Subject : BOUSTEAD HOLDINGS BERHAD ( BHB OR the COMPANY )

TYPE : ANNOUNCEMENT (TRANSACTIONS CHAPTER 10 OF LISTING REQUIREMENTS) - RPT

SUBJECT : BOUSTEAD HOLDINGS BERHAD (“BHB” OR “THE COMPANY”) – CONTRACT FOR DESIGN, PURCHASE, CONSTRUCTION AND COMMISSIONING THE PROVISION OF HANGAR FOR PANEL/BLOCK ASSEMBLY ACTIVITY (LOCATION 78) AND TWO (2) VESSEL CONSOLIDATION ON TRANSFER RAIL (LOCATION 77) FOR BOUSTEAD NAVAL SHIPYARD SDN BHD AT PANGKALAN TLDM, LUMUT, PERAK BY BOUSTEAD ATLAS HALL SDN BHD

CONTENT:

1. INTRODUCTION

We refer to the announcement dated 30 January 2014 in relation to the Letter of Award by Boustead Naval Shipyard Sdn Bhd (“BNS”) of a Contract to Boustead Atlas Hall Sdn Bhd (formerly known as Atlas Hall Sdn Bhd) (“BAH”).

The Company wishes to announce that, BNS (“Client”) had on 25 April 2014, signed a contract appointing BAH (“Contractor”) as the main contractor for the Design, Purchase, Construction and Commissioning the Provision of Hangar for Panel/Block Assembly Activity (Location 78) and Two (2) Vessel Consolidation (Location 77) (“Contact”) for BNS at Pangkalan TLDM, Lumut, Perak.

Both BNS and BAH are subsidiaries of BHB. BHB holds 68.9% direct shareholding in BNS and 51% indirect shareholding in BAH.

2. PARTICULARS OF THE TRANSACTION

a. Information on BNS

BNS is a company incorporated in Malaysia, having its registered address at 17th Floor, Menara Boustead, 69 Jalan Raja Chulan, 50200 Kuala Lumpur. It is involved in construction, repair and maintenance of boats and yachts and owns a shipyard in Langkawi.

b. Information on BAH

BAH is a company incorporated in Malaysia, having its registered address at 28th Floor, Menara Boustead, 69 Jalan Raja Chulan, 50200 Kuala Lumpur. It is involved in oil and gas engineering agency services.

c. Background of the Transaction

On 30 January 2014, BNS had awarded BAH a Contract for the Design, Purchase, Construction and Commissioning the Provision of Hangar for 1 Panel/Block Assembly Activity (Location 78) and Two (2) Vessel Consolidation (Location 77) for BNS at Pangkalan TLDM, Lumut, Perak.

2 Pursuant to the Letter of Award, BNS had signed the contract with BAH for the awarded works on 25 April 2014.

d. The Contract Value

The Contract Price is Ringgit Malaysia Twenty Six Million Five Hundred Ninety Seven Thousand Five Hundred only (RM26,597,500-00) (“Contract Price”) excluding 6% Government Service Tax.

The Contract Price was negotiated and agreed after taking into account the estimated cost of building, the specifications (including machinery, engine and equipment to be provided) and allowing for a profit mark up in line with industry norms.

e. Duration of the Contract

1. The Contract commenced works beginning of 15th December 2013 (hereinafter referred as to the “Commencement Date”) and shall complete:

i) on or before 5th September 2014 for the Design, Purchase, Construction and Commissioning the Provision of Hangar For Panel/Block Activity( (Location 78); and

ii) on or before 31st December 2014 for the Design, Purchase, Construction and Commissioning of Two (2) Vessel Consolidation on Transfer Rail (Location 77);

2. The Contractor agreed that a sum equivalent to zero point zero five percent (0.05%) from the Contract Price per day shall be paid by the Contractor to the Client or deducted by the Client from any payment due to the Contractor as a Liquidated Ascertained Damages.

The Liquidated Ascertained Damages as mentioned above shall not be applicable for any days delay attributed to the conduct/act/omission of the Client only.

3. SOURCE OF FUNDING

BNS intends to finance the Contract from internal sources of funds.

4. FINANCIAL EFFECTS OF THE SUBCONTRACT

4.1 Earnings

The Contract is not expected to have any material effect on the earnings of BHB.

3 4.2 Net assets

The Contract is not expected to have any material impact on the net assets of BHB for the financial year ending 31 December 2014.

4.3 Gearing

The Contract is not expected to have any material effect on the gearing of BHB.

4.4 Share Capital and Substantial Shareholders’ Shareholdings

The Contract will not have any effect on the share capital nor the shareholdings of substantial shareholders’ of BHB.

5. THE HIGHEST PERCENTAGE RATIO

The highest percentage ratio applicable to the transaction pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 0.51%.

6. RATIONALE FOR THE TRANSACTION

The Contract satisfies the business needs of BNS and BAH, fosters collaboration and enables the BHB Group to better harness and utilize its resources.

7. RISK FACTORS

The performance of the contract is subject to the normal risks. Mitigating factors include the close rapport and collaboration between group companies.

8. PARTICULARS OF LIABILITIES, INCLUDING CONTINGENT LIABILITIES AND GUARANTEES TO BE ASSUMED BY THE COMPANY ARISING FROM THE CONTRACT

BHB is not a party to the Contract. Accordingly, there are no liabilities, including contingent liabilities, to be assumed by BHB arising from the Contract.

9. APPROVAL OF SHAREHOLDERS AND THE GOVERNMENT AUTHORITIES

4 The Contract is a related party transaction pursuant to the provisions of Rule 10.08 of the Listing Requirements of Bursa Malaysia Securities Berhad but it does not exceed the 5% percentage ratio as defined therein.

The contract is not subject to the approval of the shareholders of BHB nor any government authorities.

5 10. STATEMENT BY THE BOARD OF DIRECTORS

The Board of Directors (except the Interested Directors), after careful deliberations on the Contract, is of the opinion that the Contract is in the best interest of the Company.

11. STATEMENT BY THE AUDIT COMMITTEE

The Audit Committee of BHB having considered all aspects of the Contract, including rationale, financial effects and risks associated with the transaction, is of the view that the Contract is in the best interest of the Company, fair, reasonable and on normal commercial terms and not detrimental to the interest of minority shareholders.

12. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

Save as disclosed below, none of the directors, major shareholders and/or persons connected to them have any interest, direct or indirect, in the Contract.

The Contract is deemed as a related party transaction under the Main Market Listing Requirements due to the following:-

(i) Major Shareholders’ Interests

(a) BHB, a conglomerate with diverse business operation and listed on the Bursa Securities Main Board, holds 68.9% direct shareholding in BNS and 51% indirect shareholding in BAH.

(b) Lembaga Tabung Angkatan Tentera (“LTAT”), a local statutory body established by the Tabung Angkatan Tentera Act, 1973, holds 58.2% direct shareholding in BHB and 10.4% direct shareholding in BNS.

(ii) Directors’ Interest

(a) Y. Bhg Tan Sri Dato’ Seri Lodin Bin Wok Kamaruddin is the Chief Executive of LTAT, Deputy Chairman and Group Managing Director of BHB, and is also a director of BNS and BAH. He holds 28,192,758 BHB shares.

13. DOCUMENT AVAILABLE FOR INSPECTION

The Contract is available for inspection at the registered office of BNS at 17th Floor, Menara Boustead, 69 Jalan Raja Chulan, 50200 Kuala Lumpur during normal business hours from Monday to Friday (except public holidays), for a period of one (1) month from the date of this announcement.

6 This announcement is dated 28 April 2014.