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Circular to Shareholders in Relation to the Proposed

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Circular to Shareholders in Relation to the Proposed 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. If you have sold or transferred all your shares in Boustead Heavy Industries Corporation Berhad, you should at once hand this Circular together with the accompanying Proxy Form to the purchaser, transferee or the agent through whom you affected the sale or transfer for onward transmission to the purchaser or transferee. Bursa Malaysia Securities Berhad (“Bursa Malaysia”) has not perused the contents of this Circular prior to its issuance as it is an Exempt Circular pursuant to Paragraph 2.1 of Practice Note 18 of the Bursa Malaysia’s Main Market Listing Requirements. Bursa Malaysia 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. Company No. 197101000758 (11106-V) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF THE 2019 SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE The resolution pertaining to the above proposal will be tabled at the Company’s Forty-Eighth Annual General Meeting to be conducted entirely through live streaming from the broadcast venue at Mutiara 5, Ground Floor, Royale Chulan Damansara, 2 Jalan PJU 7/3, Mutiara Damansara, 47810 Petaling Jaya, Selangor on Tuesday, 21 July 2020 at 9.30 a.m. The Notice of the Company’s Forty-Eighth Annual General Meeting together with the Proxy Form are set out in the Annual Report of Boustead Heavy Industries Corporation Berhad for the financial year ended 31 December 2019 (“Annual Report 2019”), which are available to be downloaded from the Company’s website at www.bhic.com.my or Bursa Malaysia’s website at www.bursamalaysia.com. In line with the Government’s initiative to curb the spread of the Coronavirus Disease 2019 (COVID-19) and the Guidance Note on the Conduct of General Meetings for Listed Issuers issued by the Securities Commission Malaysia on 18 April 2020, the Company’s Forty-Eighth Annual General Meeting will be conducted on a virtual basis through live streaming whilst the online remote voting will be via Remote Participation and Voting (“RPV”). Both facilities are available on Tricor Investor & Issuing House Services Sdn Bhd (“Tricor”)’s TIIH Online website at https://tiih.online. Please follow procedures provided in the Administrative Notes for the Company’s Forty- Eighth Annual General Meeting provided together with the Annual Report 2019 in order to register, participate and vote remotely via the RPV facilities. You may appoint the Chairman of the Meeting as your proxy and indicate the voting instruction in the Proxy Form. Please complete and deposit the Proxy Form at the office of the Company’s Share Registrar, Tricor, located at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur or its Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, not later than 48 hours before the time of the meeting. You may also submit the Proxy Form electronically via TIIH Online website at https://tiih.online. The return of the completed 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 : 19 July 2020 at 9.30 a.m. Date and Time of the Forty-Eighth Annual General Meeting : 21 July 2020 at 9.30 a.m. This Circular is dated 22 June 2020 DEFINITIONS: Except where the context otherwise requires, the following definitions shall apply throughout this Circular:- (Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include corporations.) “The Act” : Companies Act 2016. “ADT” : BHIC Allied Defence Technology Sdn Bhd 199601012036 (384385-U). “AGM” : Annual General Meeting. “BDT” : BHIC Defence Techservices Sdn Bhd 199801000165 (456291-H). “BEAT” : BHIC Electronics and Technologies Sdn Bhd 200301021110 (623530-W). “BHB” : Boustead Holdings Berhad 196001000193 (3871-H). “BHIC” or “the Company” : Boustead Heavy Industries Corporation Berhad 197101000758 (11106-V). “BHICDT” : BHIC Defence Technologies Sdn Bhd 199601019744 (392096-U). “BHIC Group” or “Group” : BHIC and its subsidiaries. “BL Shipyard” : Boustead Langkawi Shipyard Sdn Bhd 200001021191 (523798-K). “BMTA” : BHIC Marine Technology Academy Sdn Bhd 199901001479 (476379-X). “BNS” : Boustead Naval Shipyard Sdn Bhd 199001007732 (199302-K). “BNT” : BHIC Navaltech Sdn Bhd 199701009472 (424968-A). “Board” : The Board of Directors of BHIC. “BP Shipyard” : Boustead Penang Shipyard Sdn Bhd 197201000156 (11795-W). “BRSB” : Boustead Realty Sdn Bhd 199301015908 (270648-A). “BSES” : BHIC Submarine Engineering Services Sdn Bhd 200301029101 (631521-V). “BTS” : Boustead Travel Services Sdn Bhd 197201000101 (11708-P). “Bursa Malaysia” : Bursa Malaysia Securities Berhad. “CMSA” : Capital Markets and Services Act 2007, including all amendments made from time to time and any re-enactment thereof. “DDI” : Dominion Defence & Industries Sdn Bhd 199001001175 (192736-W). i DEFINITIONS (cont’d): “Director” : Shall have the meaning given in Section 2(1) of CMSA and for the purpose of the Proposal includes any person who is or was within the preceding 6 months of the date on which the terms of the transactions were agreed upon, a Director of BHIC (or any other company which is its subsidiary or holding company or a chief executive officer of BHIC, its subsidiary, or holding company). “Listing Requirements” : Main Market Listing Requirements of Bursa Malaysia as amended from time to time and any re-enactment thereof. “LOA" : Limits of Authority “LTAT” : Lembaga Tabung Angkatan Tentera, a statutory body established under the Tabung Angkatan Tentera Act 1973. “Major Shareholder” : A person who has an interest or interests in one or more voting shares in BHIC and the number or aggregate number of those shares, is:- a) 10% or more of the total number of voting shares in BHIC; or b) 5% or more of the total number of voting shares in BHIC where such person is the largest shareholder of the company. For the purpose of this definition, “interest” shall have the meaning of “interest in shares” given in Section 8 of the Act. It also includes any person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, a Major Shareholder (as defined above) of BHIC or any other company which is its subsidiary or holding company. “Proposal” : Proposed Renewal of Shareholders’ Mandate. “Proposed Renewal of : Proposed renewal of the 2019 Shareholders’ Mandate. Shareholders’ Mandate” “Person Connected” : Shall be as defined in Chapter 1 of the Listing Requirements. “Recurrent Related Party : A recurrent related party transaction of a revenue or trading nature Transaction” which is necessary for day to day operations and is entered into by the Company or its subsidiaries in the ordinary course of business which involves the interest, direct or indirect, of a Related Party. “Related Party” : A Director, Major Shareholder or a Person Connected with such Director or Major Shareholder. “RM” and “sen” : Ringgit Malaysia and sen, respectively. “2019 Mandate” : The shareholders’ mandate obtained on 23 April 2019 for the BHIC Group to enter into Recurrent Related Party Transactions. “2020 Mandate” : The shareholders’ mandate to be obtained at the Company’s forthcoming AGM for BHIC Group to enter into Recurrent Related Party Transactions. ii CONTENTS PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE Page 1. INTRODUCTION 1 2. PROPOSED SHAREHOLDERS’ MANDATE 2 3. STATEMENT BY THE AUDIT COMMITTEE 13 4. RATIONALE AND BENEFIT 13 5. CONDITION OF THE PROPOSAL 13 6. FINANCIAL EFFECT OF THE PROPOSAL 13 7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST 14 8. DIRECTORS’ RECOMMENDATION 14 9. AGM 14 10. FURTHER INFORMATION 15 APPENDIX I – FURTHER INFORMATION 16 iii Company No. 197101000758 (11106-V) (Incorporated in Malaysia) Registered Office: 17th Floor, Menara Boustead 69 Jalan Raja Chulan 50200 Kuala Lumpur 22 June 2020 Board of Directors: YBhg Admiral Tan Sri Dato’ Seri Ramlan Mohamed Ali (Retired) (Non-Executive Chairman) Admiral Tan Sri Dato’ Seri Panglima (Dr.) Ahmad Kamarulzaman Ahmad Badaruddin (Independent/Non-Executive Director) YBhg Tan Sri Dato’ Wira Aziah Ali (Independent/Non-Executive Director) YBhg Dato’ Maznah Abdul Jalil (Non-Independent/Non-Executive Director) YBhg Vice Admiral Dato’ Syed Zahiruddin Putra Syed Osman (Retired) (Independent/Non-Executive Director) (Dr.) Salihin Abang (Independent/Non-Executive Director) Hajah Saadatul Nafisah Bashir Ahmad (Independent/Non-Executive Director) Puan Rozi Baharudin (Independent/Non-Executive Director) Encik Izaddeen Daud (Non-Independent/Non-Executive Director) To: The Shareholders of BOUSTEAD HEAVY INDUSTRIES CORPORATION BERHAD Dear Sir/Madam, BOUSTEAD HEAVY INDUSTRIES CORPORATION BERHAD PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1. INTRODUCTION In accordance with Part E, Chapter 10.09 of the Listing Requirements, the Company has obtained the 2019 Shareholders’ Mandate to enter into Recurrent Related Party Transactions at the Company’s Annual General Meeting on 23 April 2019. The 2019 Shareholders’ Mandate shall, in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming AGM unless authority for its renewal is obtained from the shareholders of the Company at the AGM. Accordingly, on 10 June 2020 the Company announced to the Bursa Malaysia its intention to seek shareholders’ approval of the Proposal at the forthcoming AGM.
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