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SAPURA ENERGY BERHAD SAPURASAPURASAPURA ENERGYENERGY ENERGY BERHADBERHAD BERHAD (Company(Company No

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SAPURA ENERGY BERHAD SAPURASAPURASAPURA ENERGYENERGY ENERGY BERHADBERHAD BERHAD (Company(Company No THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THISTHISTHIS CIRCULARCIRCULAR CIRCULAR ISIS IMPORTANT IMPORTANTIS IMPORTANT ANDAND AND REQUIRESREQUIRES REQUIRES YOURYOUR YOUR IMMEDIATEIMMEDIATE IMMEDIATE ATTENTION.ATTENTION. ATTENTION. If youIf you are arein anyin any doubt doubt as toas theto thecourse course of actionof action to beto taken,be taken, you you should should consult consult your your stockbroker, stockbroker, bank bank manager,IfIf youyou areare solicitor, inin anyany doubtdoubt accountant asas toto the theor other coursecourse professional ofof actionaction to toadviser bebe taken,taken, immediately. youyou shouldshould consultconsult youryour stockbroker,stockbroker, bankbank manager,manager,manager,solicitor,solicitor,solicitor, accountantaccountant accountant oror otherotheror other professionalprofessional professional adviseradviser adviser immediately.immediately. immediately. Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as BursaBursaBursa MalaysiaMalaysia Malaysia SecuritiesSecurities Securities BerhadBerhad Berhad takestakes takes nono responsibilitynoresponsibility responsibility forfor theforthe the contentscontents contents ofof this thisof this Circular,Circular, Circular, makesmakes makes nono representationnorepresentation representation asas as to itsto accuracyits accuracy or completeness or completeness and and expressly expressly disclaims disclaims any any liability liability whatsoever whatsoever for anyfor any loss loss howsoever howsoever arising arising from, from, ortoto itsinits reliance accuracyaccuracy upon oror completenesscompleteness the whole or any andand part expresslyexpressly of the disclaimscontentsdisclaims of anyany this liabilityliability Circular. whatsoeverwhatsoever forfor anyany lossloss howsoeverhowsoever arisingarising from,from, oror ininor reliance reliancein reliance uponupon upon thethe the wholewhole whole oror any anyor any partpart part ofof the theof the contentscontents contents ofof this thisof this Circular.Circular. Circular. SAPURA ENERGY BERHAD SAPURASAPURASAPURA ENERGYENERGY ENERGY BERHADBERHAD BERHAD (Company(Company No. No.950894-T) 950894-T) (Incorporated(Company(Company No.No. in 950894-T) 950894-T)Malaysia) (Incorporated(Incorporated(Incorporated inin Malaysia)Malaysia) in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE CIRCULARCIRCULARCIRCULAR TOTO TO SHAREHOLDERSSHAREHOLDERS SHAREHOLDERS ININ RELATIONINRELATION RELATION TOTO TO THETHE THE (I) PROPOSED STRATEGIC PARTNERSHIP BETWEEN SAPURA ENERGY BERHAD (“SEB”) AND (I)(I) (I)PROPOSEDPROPOSED PROPOSED STRATEGICSTRATEGIC STRATEGIC PARTNERSHIPPARTNERSHIP PARTNERSHIP BETWEENBETWEEN BETWEEN SAPURASAPURA SAPURA ENERGYENERGY ENERGY BERHADBERHAD BERHAD (“SEB”)(“SEB”) (“SEB”) ANDAND AND OMVOMV AKTIENGESELLSCHAFT AKTIENGESELLSCHAFT (“OMV (“OMV AG”), AG”), THROUGH THROUGH SEB SEB UPSTREAM UPSTREAM SDN SDN BHD BHD (“SUP”), (“SUP”), A A JOINTOMVOMV AKTIENGESELLSCHAFTAKTIENGESELLSCHAFT VENTURE COMPANY INCORPORATED (“OMV(“OMV AG”),AG”), THROUGHTHROUGH TO HOLD SEBSEB THE UPSTREAMUPSTREAM ENTIRE EQUITY SDNSDN BHDBHD INTEREST (“SUP”),(“SUP”), OF AA JOINTJOINTJOINT VENTUREVENTURE VENTURE COMPANYCOMPANY COMPANY INCORPORATEDINCORPORATED INCORPORATED TOTO TO HOLDHOLD HOLD THETHE THE ENTIREENTIRE ENTIRE EQUITYEQUITY EQUITY INTERESTINTEREST INTEREST OFOF OF SAPURASAPURA UPSTREAM UPSTREAM SDN SDN BHD BHD (FORMERLY (FORMERLY KNOWN KNOWN AS ASSAPURA SAPURA EXPLORATION EXPLORATION AND AND PRODUCTIONSAPURASAPURA UPSTREAMUPSTREAM SDN BHD) SDNSDN (“SUSB”), BHDBHD (FORMERLY(FORMERLYINVOLVING THE KNOWNKNOWN FOLLOWING: ASAS SAPURASAPURA EXPLORATIONEXPLORATION ANDAND PRODUCTIONPRODUCTIONPRODUCTION SDNSDN SDN BHD)BHD) BHD) (“SUSB”),(“SUSB”), (“SUSB”), INVOLVINGINVOLVING INVOLVING THETHE THE FOLLOWING:FOLLOWING: FOLLOWING: (A) ISSUANCE OF SUCH NUMBER OF ORDINARY SHARES REPRESENTING 50% OF THE (A)(A) (A) ISSUANCEISSUANCEISSUANCE OFOF OF SUCHSUCH SUCH NUMBERNUMBER NUMBER OFOF OF ORDINARYORDINARY ORDINARY SHARESSHARES SHARES REPRESENTINGREPRESENTING REPRESENTING 50%50% 50% OFOF OF THETHE THE ENLARGEDENLARGED ISSUED ISSUED SHARE SHARE CAPITAL CAPITAL OF OFSUP SUP TO TOOMV OMV EXPLORATION EXPLORATION & PRODUCTION& PRODUCTION GMBH,ENLARGEDENLARGED A WHOLLY-OWNED ISSUEDISSUED SHARESHARE SUBSIDIARY CAPITALCAPITAL OFOF OFSUPSUP OMV TOTO OMVAG,OMV FOR EXPLORATIONEXPLORATION A TOTAL CONSIDERATION && PRODUCTIONPRODUCTION GMBH,GMBH,GMBH, AA WHOLLY-OWNEDWHOLLY-OWNEDA WHOLLY-OWNED SUBSIDIARYSUBSIDIARY SUBSIDIARY OFOF OF OMVOMV OMV AG,AG, AG, FORFOR FOR AA TOTALTOTALA TOTAL CONSIDERATIONCONSIDERATION CONSIDERATION OF OFUP UPTO TOUSD625 USD625 MILLION MILLION (OR (OR EQUIVALENT EQUIVALENT TO TOAPPROXIMATELY APPROXIMATELY RM2, RM2,600600 MILLION) MILLION); ; ANDOFOF UPUP TOTO USD625USD625 MILLIONMILLION (OR(OR EQUIVALENTEQUIVALENT TOTO APPROXIMATELYAPPROXIMATELY RM2,RM2,600600 MILLION)MILLION);; ANDANDAND (B) REPAYMENT OF AN AMOUNT OWING BY SUSB AND ITS SUBSIDIARIES TO SEB AND ITS (B)(B) (B) REPAYMENTREPAYMENTREPAYMENT OFOF OF ANAN AN AMOUNTAMOUNT AMOUNT OWINGOWING OWING BYBY BY SUSBSUSB SUSB ANDAND AND ITSITS ITS SUBSIDIARIESSUBSIDIARIES SUBSIDIARIES TOTO TO SEBSEB SEB ANDAND AND ITSITS ITS SUBSIDIARIESSUBSIDIARIES OF OFUSD350 USD350 MILLION MILLION (OR (OR EQUIVALENT EQUIVALENT TO TOAPPROXIMATELY APPROXIMATELY RM RM1,4561,456 MILLION)SUBSIDIARIESSUBSIDIARIES IN CASH, OFOF USD350USD350 MILLIONMILLION (OR(OR EQUIVALENTEQUIVALENT TOTO APPROXIMATELYAPPROXIMATELY RMRM1,4561,456 MILLION)MILLION)MILLION) ININ CASH,INCASH, CASH, RESULTINGRESULTING IN AINTOTAL A TOTAL CASH CASH PROCEEDS PROCEEDS OF OFUP UPTO TOUSD975 USD975 MILLION MILLION (OR (OR EQUIVALENT EQUIVALENT TO TO APPROXIMATELYRESULTINGRESULTING ININ AATOTAL TOTALRM4,056 CASHCASH MILLION), PROCEEDSPROCEEDS SUBJECT OFOF UPTOUP TOADJUSTMENTS;TO USD975USD975 MILLIONMILLION AND (OR (OR EQUIVALENTEQUIVALENT TOTO APPROXIMATELYAPPROXIMATELYAPPROXIMATELY RM4,056RM4,056 RM4,056 MILLION),MILLION), MILLION), SUBJECTSUBJECT SUBJECT TOTO TO ADJUSTMENTS;ADJUSTMENTS; ADJUSTMENTS; ANDAND AND (II) PROPOSED PROVISION OF FINANCIAL ASSISTANCE BY SEB AND ITS SUBSIDIARIES TO SUP (II)(II) (II) PROPOSEDPROPOSED PROPOSED PROVISIONPROVISION PROVISION OFOF OF FINANCIALFINANCIAL FINANCIAL ASSISTANCEASSISTANCE ASSISTANCE BYBY BY SEBSEB SEB ANDAND AND ITSITS ITS SUBSIDIARIESSUBSIDIARIES SUBSIDIARIES TOTO TO SUPSUP SUP AND/ORAND/OR ITS ITS SUBSIDIARIES SUBSIDIARIES IN THEIN THE FORM FORM OF OFCORPORATE CORPORATE GUARANTEES, GUARANTEES, UNDERTAKINGS UNDERTAKINGS AND/ORAND/OR SECURITIESITSITS SUBSIDIARIESSUBSIDIARIES ININ THETHE FORMFORM OFOF CORPORATECORPORATE GUARANTEES,GUARANTEES, UNDERTAKINGSUNDERTAKINGS AND/ORAND/ORAND/OR SECURITIESSECURITIES SECURITIES AND ANDANDAND NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICENOTICENOTICE OFOF OF EXTRAORDINARYEXTRAORDINARY EXTRAORDINARY GENERALGENERAL GENERAL MEETINGMEETING MEETING Joint Principal Advisers JointJointJoint PrincipalPrincipal Principal AdviserAdviser Adviserss s CIMB Investment Bank Berhad (18417-M) RHB Investment Bank Berhad (19663-P) (A ParticipatingCIMB OrganisationInvestmentof Bursa Bank Malaysia Berhad Securities(18417 Berhad)-M) (A ParticipatingRHB Organisation Investment of Bursa Bank Malaysia Berhad Securities(19663 Berhad)-P) CCIMBIMB(A ParticipatingInvestmentInvestment Organisation Bank Bankof Berhad BursaBerhad Malaysia(18417(18417 Securities--M)M) Berhad) RHBRHB(A Participating Investment Investment Organisation Bank Bank of Berhad BursaBerhad Malaysia(19663(19663 Securities--P)P) Berhad) (A(A Participating Participating Organisation Organisationofof Bursa Bursa Malaysia Malaysia Securities Securities Berhad) Berhad) (A(A Participating Participating Organisation Organisation of of Bursa Bursa Malaysia Malaysia Securities Securities Berhad) Berhad) TheThe Notice Notice of Extraordinary of Extraordinary General General Meeting Meeting (“EGM (“EGM”) and”) and the theProxy Proxy Form Form are areenclosed enclosed in this in thisCircular. Circular. The The details details of of ourTheThe EGM NoticeNotice are ofof as ExtraordinaryExtraordinary follows: GeneralGeneral MeetingMeeting (“(“EGMEGM”)”) andand thethe ProxyProxy FormForm areare enclosedenclosed inin thisthis Circular.Circular. TheThe detailsdetails ofof ourour our EGMEGM EGM areare are asas follows:asfollows: follows: Date and time of the EGM : Monday, 28 January 2019 at 10.00 a.m. DateDateDate andand and timetime time ofof the theof the EGMEGM EGM :: : MondayMondayMonday,,2828, January28January January 20192019 2019 atat 10.00 10.00at 10.00 a.m.a.m. a.m. Venue of the EGM : Multi-Purpose Hall, Ground Floor, Sapura@Mines VenueVenueVenue ofof the theof the EGMEGM EGM :: : Multi-PurposeMulti-PurposeMulti-Purpose Hall,Hall, Hall, GroundGround Ground Floor,Floor, Floor, Sapura@MinesSapura@Mines Sapura@Mines No. No.7 Jalan 7 Jalan Tasik, Tasik, The The Mines Mines Resort Resort City City 43300No.No. 77 Jalan JalanSeri Kembangan, Tasik,Tasik, TheThe MinesMines Selangor ResortResort Darul CityCity Ehsan, Malaysia 433004330043300 SeriSeri Seri Kembangan,Kembangan, Kembangan, SelangorSelangor Selangor DarulDarul Darul Ehsan,Ehsan, Ehsan, MalaysiaMalaysia Malaysia Last date and time for lodging the Proxy Form : Sunday, 27 January 2019 at 10.00 a.m. LastLastLast datedate date andand and timetime time forfor lodgingforlodging lodging thethe the ProxyProxy Proxy FormForm Form :: : Sunday,Sunday,Sunday, 2727 January27January January 20192019 2019 atat 10.00 10.00at 10.00 a.m.a.m. a.m. This Circular is dated 11 January 2019
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