malaysia 10. Pos Malaysia 11. Pos Malaysia 12. Pos Malaysia 13. Pos Malaysia Transacting related party KLAS HICOM-Honda Manufacturing Malaysia Nature of transactions Provision of food and beverages supply for training to Pos Malaysia Provision of pick-up and delivery services by Pos Malaysia aggregate value of transaction during the Proposed Mandated Period 1,100 MODENAS 300 MYTV Synergycloud Big Dataworks Ez-Drive Mechatronics HICOM Polymer Industry Multi Automotive Service and Assist 300 Provision of fulfilment services for the distribution 30,000 of Digital Terrestrial Television Broadcasting Sets to MYTV. Provision of cloud/hosting platform to 6,800 Pos Malaysia Rental of warehouse (on box basis) by 600 Pos Malaysia Leasing of vehicles by Pos Malaysia 60,000 Purchase of mechanical and electronics products & services by Pos Malaysia Purchase of vehicles spare parts and wear and tear items by Pos Malaysia Pos Malaysia to participate as a merchant in Elite card loyalty program 10,000 5,000 KLB Provision of warehousing services by KLB 1,000 Puncak Semangat of Companies of Companies and related to TSSM 500 Pos Malaysia as agent to sell telco airtime 3,000 Renting of retail/adverstisement space at Pos Malaysia s post offices/outlets, land, vehicles, equipment, merchandises, delivery workforce, websites and portals Sales of merchandises at Pos Malaysia s post offices/outlets Leasing Leasing of Pos Automated Machines 6,000 600 200 19

No. Pos Malaysia and/or its subsidiaries 14. Pos Malaysia 15. Pos Malaysia 16. Pos Malaysia Transacting related party Nature of transactions aggregate value of transaction during the Proposed Mandated Period MPH Bookstores Stamp and philately dealer for Pos Malaysia 300 Naqiz & Partners Altel Provision of legal professional services to Pos Malaysia Collection Agent for Altel s Postpaid Bill Collection Service 17. Datapos Proton Edar Provision of printing, enveloping and provision 300 of mail lodgement services and other incidental services by Datapos PROTON 200 18. Datapos Altel Provision of printing, inserting, supply of paper 100 and enveloping and provision of mail lodgement services by Datapos 19. Pos Malaysia MODENAS Sales agent for vehicles 3,000 Honda Malaysia Mitsubishi Motors Isuzu Malaysia PROTON Holdings Suzuki Motorcycle Malaysia HICOM Auto Commercial Vehicles 200 100 20