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TUNE PROTECT GROUP BERHAD CIRCULAR to SHAREHOLDERS in Relation to the PROPOSED RENEWAL of EXISTING SHAREHOLDERS' MANDATE

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TUNE PROTECT GROUP BERHAD CIRCULAR to SHAREHOLDERS in Relation to the PROPOSED RENEWAL of EXISTING SHAREHOLDERS' MANDATE THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. TUNE PROTECT GROUP BERHAD (Company No. 948454-K) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS in relation to the PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED RENEWAL OF RRPT MANDATE”) The ordinary resolution in respect of the above proposal will be tabled as Special Business at our Annual General Meeting ("AGM") to be held at Nexus 2 Ballroom, Level 3A, Connexion Conference & Event Centre @ Nexus, No 7, Jalan Kerinchi, Bangsar South City, 59200 Kuala Lumpur on Friday, 1 June 2018 at 10.00 a.m. The Notice of the AGM together with the Form of Proxy are despatched together with this Circular. You are entitled to attend and vote at our AGM or appoint a proxy or proxies to attend and vote on your behalf. If you wish to do so, you must deposit the Form of Proxy at the office of our Registered Office Level 9, Wisma Tune, No.19, Lorong Dungun, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan not less than 48 hours before the date and time fixed for our AGM. The lodging of the Form of Proxy will not preclude you from attending and voting in person at our AGM should you subsequently wish to do so. Last day and time for lodging the Form of Proxy : Wednesday, 30 May 2018 at 10.00 a.m. Date and time of our AGM : Friday, 1 June 2018 at 10.00 a.m. This Circular is dated 4 May 2018 THE PAGE IS INTENTIONALLY LEFT BLANK 2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular: Act : Companies Act, 2016, as amended from time to time and any re-enactment thereof AGM : Annual general meeting AirAsia : AirAsia Berhad and its affiliates, namely PT Indonesia AirAsia and Thai AirAsia Co. Ltd, collectively or individually as the context requires AirAsia X : AirAsia X Berhad Audit Committee : Our audit committee, presently comprising Mohamed Rashdi bin Mohamed Ghazalli, Ng Soon Lai @ Ng Siek Chuan and Tan Ming-Li Board : Board of Directors of TPG Bursa Securities : Bursa Malaysia Securities Berhad (635998-W) CMSA : Capital Markets and Services Act 2007, as amended from time to time and any re-enactment thereof Director(s) : Shall have the same meaning given in Section 2(1) of the CMSA and for the purpose of the Proposed Renewal of RRPT Mandate, includes any person who is or was within the preceding six months of the date on which the terms of the transaction were agreed upon, a director or a chief executive of our Company, our subsidiary or holding company, in accordance with the definition in Chapter 10 of the Listing Requirements EGM : Extraordinary general meeting Listing Requirements : Main Market Listing Requirements of Bursa Securities, as amended or expanded from time to time LPD : 2 April 2018, being the latest practicable date prior to the issuance of this Circular Major Shareholder(s) : A person who has an interest or interests in one or more voting shares in our Company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is: (a) 10% or more of the aggregate of the nominal amounts of all the voting shares in our Company; or (b) 5% or more of the aggregate of the nominal amounts of all the voting shares in our Company where such person is the largest shareholder of our Company. For the purpose of this definition, “interests in shares” has the meaning given in Section 8 of the Act. For the purpose of the Proposed Shareholders’ Mandate, Major Shareholder (as defined above) includes any person who is or was within the preceding six months of the date on which the terms of the transaction were agreed upon, a Major Shareholder of our Company or any other corporation which is our Company's subsidiary or holding company NA : Not applicable Person(s) Connected : Shall have the same meaning given in Paragraph 1.01 of the Listing Requirements Proposed Renewal of RRPT : Proposed renewal of existing shareholders’ mandate shareholders’ Mandate mandate for the RRPTs set out in Section 2.4 of this Circular entered or to be entered by our Company and/or subsidiaries in the ordinary course of business Related Party(ies) : Our Directors, Major Shareholders and/or Persons Connected to any of our Directors and/or Major Shareholders i DEFINITIONS (Cont’d) RM and sen : Ringgit Malaysia and sen, the lawful currency of Malaysia RRPT(s) : Transactions entered into or proposed to be entered into by our Company and/or subsidiaries which involve the interest, direct or indirect, of the Related Parties and which are recurrent, of a revenue or trading nature and which are necessary for the day-to-day operations of our Company or subsidiaries TPG or Company : Tune Protect Group Berhad (948454-K) Group : TPG and its subsidiaries, associate and joint venture partner TPG Share(s) or Share(s) : Ordinary shares in our Company TPM : Tune Insurance Malaysia Berhad (30686-K), our 83.26%-owned subsidiary TIPCC : Tune Insurance PCC Ltd (PCC11332), a wholly-owned subsidiary of TPR TDL : Tune Direct Ltd (LL09836), our wholly-owned subsidiary TDM : Tune Direct (M) Sdn Bhd (1061402-U), a wholly-owned subsidiary of TDL TPR : Tune Protect Re Ltd (LL08072), our wholly-owned subsidiary Travel Protection Plan : The travel insurance product currently branded as “Tune Protect Travel Insurance by AirAsia” which is offered to the customers of AirAsia and underwritten by our local insurance partners, and in Malaysia by TPM Tune Air : Tune Air Sdn Bhd (548526-V) Tune Live : Tune Live Sdn Bhd (948620-U) Tune Group : Tune Group Sdn Bhd (798868-P) All references to "our Company" in this Circular means Tune Protect Group Berhad and references to "our Group" mean our Company and our subsidiaries, associate and joint venture partner. References to "we", "us", "our" and "ourselves" mean our Company, or where the context otherwise requires, our Group. All references to "you" in this Circular mean the shareholders of our Company, unless the context otherwise requires. Words denoting the singular shall include the plural and vice versa, and words denoting the masculine gender shall, where applicable, include the feminine and/or neuter genders, and vice versa. References to persons shall include corporations and vice versa. Any reference to any enactment in this Circular is a reference to that enactment as for the time being amended or re-enacted. Any reference to time of day in this Circular is a reference to Malaysian time, unless otherwise stated. ii TABLE OF CONTENTS Page LETTER TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF RRPT MANDATE CONTAINING: 1. INTRODUCTION ………………………………………………………………………………….. 1 2. PROPOSED RENEWAL OF RRPT MANDATE ……………………………………………. 2 3. RATIONALE AND BENEFITS OF THE PROPOSED RENEWAL OF RRPT MANDATE 13 4. EFFECTS OF THE PROPOSED RENEWAL OF RRPT MANDATE …………………......... 13 5. APPROVAL REQUIRED ……………………………………………………………………… 13 6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS ……….. 13 CONNECTED TO THEM 7. DIRECTORS’ RECOMMENDATION ……………………………………………………….. 14 8. AGM ………………………………………………………………………………………………. 14 9. FURTHER INFORMATION ……………………………………………………………………… 15 APPENDIX FURTHER INFORMATION …………………………………………………………………………… 16 iii THE PAGE IS INTENTIONALLY LEFT BLANK iv TUNE PROTECT GROUP BERHAD (Company No. 948454-K) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office Level 9, Wisma Tune No.19, Lorong Dungun Damansara Heights, 50490 Kuala Lumpur Wilayah Persekutuan 4 May 2018 Board of Directors: Ng Soon Lai @ Ng Siek Chuan (Chairman and Senior Independent Non-Executive Director) Datuk Kamarudin bin Meranun (“Datuk Kamarudin”) (Non-Independent Non-Executive Director) Tan Ming-Li (Independent Non-Executive Director) Mohamed Rashdi bin Mohamed Ghazalli (Independent Non-Executive Director) Siegtraund Teh Siew Foong (Non-Independent Non-Executive Director) To: Our shareholders Dear Sir/Madam, PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1. INTRODUCTION At the Sixth AGM held on 22 May 2017, our Company had obtained a general mandate from our shareholders for our Company and/or subsidiaries to enter into the RRPTs as set out in the Circular to Shareholders dated 28 April 2017. The said general mandate obtained from our shareholders shall in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming Seventh AGM unless authority for its renewal is obtained from our shareholders at the said AGM. Our Board had on 20 March 2018 announced our intention to seek your approval at our forthcoming Seventh AGM for the Proposed Renewal of RRPT Mandate. The purpose of this Circular is to provide you with details of the Proposed Renewal of RRPT Mandate together with our Board’s recommendation and to seek your approval for the resolution pertaining to the Proposed Renewal of RRPT Mandate to be tabled at our forthcoming AGM, the notice of which is despatched together with this
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