Eco World International Berhad Circular To

THISTHIS CIRCULARCIRCULAR ISIS IMPORTANTIMPORTANT ANDAND REQUIRESREQUIRES YOURYOUR IMMEDIATEIMMEDIATE ATTENTIONATTENTION

IFIF YOUYOU AREARE ININ ANYANY DOUBTDOUBT ASAS TOTO THETHE COURSECOURSE OFOF ACTIONACTION TOTO BEBE TAKEN,TAKEN, YOUYOU SHOULDSHOULD CONSULTCONSULT THISIFTHIS YOU CIRCULARCIRCULAR ARE IN ANY ISIS IMPORTANTIMPORTANT DOUBT AS AND ANDTO THE REQUIRESREQUIRES COURSE YOURYOUR OF ACTIONIMMEDIATEIMMEDIATE TO ATTENTIONBEATTENTION TAKEN, YOU SHOULD CONSULT YOURYOUR STOCKBROKER,STOCKBROKER, BANKBANK MANAGER,MANAGER, SOLICITOR,SOLICITOR, ACCOUNTANTACCOUNTANT OROR OTHEROTHER INDEPENDENTINDEPENDENT ADVISER IMMEDIATELY. IFADVISERIF YOUYOU AREARE IMMEDIATELY. ININ ANYANY DOUBTDOUBT ASAS TOTO THETHE COURSECOURSE OFOF ACTIONACTION TOTO BEBE TAKEN,TAKEN, YOUYOU SHOULDSHOULD CONSULTCONSULT YOURYOUR STOCKBROKER,STOCKBROKER, BANKBANK MANAGER,MANAGER, SOLICITOR,SOLICITOR, ACCOUNTANTACCOUNTANT OROR OTHEROTHER INDEPENDENTINDEPENDENT BursaBursa MMalaysiaalaysia SecuritiesSecurities BerhadBerhad hashas notnot perusedperused thethe cocontentsntents ofof thisthis CircularCircular priorprior toto itsits issuanceissuance andand takestakestakes nonono ADVISERADVISER IMMEDIATELY.IMMEDIATELY. responsibilityresponsibilityresponsibility forforfor thethethe contentscontentscontents ofofof thisthisthis Circular,Circular,Circular, makesmakesmakes nonono representationrepresentationrepresentation asasas tototo itsitsits accuracyaccuracyaccuracy ororor completenesscompletenesscompleteness andandand expressly disclaims any liability whatsoever for any loss howsoever arising from or iin reliance upon the whole or BursaexpresslyBursa MMalaysiaalaysia disclai SecuritiesSecuritiesms any liability BerhadBerhad whatsoever hashas notnot perusedperused for any the theloss coco howsoeverntentsntents ofof thisthis arising CircularCircular from priorprior or i n toto reliance itsits issuanceissuance uponand andthe takeswholetakes no noor any part of the contents of this Circular. responsibilityanyresponsibility part of the forfor contents thethe contentscontents of this of ofCircular. thisthis Circular,Circular, makesmakes nono representationrepresentation asas toto itsits accuracyaccuracy oror completenesscompleteness andand expresslyexpressly disclaidisclaimsms anyany liabilityliability whatsoeverwhatsoever forfor anyany lossloss howsoeverhowsoever arisingarising fromfrom oror inin reliancereliance uponupon thethe wholewhole oror anyany partpart ofof thethe contentscontents ofof thisthis Circular.Circular.

ECOECO WORLDWORLD INTERNATIONALINTERNATIONAL BERHADBERHAD (Company(Company(Company No.No.No. 10598501059850---A)A) (Incorporated(Incorporated(Incorporated ininin Malaysia)Malaysia)Malaysia) ECOECO WORLDWORLD INTERNATIONALINTERNATIONAL BERHADBERHAD (Company No. 1059850-A) (Company No. 1059850-A) (Incorporated in Malaysia) (Incorporated in Malaysia)

CIRCULARCIRCULAR TOTO SHAREHOLDERSSHAREHOLDERS INININ RELATIONRELATIONRELATION TOTOTO THETHETHE

CIRCULARCIRCULAR TOTO SHAREHOLDERSSHAREHOLDERSININ RELATIONRELATION TOTO THETHE PROPOSEDPROPOSED RENEWALRENEWAL OFOF SHAREHOLDERS’SHAREHOLDERS’ MANDATEMANDATE FORFOR EXISTINGEXISTING RECURRENTRECURRENT RELATEDRELATED PARTYPARTY TRANSACTIONSTRANSACTIONS OFOF AA REVENUEREVENUE OROR TRADINGTRADING NATURENATURE (“RRPT”)(“RRPT”)(“RRPT”) ANDANDAND PROPOSEDPROPOSEDPROPOSEDPROPOSED RENEWALRENEWAL NEWNEWOFOF SHAREHOLDERSHAREHOLDER SHAREHOLDERS’SHAREHOLDERS’S’S’MANDATEMANDATEMANDATEMANDATE FORFOR FORFOR ADDITIONALADDITIONAL EXISTINGEXISTING RECURRENTRECURRENT RRPTRRPT RELATEDRELATED PARTYPARTY TRANSACTIONSTRANSACTIONS OFOF AA REVENUEREVENUE OROR TRADINGTRADING NATURENATURE(“RRPT”)(“RRPT”) ANDAND PROPOSEDPROPOSED NEWNEW SHAREHOLDERSHAREHOLDERS’S’MANDATEMANDATE FORFOR ADDITIONALADDITIONAL RRPTRRPT th TheThe aboveabove proposalproposalsswillwill bebe tabledtabled atat thethe FifFifthththAnnualAnnual GeneralGeneral MeetingMeeting (“(“55ththth AGMAGM”””)))ofofourour CompanyCompany... TheTheThe NoticeNoticeNotice ofofof thethetheAGMAGM togethertogether withwith thethe ProxyProxy FormForm areare setset outout inin thethe 20120188AnnualAnnual ReportReport ofof ourour CompanyCompany whichwhich isis despatcheddespatched togetherThetogethertogether above withwithwith proposal thisthisthis Circular.Circular.Circular.s will be tabled at the Fifth Annual General Meeting (“ th ”) of our Company. The Notice of The above proposals will be tabled at the Fifth Annual General Meeting (“55th AGMAGM”) of our Company. The Notice of the AGM together with the Proxy Form are set out in the 2018 Annual Report of our Company which is despatched theAsAs aAGMa shareholder,shareholder, together with youyou canthecan Proxy appointappoint Form notnot morearemore set tthanhan out two twoin the proxiesproxies 2018 totoAnnual attendattend Report andand votevote of our onon youryourCompany behalf.behalf.which IfIf youyou is areare despatched unableunable toto together with this Circular. th togetherattendattend andand with votevote this inCircular.in personperson atat thethe 55ththth AGM,AGM, youyou areare requestedrequested toto completecomplete thethe enclosedenclosed ProxyProxy FormForm ininin thethethe 201820182018 Annual Report and deposit it at the office of the Share Registrar of our Company,, Boardroom Share Registrars Sdn AsAnnualAs aa shareholder,shareholder, Report and youyou deposit cancan appoint appointit at the not notoffice moremore of tthethanhan Share twotwo proxiesproxies Registrar toto attendattendof our andComand votevotepany onon, Boardroom youryour behalf.behalf. Share IfIf youyou Registrars areare unableunable Sdn toto Bhd (formerly(formerly knownknown asas Symphony thShare Registrars Sdn Bhd)) at Level 6, Symphony House, Pusat Dagangan Dana attendBhdattend (formerly andand votevote known inin personperson as Symphony atat thethe 55 thShareAGM,AGM, Registrars youyou areare requestedSdnrequested Bhd) at toto Level completecomplete 6, Symphony thethe enclosedenclosed House, ProxyProxy Pusat FormForm Daganganinin thethe 2018Dana2018 1,Annual1, JalanJalan Report PJUPJU 1A/46,1A/46,and deposit 4730147301 it PetalingPetaling at the office Jaya,Jaya, of SelangorSelangor the Share DarulDarul Registrar Ehsan,Ehsan, of Malaysia,Malaysia,our Company notnot ,lesslessBoardroom thanthan 4848 Sharehourshours beforeRegistrarsbefore thethe timSdntimee Annual Report and depositth it at the office of the Share Registrar of our Company, Boardroom Share Registrars Sdn sBhdsetet for for(formerly holdingholding knownthethethe 55thth thasAGMAGM Symphony oror anyany Shareadjournmentadjournment Registrars thereof.thereof. Sdn TheBhdThe ) lodginglodgingat Level ofof 6, thethe Symphony ProxyProxy FormForm House,willwill Pusat notnot precludepreclude Dagangan youyou Dana fromfrom Bhd (formerly known as Symphony Shareth Registrars Sdn Bhd) at Level 6, Symphony House, Pusat Dagangan Dana attending1,attending Jalan PJU andand 1A/46, votingvoting 47301inin personperson Petaling atat thethe Jaya,55ththth AGMAGM Selangor shouldshould Darul youyou subsequently subsequentlyEhsan, Malaysia, wishwish not toto do doless soso than... 48 hours before the time 1, Jalan PJU 1A/46, 47301th Petaling Jaya, Selangor Darul Ehsan, Malaysia, not less than 48 hours before the time set for holding the 5th AGM or any adjournment thereof. The lodging of the Proxy Form will not preclude you from sDateet for and holding time theof the 5 AAGMGM or any adjournmentth thereof.:: Wednesday The lodging,, 27 Marchof the 2019ProxyatForm 10::30willa.m. not orpreclude any adjournment you from attendingDate and timeand votingof the inAGM person at the 5th AGM should: Wednesday you subsequently, 27 March wish 2019 to doat so 1.0:30 a.m. or any adjournment attending and voting in person at the 5 AGM shouldthereofthereofthereof you subsequently wish to do so. DateVenueDateVenue andand ofof time thetimethe A A ofofGMGM thethe AAGMGM :::: WednesdayEcoWorldWednesdayEcoWorld GalleryGallery,,2727 MarchMarch @@ EcoEco 20192019 GrandeurGrandeuratat 1100::3030a.m.a.m. oror anyany adjournmentadjournment thereof thereofLotLot 6232,6232, PersiaranPersiaran MokhtarMokhtar Dahari,Dahari, VenueVenue ofof thethe AAGMGM :: EcoWorldEcoEcoWorldEco GrandeurGrandeur GalleryGallery @@ EcoEco GrandeurGrandeur Lot42300Lot42300 6232,6232,BandarBandar PersiaranPersiaran PuncakPuncak MokhtarMokhtar Alam,Alam, Dahari,Dahari, EcoSelangorEcoSelangor GrandeurGrandeur DarulDarul Ehsan,Ehsan, MalaysiaMalaysia 42300 Bandar Puncak Alam, 42300(((GPSGPS CoordinatesBandarCoordinates Puncak:::3.225565,3.225565, Alam, 101.455361;101.455361; Selangor Darul Ehsan, Malaysia SelangorWazeWaze LocationLocation Darul Ehsan,:::EcoEco GrandeurGrandeur MalaysiaSalesSales Gallery)Gallery) (GPS Coordinates: 3.225565, 101.455361; LastLast datedate andand timetime forfor lodginglodging thethe ProxyProxy FormForm ::: (Monday,GPSMonday, Coordinates2525 MarchMarch : 201920193.225565,atat 1100: ::30101.455361;30a.ma.m... : Eco Grandeur Sales Gallery) WazeWaze LocationLocation: Eco Grandeur Sales Gallery) LastLast datedate andand timetime forfor lodginglodging thethe ProxyProxy FormForm :: Monday,Monday,2525 MarchMarch 20192019atat 1100::3030a.ma.m.. ThisThis CircularCircular isis dateddated 2266 FebruaryFebruary 20192019

ThisThis CircularCircular isis dateddated 2266 FebruaryFebruary 20192019 DEFINITIONS DEFINITIONS DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this CircExceptular: where the context otherwise requires, the following definitions shall apply throughout this CircExceptular: 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- Act : Companiesenactment thereof Act 2016, as amended from time to time and any re- Act : enactmentCompanies thereof Act 2016, as amended from time to time and any re- AGM : enactmentAnnual General thereof Meeting AGM : Annual General Meeting BoardAGM : AnnualBoard of General Directors Meeting of EcoWorld International Board : Board of Directors of EcoWorld International BursaBoard Malaysia : BoardBursa Malaysiaof Directors Securities of EcoWorld Berhad International Bursa Malaysia : Bursa Malaysia Securities Berhad Director(s)Bursa Malaysia : BursaShall have Malaysia the meaningSecurities given Berhad in Section 2(1) of the Capital Market Director(s) : ShallServices have A thect, meaning2007, and given for in Sectionthe purpose 2(1) of theof theCapital Proposed Market Director(s) : Shareholders’SShallervices have A thect, Mandate, meaning2007, and includesgiven for in anySectionthe person purpose 2(1) who of istheof or theC wasapital Proposedwithin Market the precedingShareholders’Services sixAct, months Mandate, 2007, of theandincludes date for on anythe which person purpose the whoterms isof of or the was transaction Proposedwithin the wereprecedingShareholders’ agre edsix upon,months Mandate, a directorof theincludes date or aon any c hiefwhich person executive the whoterms ofis oforour the was Group transaction within the werepreceding agre edsix upon,months a directorof the date or aon c hiefwhich executive the terms of ofour the Group transaction EcoWorld-Ballymore : wereCollectively, agreed upon,EcoWorld a director-Ballymore or a c hiefHolding executive and ofits our wholly Group-owned GEcoWorldroup -Ballymore : subsidiaries,Collectively, EcoWorldnamely -EcoBallymore World -HoldingBallymore and Embassy its wholly Gardens-owned GEcoWorldroup -Ballymore : Companysubsidiaries,Collectively, Limited, EcoWorldnamely Eco -WorldEcoBallymore -WorldBallymore -HoldingBallymore Arrowhead and Embassy its Quay wholly CoGardens-mpanyowned Group LimitedCompanysubsidiaries, and Limited, Enamelyco EcoWorld WorldEco-Ballymore -WorldBallymore- BallymoreLondon Arrowhead City Embassy Island Quay CoCompanyGardensmpany LimitedCompany and Limited, Eco EcoWorld World-Ballymore-Ballymore London Arrowhead City Island Quay CoCompanympany Limited and Eco World-Ballymore London City Island Company EcoWorld-Ballymore : LimitedEco World-Ballymore Holding Company Limited, a 75% indirect joint HoldingEcoWorld-Ballymore : Ecoventure World of -EcoWorldBallymore International Holding Company Limited, a 75% indirect joint HoldingEcoWorld-Ballymore : ventureEco World of -EcoWorldBallymore International Holding Company Limited, a 75% indirect joint EcoWorldHolding International : ventureEco World of EcoWorldInternational InternationalBerhad orEcoWorldCompany International : Eco World International Berhad orEcoWorldCompany International : Eco World International Berhad EcoWorldor Company International : EcoWorld International, our subsidiaries and joint ventures GroupEcoWorld or Group International : EcoWorld International, our subsidiaries and joint ventures GroupEcoWorld or Group International : EcoWorld International, our subsidiaries and joint ventures EcoWorldGroup or Group International : Ordinary share(s) in EcoWorld International Share(s)EcoWorld or International Share(s) : Ordinary share(s) in EcoWorld International Share(s)EcoWorld or International Share(s) : Ordinary share(s) in EcoWorld International EcoWorldShare(s) or International Share(s) 960,000,000 warrants issued by EcoWorld International on 30 March WarrantsEcoWorld(s) International or 2017960,000,000 and expiring warrants on issued4 April by 2022 EcoWorld as constituted International by theon d30eed March poll WarrantWarrantsEcoWorld(s(s) )International or dated2017960,000,000 and20 February expiring warrants 2017on issued4 April by 2022 EcoWorld as constituted International by theon d30eed March poll WarrantWarrants(s(s)) or dated2017 and20 February expiring 2017on 4 April 2022 as constituted by the deed poll EWarrantcoWorld(s)Malaysia : Ecodated World 20 February Development 2017 Group Berhad EcoWorld Malaysia : Eco World Development Group Berhad ListingEcoWorld RequirementsMalaysia : MainEco World Market Development Listing Requirements Group Berhad of Bursa Malaysia, as amended Listing Requirements : Main Market Listing Requirements of Bursa Malaysia, as amended : from time to time and any re-enactment thereof Listing Requirements fromMain timeMarket to time Listin andg Requirements any re-enactment of Bursa thereof Malaysia, as amended : London Projects : fromCollectively, time to timeEmbassy and any Gardens re-enactment Phase thereof2 project, Wardian London London Projects : projectCollectively, and London Embassy City Gardens Island Phase Phase 2 project2 project, Wardian London London Projects : projectCollectively, and London Embassy City Gardens Island Phase Phase 2 project2 project, Wardian London LPD : project31 January and 201London9, being City theIsland latest Phase practicable 2 project date prior to the printing LPD : 31of thisJanuary Circular2019, being the latest practicable date prior to the printing LPD : of31 thisJanuary Circular2019, being the latest practicable date prior to the printing Major Shareholder(s) : ofA thisperson Circular who has an interest or interests in one or more voting Major Shareholder(s) : Ashares person in whoour Companyhas an interest and the or numberinterestsor in aggregate one or morenumber votingof Major Shareholder(s) : thosesharesA person shares, in whoour is: Companyhas an interest and the or numberinterestsor in aggregate one or morenumber votingof thoseshares shares, in our is:Company and the number or aggregate number of (a)those10% shares, or is:more of the total number of voting shares in our (a) Company10% or more; or of the total number of voting shares in our (a) Company10% or more; or of the total number of voting shares in our (b) 5%Company or more; or of the total number of voting shares in our Company (b) where5% or moresuch ofperson the total is the number largest of shareholdervoting shares of in our our Company Company (b) where5% or moresuch ofperson the total is the number largest of shareholdervoting shares of in our our Company Company For thewhere purpose such of person this definition, is the largest “interest shareholder” shall have of ourthe Companymeaning of “interestFor the purpose in shares” of thisgiven definition, in Section “interest 8 of the” shall Act. Ahave Major the S meaninghareholderof includes“interestFor the purpose inany sha personres” of thisgiven who definition, inis Sectionor was “interest within 8 of the the” shall Act. preceding Ahave Major the six S meaninghareholder months of theincludes“interest date inanyon sha which personres” thegiven who terms inis Sectionor of was the within 8transactionof the the Act. preceding wereA Major agreed six Shareholder months upon, ofa Mtheincludesajor date Shareholder anyon which person theof who our terms isGroup or of was the within transaction the preceding were agreed six months upon, ofa Mtheajor date Shareholder on which theof our terms Group of the transaction were agreed upon, a Major Shareholderi of our Group i i i DEFINITIONS (Cont’d)

Person(s) Connected : Shall have the same meaning given in Paragraph 1.01 of the Listing Requirements Proposed New : Proposed new shareholders’ mandate for additional Recurrent Shareholders’ Mandate Related Party Transactions to be entered by our Group from the date of the forthcoming 5th AGM to the next AGM Proposed Renewal of : Proposed renewal of shareholders’ mandate for existing Recurrent Shareholders’ Mandate Related Party Transactions to be entered into by our Group from the date of the forthcoming 5th AGM to the next AGM Proposed Shareholders’ : Proposed Renewal of Shareholders’ Mandate and Proposed New Mandate Shareholders’ Mandate Recurrent Related Party : Related Party Transaction(s) involving recurrent transactions of a Transaction(s) revenue or trading nature that are necessary for the day-to-day operations and are in the ordinary course of business of our Group Related Party(ies) : Director(s), Major Shareholder(s) or Person(s) Connected with such Director or Major Shareholder Related Party : Transaction(s) entered into by our Group which involve(s) the Transaction(s) interest, direct or indirect, of the Related Party(ies)

Currency AUD : Australian Dollar, the lawful currency of Australia GBP or £ : Great Britain Pound, the lawful currency of the United Kingdom RM and sen : Ringgit Malaysia and sen respectively, the lawful currency of Malaysia

All references to “our Company” in this Circular are to EcoWorld International, and references to “our Group” are to our Company, our subsidiaries and joint ventures. References to “we”, “us”, “our” and “ourselves” are to our Company, and where the context otherwise requires, shall include our subsidiaries and joint ventures. All references to “you” in this Circular are to our shareholders.

Words denoting the singular shall, where applicable, include the plural and vice versa, and words denoting the masculine shall, where applicable, include the feminine and/or neuter gender, and vice versa. References to persons shall include corporations, unless otherwise specified.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to time of day in this Circular shall be a reference to Malaysian time, unless otherwise stated.

Certain statements in this Circular may be forward-looking in nature, which are subject to uncertainties and contingencies. Forward-looking statements may contain estimates and assumptions made by our Board after due enquiry, which are nevertheless subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in such forward-looking statements. In light of these and other uncertainties, the inclusion of a forward-looking statement in this Circular should not be regarded as a representation or warranty that our Group’s plans and objectives will be achieved.

ii TABLE OF CONTENTS

LETTER TO OUR SHAREHOLDERS CONTAINING:

PAGE

1. INTRODUCTION...... 1

2. DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE...... 2

3. RATIONALE AND BENEFITS OF THE PROPOSED SHAREHOLDERS’ MANDATE ...... 8

4. EFFECTS OF THE PROPOSED SHAREHOLDERS’ MANDATE...... 9

5. APPROVAL REQUIRED...... 9

6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM ...... 9

7. OPINION AND RECOMMENDATION FROM DIRECTORS ...... 10

8. DETAILS OF THE AGM...... 10

9. FURTHER INFORMATION...... 11

APPENDICES

APPENDIX I - ORDINARY RESOLUTION 8 UNDER SPECIAL BUSINESS TO BE TABLED AT THE 5TH AGM OF OUR COMPANY SCHEDULED TO BE HELD ON WEDNESDAY, 27 MARCH 2019 AT 10:30 A.M.

APPENDIX II - FURTHER INFORMATION

NOTICE OF AGM - ENCLOSED IN THE 2018 ANNUAL REPORT

PROXY FORM - ENCLOSED IN THE 2018 ANNUAL REPORT

iii

iii ECO WORLD INTERNATIONAL BERHAD ECO WORLD(Company INTERNATIONAL No. 1059850-A)BERHAD (Company(Incorporated No. 1059850 in Malaysia)-A) (Incorporated in Malaysia)

Registered Office: Registered Office: Suite 59, Setia Avenue No. 2, JalanSuite Setia 59, PrimaSetia AvenueS U13/S No. 2, JalanSetia Setia Alam, Prima Seksyen S U13/S U13 Setia Alam,40170 Seksyen Shah U13Alam Selangor40170 DarulShah AlamEhsan Selangor DarulMalaysia Ehsan Malaysia 26 February 2019 26 February 2019 Board of Directors: Board of Directors: Tan Sri Azlan Bin Mohd Zainol (Chairman/Independent Non-Executive Director) TanTan Sri Sri Azlan Dato’ B Sriin MohdLiew KeeZainol Sin ( Chairman/(ExecutiveIndependent Vice Chairman) Non-Executive Director) TanDato’ Sri Teow Dato’ LeongSri Liew Seng Kee( PresidentSin (Executive & Chief Vice Executive Chairman) Officer/Executive Director) Dato’Mr Cheah Teow TekLeong Kuang Seng(Senior(President Independent & Chief ExecutiveNon-Executive Officer Director/Executive) Director) MrDato’Cheah Voon TekTin Kuang Yow ((SeniorNon-Independent Independent Non Non-Executive-Executive Director) Director) Dato’Mr Choong Voon Tin Yee Yow How(Non(Non-Independent-Independent Non Non-Executive-Executive Director) Director) MrMrChoongCheng YeeHsing How Yao(Non(Non-I-ndependentIndependent Non Non-Executive-Executive Director) Director) MrTanCheng Sri Datuk Hsing Dr Yao Rebecca(Non-I ndependentFatima Sta MariaNon-Executive(Independent Director Non)-Executive Director) TanDato’ Sri Seri Datuk Ahmad Dr Rebecca Johan BFatimain Mohammad Sta Maria Raslan(Independent(Independent Non-Executive Non-Executive Direct Director)or) Dato’Dato’ Seri Siow Ahmad Kim Lun Johan(Independent Bin Mohammad Non-Executive Raslan (Independent Director) Non-Executive Director) Dato’Ms Pauline Siow Kim Wong LunWan(Independent Voon (Independent Non-Executive Non- Director)Executive Director) Ms Pauline Wong Wan Voon (Independent Non-Executive Director)

To: Our Shareholders To: Our Shareholders Dear Sir/Madam Dear Sir/Madam PROPOSED SHAREHOLDERS’ MANDATE PROPOSED SHAREHOLDERS’ MANDATE

1. INTRODUCTION 1. INTRODUCTION At our 4th AGM held on 28 March 2018, we had obtained shareholders’ mandate for our Group to th Atenter our 4intoAGM Recurrent held on Related 28 March Party 2018, Transactions we had obtained on terms shareholders’ that are not mandate more favourablefor our Group to theto enterRelated into PartiesRecurrent tha Relatedn those Partygener Transactionsally available onto termsthe public. that areThe not authority more favourable conferred toby the the Relatedexisting Parties shareholders’ than those mandate gener shall,ally availablein accordance to the with public. the Listing The authority Requirements, conferred lapse by at the the existingconclusion shareholders’ of our forthcoming mandate shall,5th AGM in accordance unless authority with the for Listing its renewal Requirements, is obtained lapse from at the our th conclusionshareholders of ourat our forthcoming forthcoming 5 5thAGMAGM. unless authority for its renewal is obtained from our shareholders at our forthcoming 5th AGM. In relation thereto, we had on 24 January 2019 announced our intention to seek our shareholders’ Inapproval relation thereto,for the we Proposed had on 24 Renewal January 2019of Shareholders’ announced our Mandate intention toand seek the our Proposed shareholders’ New approvalShareholders’ for the Mandate Proposed at our Renewal forthcoming of 5Shareholders’th AGM. Mandate and the Proposed New Shareholders’ Mandate at our forthcoming 5th AGM.

1 1

1 The purpose of this Circular is to provide you with the relevant information on the Proposed Shareholders’ Mandate and to seek your approval for the ordinary resolution to be tabled at the 5th AGM of our Company. The Notice of the 5th AGM together with the Proxy Form are enclosed in the 2018 Annual Report which is despatched together with this Circular.

An extract of the ordinary resolution in respect of the Proposed Shareholders’ Mandate is set out in Appendix I of this Circular.

YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSED SHAREHOLDERS’ MANDATE TO BE TABLED AT THE 5TH AGM OF OUR COMPANY.

2. DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE

2.1 Introduction

Pursuant to Part E, Paragraph 10.09 of Chapter 10 of the Listing Requirements, our Company may seek our shareholders’ mandate with regard to Recurrent Related Party Transactions subject to, among others, the following:

(i) the transactions are in the ordinary course of business of our Group and are on terms not more favourable to the Related Parties than those generally available to the public;

(ii) 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:

(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) the circular to our shareholders for the shareholders’ mandate shall include the information as may be prescribed by Bursa Malaysia;

(iv) in a meeting to obtain the shareholders’ mandate, the interested Related Parties must not vote on the resolution approving the transactions and an interested Director or interested Major Shareholder must ensure that Persons Connected with them abstain from voting on the resolution approving the transaction; and

(v) our Company to immediately announce to Bursa Malaysia when the actual value of a Recurrent Related Party Transaction entered into by our Company, exceeds the estimated value of the Recurrent Related Party Transaction disclosed in this Circular by 10% or more based on the relevant currency in which such transaction is denominated and must include the information as may be prescribed by Bursa Malaysia in its announcement.

As disclosed in Section 2.2(i)(d) of this Circular, the estimated value of the transaction for this category cannot be ascertained given the various types of properties sold by our Group with prices which vary from project to project and that the Directors, Major Shareholders and/or Persons Connected with them who intend to purchase the properties sold by our Group could not be ascertained at this juncture. However, in accordance with Paragraph 3.3(a) of Practice Note 12 of the Listing Requirements, any one of the percentage ratios of the transaction cannot exceed 10%.

In addition, as disclosed in Section 2.4 of this Circular, our Group has established various procedures to monitor the Recurrent Related Party Transactions to ensure that the total purchases by the Related Parties do not exceed 10% of the percentage ratio in accordance with Paragraph 3.3(a) of Practice Note 12 of the Listing Requirements.

2 The principal activity of our Company is investment holding whilst our subsidiaries and joint ventures are principally involved in, among others, property development, investment holding, provision of advisory and project monitoring services, and promoting and marketing services for international projects.

It is envisaged that in the ordinary course of our Group’s businesses, transactions of a revenue or trading nature between companies in our Group and the Related Parties are likely to occur, and which are necessary for its day-to-day operations.

In this respect, our Company is seeking approval from our shareholders for the Proposed Shareholders’ Mandate which will allow our Group, in their ordinary course of business, to enter into the category of Recurrent Related Party Transaction disclosed in Section 2.2 of this Circular with the Related Parties, provided such transaction is made at arms’ length, on our Group’s normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders of our Company.

The Proposed Shareholders’ Mandate is subject to annual renewal. In this respect, any authority conferred by the Proposed Shareholders’ Mandate shall take effect from and including 27 March 2019, being the date of the 5th AGM, and shall continue to be in force until:

(i) the conclusion of the next AGM of our Company following the 5th AGM, at which time it will lapse, unless by a resolution passed at the general meeting, the authority is renewed; or

(ii) the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or

(iii) revoked or varied by resolution passed by the shareholders in a general meeting, whichever is the earlier.

Further disclosure required, which includes the breakdown of the aggregate value of the Recurrent Related Party Transactions made during the financial year ended 31 October 2018 pursuant to the Proposed Shareholders’ Mandate will be made in our 2018 Annual Report in accordance with Paragraph 3.1.5 of Practice Note 12 of the Listing Requirements based on the following information:

(i) type of Recurrent Related Party Transactions made; and

(ii) names of the Related Parties involved in each type of the Recurrent Related Party Transaction made and their relationship with our Company.

Details of the Recurrent Related Party Transactions of our Group pursuant to Paragraph 10.09(1) of the Listing Requirements are set out in the ensuing paragraphs.

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3 2.2 Classes of Related Parties and Nature of Recurrent Related Party Transactions

The classes of Related Parties and nature of the Recurrent Related Party Transactions which have been entered into and are to be entered into by our Group are detailed as below:

(i) Proposed Renewal of Shareholders’ Mandate

Transacting Transacting Nature of transaction Estimated value Actual value from Estimated value Nature of relationship party within Related Parties from 28 March 28 March 2018 up from our 5th between our Group and the our Group 2018 to our 5th to the LPD AGM on 27 March Related Parties AGM on 27 March 2019 to the next 2019 AGM(1)

(a) EcoWorld- Whistleglade Provision of sales and GBP2,260,000 GBP3,671,355 GBP11,979,000 • Sean Martin Mulryan is the Ballymore Limited (formerly marketing services by (equivalent to (equivalent to (equivalent to ultimate shareholder of ACE Group known as Whistleglade to RM12,133,940 (2)) RM19,711,505 (2)) RM64,315,251 (2)) Investment Holdings Limited Whistleglade EcoWorld-Ballymore (“AIHL”), which owns 25.0% Company) Group in relation to the equity interest of EcoWorld- (“Whistleglade”) London Projects Ballymore Holding

Provision of marketing GBP791,000 GBP478,260 GBP791,000 • John Martin Mulryan, the suite by Whistleglade to (equivalent to (equivalent to (equivalent to (2) (2) (2) ultimate owner of EcoWorld-Ballymore RM4,246,879 ) RM2,567,778 ) RM4,246,879 ) Whistleglade, is the son of Group Sean Martin Mulryan

(b) EcoWorld- Ballymore Provision of pre- GBP34,117,000 GBP27,122,292 GBP29,338,000 • Sean Martin Mulryan is the Ballymore Construction construction services, (equivalent to (equivalent to (equivalent to ultimate shareholder of Group Services Limited construction RM183,174,173 (2)) RM145,619,586 (2)) RM157,515,722 (2)) AIHL, which owns 25.0% (formerly known management and sales equity interest of EcoWorld- as Roundstone gallery fittings by Ballymore Holding Construction Ballymore Construction Services Ltd) to EcoWorld-Ballymore • John Martin Mulryan, the (“Ballymore Group in relation to the ultimate owner of Construction”) London Projects Whistleglade, is the son of Sean Martin Mulryan

• Ballymore Construction is a wholly-owned subsidiary of Whistleglade

4 4 Transacting Transacting Nature of transaction Estimated value Actual value from Estimated value Nature of relationship party within Related Parties from 28 March 28 March 2018 up from our 5th between our Group and the our Group 2018 to our 5th to the LPD AGM on 27 March Related Parties AGM on 27 March 2019 to the next 2019 AGM(1)

(c) EcoWorld- Roundstone Provision of GBP2,298,000 GBP1,768,287 GBP3,122,000 • Sean Martin Mulryan is the Ballymore Development completions and (equivalent to (equivalent to (equivalent to ultimate shareholder of Group Management occupation RM12,337,962 (2)) RM9,493,933 (2)) RM16,762,018 (2)) AIHL, which owns 25.0% Limited management services equity interest of EcoWorld- (“Roundstone by Roundstone Ballymore Holding Development”) Development to EcoWorld-Ballymore • John Martin Mulryan, the Group in relation to the ultimate owner of London Projects Whistleglade, is the son of Ballymore Asset Provision of GBP548,008 GBP30,000 GBP122,000 Sean Martin Mulryan. Management property/estates (equivalent to (equivalent to (equivalent to Limited (“BAML”) management services RM2,942,255 (2)) RM161,070 (2)) RM655,018 (2)) • Roundstone Development by BAML to EcoWorld- and BAML are wholly-owned Ballymore Group in subsidiaries of relation to the London Whistleglade. Projects (d) EcoWorld Directors and/or Sale of land or land See Note (3) below Not applicable(4) See Note (3) below Directors and/or Major International Major based properties to Shareholders and Persons Group Shareholders of Related Party(ies) in the Connected with them who intend and Persons ordinary course of to purchase the properties sold Connected with business of not more by our Group could not be them than 10% of any one of ascertained at this juncture the percentage ratios in the Listing Requirements

5 (ii) Proposed New Shareholders’ Mandate

Transacting Transacting Nature of transaction Estimated value Nature of relationship between our Group and the party within Related Parties from our 5th AGM on Related Parties our Group 27 March 2019 to the next AGM(1)

(a) EcoWorld- Ballymore Provision of after sales- GBP1,935,000 • Sean Martin Mulryan is the ultimate shareholder of Ballymore Construction care services by (equivalent to AIHL, which owns 25.0% equity interest of EcoWorld- Group Ballymore Construction RM10,389,015 (2)) Ballymore Holding to EcoWorld-Ballymore in relation to the • John Martin Mulryan, the ultimate owner of London Projects Whistleglade, is the son of Sean Martin Mulryan

• Ballymore Construction is a wholly-owned subsidiary of Whistleglade

Notes:

(1) The estimated value is based on the assumption that the next AGM will be held in March 2020. The estimated value is subject to change if the next AGM is held earlier or later than the expected date of the AGM.

(2) Based on the exchange rate of GBP1.00 : RM5.3690 being the middle rate for GBP to RM quoted by Bank Negara Malaysia, respectively, at 5:00 p.m. as at the LPD.

(3) As disclosed in our circular dated 27 February 2018, the estimated value of the transaction for this category cannot be ascertained given the various types of properties sold by our Group with prices which vary from project to project. However, our Group is guided by the provision of Paragraph 3.3(a) of Practice Note 12 of the Listing Requirements, which allows our Company to procure its shareholders’ mandate for disposal of land or land-related property provided that the transaction is a Recurrent Related Party Transaction and any one of the percentage ratios is not more than 10% based on the relevant currency in which such transaction is denominated. Our Group has established various procedures to monitor the Recurrent Related Party Transactions to ensure that the total purchases by the Related Parties do not exceed 10% of any one of the percentage ratios and will be carried out on an arm’s length basis, on transaction prices and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders.

(4) None of the Directors and/or Major Shareholders and Persons Connected with them have purchased the properties sold by our Group.

6 2.3 Amounts due and owing by Related Parties to our Group

As at the LPD, there were no amounts due and owing by the Related Parties to our Group under the Recurrent Related Party Transactions which exceeded the credit term.

2.4 Review Procedures in relation to Recurrent Related Party Transactions

Our Group has established various procedures to ensure that the Recurrent Related Party Transactions are conducted at arm’s length and on normal commercial terms, which are consistent with our Group’s normal business practices and policies, and on 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.

The Recurrent Related Party Transactions will be undertaken based on prevailing rates according to normal commercial terms, business practices and policies or otherwise in accordance with other applicable industry norms/considerations. There are no specific thresholds for approval of Recurrent Related Party Transactions within our Group.

To monitor the Recurrent Related Party Transactions, the procedures established by our Group are as follows:

(i) a list of Related Parties will be circulated within our Group to notify that all Recurrent Related Party Transactions are required to be undertaken on an arm’s length basis and normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public. These include transacting at prevailing market rates/prices of the products or services provider’s usual commercial terms or otherwise in accordance with applicable industry norm. Transactions refer to both sales and purchases of products or provision of services involving our Group;

(ii) any tender, quotation or contract received from or proposed to be entered with a Related Party will not be approved unless the terms offered are comparable with those offered by other unrelated parties for the same or substantially similar type of transactions;

(iii) records will be maintained by our Company to capture all Recurrent Related Party Transactions entered into pursuant to the Proposed Shareholders’ Mandate to ensure that relevant approvals have been obtained and review procedures in respect of such transactions are adhered to. As disclosed in Section 2.2(i)(d) of this Circular, the estimated value of the transaction this category cannot be ascertained given the various types of properties sold by our Group with prices which vary from project to project and that the Directors, Major Shareholders and/or Person Connected with them who intend to purchase the properties sold by our Group could not be ascertained at this juncture. Our Company will monitor all transactions to ensure that any one of the percentage ratios of the transactions do not exceed 10% in accordance with Section 3.3(a) of Practice Note 12 of the Listing Requirements;

(iv) the internal auditor shall periodically review the guidelines and procedures in respect of all Recurrent Related Party Transactions entered into pursuant to the Proposed Shareholders’ Mandate and ascertain that the guidelines and procedures have been complied with;

(v) the Audit Committee shall review the internal audit reports to ascertain that the guidelines and procedures established to monitor Recurrent Related Party Transactions have been complied with and the review shall be done at every quarter together with the review of the quarterly results;

(vi) disclosure will be made in the annual report of our Company of the aggregate value of transactions conducted pursuant to the Proposed Shareholders’ Mandate during the financial year, in accordance with the provisions of Paragraph 10.09, Chapter 10 and Paragraph 3.1.5 of Practice Note 12 of the Listing Requirements;

7 7 (vii) the Audit Committee has reviewed and shall continue to review the adequacy and appropriateness of the procedures as and when required, with the authority to sub-delegate to individuals or committees within our Company as they deem appropriate; and

(viii) at least two other contemporaneous transactions with unrelated 3rd parties for similar products or services will be used as comparison, whenever possible, to determine whether the price and terms offered to the related parties are fair and reasonable and comparable to those offered to other unrelated 3rd parties for the same or substantially similar type of products or services. In the event that comparative pricing from unrelated 3rd parties cannot be obtained, our Group will rely on the prevailing market norms and practices taking into account the efficiency, quality and type of products or services to be provided to ensure that the Recurrent Related Party Transactions are not detrimental to our Group.

Where any Director has an interest (direct or indirect) in any Recurrent Related Party Transaction, such Director shall abstain from deliberation and voting on the matter. The interested Directors shall also abstain from deliberating at Board meetings in respect of the Recurrent Related Party Transactions in which they or Persons Connected with them are interested.

Pursuant to Paragraph 10.09 of the Listing Requirements, in a meeting to obtain shareholders’ approval for the Proposed Shareholders’ Mandate, the interested Directors, interested Major Shareholders or interested Persons Connected with a Director or Major Shareholder; and where it involves the interest of an interested Person Connected to a Director and/or Major Shareholder, such Director or Major Shareholder must abstain from voting on the resolution approving the transactions. An interested Director or interested Major Shareholder must also ensure that Persons Connected with him/her abstain from voting on the resolution approving the transactions.

2.5 Audit Committee Statement

The Audit Committee of our Company has considered the procedures mentioned above and is of the view that:

(i) the procedures are sufficient to ensure that the Recurrent Related Party Transactions are conducted at arm’s length and on normal commercial terms which are consistent with our Group’s normal business practices and policies and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders of our Group; and

(ii) our Group has in place adequate procedures and processes to monitor, track and identify Recurrent Related Party Transactions in a timely and orderly manner. Such procedures and processes are reviewed by the Audit Committee and/or the management staff on a yearly basis and as and when required.

3. RATIONALE AND BENEFITS OF THE PROPOSED SHAREHOLDERS’ MANDATE

The Recurrent Related Party Transactions that are set out in Section 2.2 of this Circular are in the ordinary course of business and intended to meet the business needs of our Group on the best possible terms and represent sound business decisions which are taken for legitimate and bona fide business purposes which will enhance our Group’s ability to explore beneficial business opportunities within our Group and its joint venture partners.

8 8 The Proposed Shareholders’ Mandate, if approved by the shareholders, will eliminate the need to make announcements to Bursa Malaysia or to convene separate general meetings from time to time to seek shareholders’ approval as and when Recurrent Related Party Transaction(s) with the specified classes of Related Parties arise. This will reduce substantially the expenses associated with the convening of general meetings on an ad hoc basis, improve administrative efficiency considerably and allow manpower resources and time to be focused on attaining our Group’s corporate objectives and business opportunities.

The Proposed Shareholders’ Mandate, is intended to facilitate transactions entered into in the ordinary course of business of our Group which are transacted from time to time with the Related Parties at arm’s length, on our Group’s normal commercial terms which are not more favourable to the Related Parties than those generally available to the public and are not detrimental to the minority shareholders of our Company.

4. EFFECTS OF THE PROPOSED SHAREHOLDERS’ MANDATE

The Proposed Shareholders’ Mandate will not have any effect on the share capital and the Major Shareholders’ shareholdings in our Company, and is not expected to have any material effect on the net assets, gearing and earnings of our Group for the financial year ending 31 October 2019.

5. APPROVAL REQUIRED

The Proposed Shareholders’ Mandate is subject to the approval of our shareholders at the 5th AGM of our Company to be convened or any adjournment thereof.

6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM

The direct and indirect interests of the interested Directors, Major Shareholders and Persons Connected with the Directors and Major Shareholders of EcoWorld International as at the LPD are as follows: (i) Interest in EcoWorld International Shares Direct Indirect No. of Shares % No. of Shares % Interested Director and Major Shareholder Tan Sri Dato’ Sri Liew Kee Sin 246,540,798 10.27 45,700,000(1) 1.90

Interested Directors Tan Sri Azlan Bin Mohd Zainol 5,120,000 0.21 67,200(2) negligible Dato’ Teow Leong Seng 15,263,000 0.64 - - Cheah Tek Kuang 3,000,000 0.13 - - Dato’ Voon Tin Yow 6,141,600 0.26 - - Choong Yee How - - - - Cheng Hsing Yao - - - - Tan Sri Datuk Dr Rebecca Fatima Sta Maria - - 5,000,000(3) 0.21 Dato’ Seri Ahmad Johan Bin Mohammad Raslan - - - - Dato’ Siow Kim Lun 2,000,000 0.08 - - Pauline Wong Wan Voon - - - -

9 9 (ii) Interest in EcoWorld International Warrants

Direct Indirect No. of Warrants % No. of Warrants % Interested Director and Major Shareholder Tan Sri Dato’ Sri Liew Kee Sin 98,616,319 10.27 18,280,000(1) 1.90

Interested Directors Tan Sri Azlan Bin Mohd Zainol 2,048,000 0.21 27,280(2) negligible Dato’ Teow Leong Seng 6,105,200 0.64 - - Cheah Tek Kuang 1,200,000 0.13 - - Dato’ Voon Tin Yow 2,456,640 0.26 - - Choong Yee How - - - - Cheng Hsing Yao - - - - Tan Sri Datuk Dr Rebecca - - - - Fatima Sta Maria Dato’ Seri Ahmad Johan Bin - - - - Mohammad Raslan Dato’ Siow Kim Lun 800,000 0.08 - - Pauline Wong Wan Voon - - - -

Notes:

(1) Deemed interested by virtue of his spouse and child’s interest in our Company pursuant to Section 59(11)(c) of the Act.

(2) Deemed interested by virtue of his child’s interest in our Company pursuant to Section 59(11)(c) of the Act.

(3) Deemed interested by virtue of her spouse’s interest in our Company pursuant to Section 59(11)(c) of the Act.

The above interested Directors and Major Shareholder have and will continue to abstain from Board deliberations on the entry of the Recurrent Related Party Transactions under Section 2.2(i)(d) of this Circular and voting of the Proposed Shareholders Mandate in respect of their direct and/or indirect shareholdings in EcoWorld International at the 5th AGM to be convened.

In addition, the above interested Directors and Major Shareholder have undertaken and will ensure that the Persons Connected with them (if any) will abstain from voting in respect of their direct and/or indirect shareholdings in EcoWorld International on the ordinary resolution pertaining to the Proposed Shareholders’ Mandate at the 5th AGM of our Company.

7. OPINION AND RECOMMENDATION FROM DIRECTORS

All the Directors who are deemed interested in respect of the Recurrent Related Party Transaction under Section 2.2(i)(d) of this Circular, have abstained from expressing an opinion and any recommendation to the shareholders in respect thereof.

The Board, having considered all aspects of the Proposed Shareholders’ Mandate is of the opinion that the Proposed Shareholders’ Mandate (except on the entry of the Recurrent Related Party Transaction under Section 2.2(i)(d) of this Circular) is in the best interest of our Company and recommend that you vote in favour of the resolution pertaining to the Proposed Shareholders’ Mandate to be tabled at the 5th AGM of our Company.

8. DETAILS OF THE AGM

The 5th AGM of our Company, the notice of which is enclosed in the 2018 Annual Report of our Company, will be held at EcoWorld Gallery @ Eco Grandeur, Lot 6232, Persiaran Mokhtar Dahari, Eco Grandeur, 42300 Bandar Puncak Alam, Selangor Darul Ehsan, Malaysia on Wednesday, 27 March 2019 at 10:30 a.m., or any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolution to give effect to the Proposed Shareholders’ Mandate under Special Business.

10 10 If you are unable to attend and vote in person at the 5th AGM of our Company, you are requested to complete, sign and return the Proxy Form, which is attached together with the 2018 Annual Report of our Company, in accordance with the instructions stated in the Proxy Form as soon as possible, and cause it to be lodged at the office of the Share Registrar of our Company, Boardroom Share Registrars Sdn Bhd (formerly known as Symphony Share Registrars Sdn Bhd) at Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia no later than 48 hours before the date and time fixed for the 5th AGM of our Company or any adjournment thereof. The lodging of the Proxy Form will not, however, preclude you from attending and voting in person at the 5th AGM of our Company should you subsequently wish to do so.

9. FURTHER INFORMATION

You are advised to refer to the attached Appendix II for further information.

Yours faithfully, For and on behalf of the Board of ECO WORLD INTERNATIONAL BERHAD

TAN SRI AZLAN BIN MOHD ZAINOL Chairman/Independent Non-Executive Director

11 11 APPENDIX I

ORDINARY RESOLUTION 8 UNDER SPECIAL BUSINESS TO BE TABLED AT THE 5TH AGM OF OUR COMPANY SCHEDULED TO BE HELD ON WEDNESDAY, 27 MARCH 2019 AT 10:30 A.M.

PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR EXISTING RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“RRPT”) AND PROPOSED NEW SHAREHOLDERS’ MANDATE FOR ADDITIONAL RRPT (“PROPOSED SHAREHOLDERS’ MANDATE”)

“THAT subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company and/or its subsidiaries and/or joint ventures (“Group”) be and is/are hereby authorised to enter into any of the transactions falling within the types of existing and additional recurrent related party transactions of a revenue or trading nature of the Group from time to time with related parties who may be a Director, a major shareholder of the Group or a person connected with such a Director and major shareholder, as specified in Section 2.2 of the Company’s Circular dated 26 February 2019 which are necessary for the day to day operations and are in the ordinary course of business and are carried out at arms’ length basis on normal commercial terms of the Group on terms not more favourable to the related parties than those generally available to the public and are not, in the Company’s opinion, detrimental to minority shareholders of the Company.

THAT the mandate given by the shareholders of the Company shall only continue to be in force until:

(i) the conclusion of the next AGM of the Company at which time it will lapse, unless by a resolution passed at the next AGM, the authority is renewed;

(iii) revoked or varied by resolution passed by the shareholders of the Company in a general meeting, whichever is earlier.

AND THAT the Directors of the Company be and are hereby authorised to do all acts, deeds, things and execute all necessary documents as they may consider necessary or expedient in the best interest of the Company with full powers to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or permitted under relevant authorities to give full effect to the Proposed Shareholders’ Mandate.”

12 APPENDIX II

FURTHER INFORMATION

1. RESPONSIBILITY STATEMENT

This Circular has been seen and approved by the Board and they collectively and individually accept full responsibility for the accuracy of the information given and confirm that, after making all the reasonable enquiries and to the best of their knowledge and belief there are no other facts the omission of which would make any statement in this Circular misleading.

2. MATERIAL CONTRACTS

Save as disclosed below, there are no material contracts (not being contracts entered into in the ordinary course of business), that have been entered into by our Group within two years immediately preceding the LPD of this Circular:

(i) On 20 February 2017, EcoWorld International had entered into the following agreements:

(a) a conditional share subscription agreement between EcoWorld International and GLL EWI (HK) Limited (“GLL EWI”), a wholly-owned subsidiary of GuocoLand Limited where GLL EWI agreed to subscribe for such number of Initial Public Offering Shares (“IPO Shares”) representing 27.0% of our enlarged issued and paid-up share capital upon the listing of EcoWorld International on the Main Market of Bursa Malaysia (“Listing”), in accordance with the terms and conditions set out in the share subscription agreement;

(b) a master cornerstone placement agreement between EcoWorld International, the joint global coordinators and the cornerstone investors, under which the said cornerstone investors agree to subscribe an aggregate of 140,400,000 IPO Shares, representing about 5.9% of our enlarged issued and paid-up share capital on Listing, in accordance with the terms and conditions set out in the master cornerstone placement agreement; and

(c) a retail underwriting agreement between EcoWorld International, the joint managing underwriters and the joint underwriters to jointly underwrite 408,000,000 IPO Shares, representing 17.0% of our enlarged issued and paid-up share capital on Listing, in accordance with the terms and conditions as set out in the retail underwriting agreement.

(ii) On 10 April 2017, Fortune Quest Group Ltd (“Fortune Quest”), a wholly-owned subsidiary of EcoWorld International, had entered into a conditional share sale and purchase agreement (“Share SPA”) with Salcon Development Sdn Bhd (“Salcon Development”), a wholly-owned subsidiary of Salcon Berhad, for the proposed acquisition by Fortune Quest of 80 ordinary shares of Salcon Development (Australia) Pty Ltd (now known as Eco World- Salcon Y1 Pty Ltd) (“EcoWorld-Salcon Y1”), representing 80% of the total issued share capital of the EcoWorld-Salcon Y1 for a total purchase consideration of AUD120,000 (equivalent to about RM400,896 based on the exchange rate of AUD1.00 : RM3.3408).

13 Subsequently upon completion of the Share SPA on 11 September 2017, the following agreements had been entered into:

(a) a shareholders’ agreement between Fortune Quest, Salcon Development and EcoWorld-Salcon Y1 to regulate the respective rights and obligations of Fortune Quest and Salcon Development as shareholders of EcoWorld-Salcon Y1 and to undertake the development of about 2,128 square metres of freehold lands at 16- 22, Claremont Street, South Yarra, Victoria, 3141 Australia as a residential-led mixed use development (“Yarra One Project”) in accordance with the terms and conditions set out in the shareholders’ agreement; and

(b) a development management agreement between EcoWorld-Salcon Y1 and Eco World Sydney Development Pty Ltd (“EcoWorld Sydney”), a wholly-owned subsidiary of Fortune Quest, for the appointment of EcoWorld Sydney by EcoWorld-Salcon Y1 as the development manager for the planning, development, coordination and marketing of the Yarra One Project in accordance with the terms and conditions set out in the development management agreement.

(iii) On 24 November 2017, Eco World (Macquarie) Pty Ltd (“EcoWorld Macquarie”), a wholly- owned subsidiary of Fortune Quest, had entered into a conditional put and call option agreement (“Option Agreement”) with the owners (“Vendors”) of 25 apartment units in the strata scheme comprised by Strata Plan 6481, located at 1-3 Lachlan Avenue, Macquarie Park, Sydney, NSW 2113, Australia (“Properties”) for an option to purchase the Properties at a purchase consideration of AUD33.8 million (equivalent to RM102.54 million based on the exchange rate of AUD1.00 : RM3.0337) (“Total Purchase Consideration”).

Subsequently, the Option Agreement became unconditional on 5 February 2018 and the acquisition of the Properties by EcoWorld Macquarie from the Vendors was completed on 9 November 2018 following the full settlement of the Total Purchase Consideration.

(iv) On 15 December 2017, Eco World Be Co Ltd (“EcoWorld Be”), an indirect wholly-owned subsidiary of EcoWorld International, had entered into a conditional sale and purchase agreement with Be Living Holdings Limited (“Be Living”) to acquire the following as part of a joint venture between EcoWorld Be and Be Living to jointly develop 12 development projects located across Greater London and South East England, comprising stage 1 projects and stage 2 projects:

(a) 70% equity interest in Be Eco World Holdings Limited (now known as Eco World London Holdings Limited) (“Assetco”) that hold or will hold the stage 1 projects; and

(b) 70% equity interest in Be Eco World Development Management Company Limited (now known as Eco World London Development Company Limited) (“DMco”),

for a purchase consideration amounting to GBP63.76 million (equivalent to about RM348.47 million based on the exchange rate of GBP1.00 : RM5.4654).

Subsequently, on 16 March 2018, the following agreements have been entered into between the respective parties:

(c) conditional sale and purchase agreements between the Assetco and Be Living for the acquisition of all shares and LLP member interests in the entities within the Be Living group that hold or will hold the stage 2 projects for an estimated purchase consideration of GBP57.65 million (equivalent to about RM315.08 million based on the exchange rate of GBP1:00 : RM5.4654);

14 (d) shareholders’ agreement between, among others, EcoWorld Be, Be Living, Assetco and Be Eco World Investment Company Limited (“Jersey Assetco”) to regulate the relationship of EcoWorld Be and Be Living as shareholders of the Jersey Assetco as well as regulating certain aspects of the Jersey Assetco and Assetco;

(e) shareholders’ agreement between EcoWorld Be, Be Living and the DMco to regulate the relationship of EcoWorld Be and Be Living as shareholders of DMco as well as regulating certain aspects of the DMco; and

(f) development management agreements between the DMco, Assetco and Be Living in respect of the development management of the stage 1 projects, the stage 2 projects and other projects which are retained by or remain under Be Living’s direct control.

3. MATERIAL LITIGATION

As at the LPD, neither our Company nor our subsidiaries or joint ventures are engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, which has a material effect on the financial position or business of our Group and the Directors are not aware of any proceedings pending or threatened against our Group or of any facts likely to give rise to any proceedings which might materially and adversely affect the financial position or business of our Group.

4. DOCUMENTS AVAILABLE FOR INSPECTION The following documents are available for inspection at our registered office at Suite 59, Setia Avenue, No. 2, Jalan Setia Prima S U13/S, Setia Alam, Seksyen U13, 40170 Shah Alam, Selangor Darul Ehsan, Malaysia during normal office hours from Monday to Friday (except public holidays) from the date of this Circular up to and including the date of the 5th AGM of our Company:

(i) our Constitution;

(ii) our audited consolidated financial statements for the past two financial years ended 31 October 2017 and 31 October 2018; and

(iii) material contracts referred to in Section 2 of Appendix II.

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