TH PLANTATIONS BERHAD

Transcription

1 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. TH PLANTATIONS BERHAD (Company No M) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS in relation to the PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ( Proposed Renewal of Shareholders Mandates ) The resolutions in respect of the above will be tabled as Special Business at the Forty-First Annual General Meeting ( AGM ) of TH Plantations Berhad ( the Company ) to be held as follows: Date and Time : Wednesday, 20 May 2015 at a.m. Venue : Pacific Ballroom, Level 2, Seri Pacific Hotel Kuala Lumpur, Jalan Putra, Kuala Lumpur The Notice of the AGM together with the Form of Proxy are set out in the 2014 Annual Report of the Company which are despatched together with this Circular. Should you be unable to attend the AGM, the Form of Proxy should be lodged at the Registered Office of the Company at Tingkat 23, Bangunan TH Selborn, 153, Jalan Tun Razak, Kuala Lumpur not less than forty-eight (48) hours before the time set for the AGM or at any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the AGM should you subsequently wish to do so. The last date and time for lodging the Proxy Form is on Monday, 18 May 2015 at a.m. This Circular is dated 27 April 2015

2 DEFINITIONS Except where the context otherwise requires, the following abbreviation shall apply throughout this Circular:- Act The Companies Act, AGM Annual General Meeting. Board The Board of Directors of THP. Bursa Securities Directors Bursa Malaysia Securities Berhad. The Directors of THP for the time being and shall have the meaning given in Section 4 of the Act; and for the purpose of the Proposed Shareholders Mandates, includes any person who is or was within the preceding six (6) months of the date on which the terms of transaction were agreed upon, a Director of THP, or any other company which is its subsidiary or holding company or a chief executive officer of THP or its subsidiary or holding Company. Listing Requirements The Main Market Listing Requirements of Bursa Securities. Major Shareholder As defined in the Listing Requirements, a person who has an interest or interests in one or more voting shares in the Company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is: i. equal to or more than 10% of the aggregate of the nominal amounts of all the voting shares in the Company; or ii. equal to or more than 5% of the aggregate of the nominal amounts of all the voting shares in the Company where such person is the largest shareholder of the Company. For the purpose of this definition, interest in shares shall have the meaning given in Section 6A of the Companies Act, A major shareholder includes a person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a major shareholder of the Company and/or its subsidiaries. i i

3 DEFINITIONS (cont d) Persons Connected Shall have the same meaning given in Paragraph 1.01, Chapter 1 of the Listing Requirements. Proposed Renewal of Shareholders Mandate Proposed annual renewal of Shareholders Mandate for THP Group to enter into RRPTs. Related Parties Directors, Major Shareholders or Persons Connected with such Directors or Major Shareholders. RM Ringgit Malaysia. RRPTs Recurrent related party transactions of a revenue or trading nature which are necessary for the day to day operations and are entered into the ordinary course of business of THP Group which involves the interest, direct or indirect, of the Related Parties. Shareholders Mandates Shareholders Mandates obtained at the Fortieth AGM of the Company held on 27 May 2014 for the THP Group to enter into RRPTs based on the terms set out in the Circular to Shareholders dated 5 May Shares Ordinary Shares of RM0.50 each in THP. THP or the Company TH Plantations Berhad (Company No M). THP Group/ Group THP and its subsidiaries as defined in Section 5 of the Act, collectively Annual Report Annual Report of THP issued for the financial year ended 31 December Words incorporate the singular shall, where applicable, include the plural and vice versa. Reference to persons shall include a corporation, unless otherwise stated. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. ii ii

4 TABLE OF CONTENTS Page LETTER TO THE SHAREHOLDERS OF THP CONTAINING: 1. INTRODUCTION DETAILS OF THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATES 2.1 Paragraph 10.09, Part E of Chapter 10 and Practice Note 12 of the Listing Requirements Principal Activities of THP Group Classes of Related Parties Nature and Values of the RRPTs Review Procedures in relation to RRPTs Statement by the Audit Committee RATIONALE AND BENEFITS OF THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATES 4. FINANCIAL EFFECTS OF THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATES 5. APPROVAL REQUIRED FOR THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATES 6. DIRECTORS AND MAJOR SHAREHOLDER S INTERESTS IN THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATES DIRECTORS RECOMMENDATION FORTY-FIRST AGM FURTHER INFORMATION 14 APPENDIX APPENDIX I Further information iii iii

5 TH PLANTATIONS BERHAD (Company No M) (Incorporated in Malaysia under the Companies Act, 1965) Board of Directors: Registered Office: Tingkat 23 Bangunan TH Selborn 153, Jalan Tun Razak Kuala Lumpur Date: 27 April Tan Sri Ab. Aziz bin Kasim - Independent Non-Executive Chairman 2. Tan Sri Ismee bin Haji Ismail - Non-Independent Non-Executive Director 3. Datuk Seri Nurmala binti Abd Rahim - Independent Non-Executive Director 4. Datuk Seri Mohamad Norza bin Zakaria - Independent Non-Executive Director 5. Datuk Azizan bin Abd Rahman - Non-Independent Non-Executive Director 6. Dato Haji Wan Zakaria bin Abd Rahman - Independent Non-Executive Director 7. Dato Noordin bin Md Noor - Independent Non-Executive Director 8. Dato Amran bin Mat Nor - Independent Non-Executive Director 9. Mahbob bin Abdullah - Independent Non-Executive Director 10. Dato Zainal Azwar bin Zainal Aminuddin - Chief Executive Officer / Executive Director To: The Shareholders of TH Plantations Berhad Dear Sir/Madam PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1. INTRODUCTION At the AGM held on 27 May 2014, the Company had obtained from its shareholders, mandates to enter into certain RRPTs based on the terms set out in the Circular to Shareholders dated 5 May The said Shareholders Mandates shall, in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming AGM of THP which has been scheduled to be held on 20 May 2015 unless approval for the renewal of the Shareholders Mandates is obtained from the shareholders of THP at the forthcoming AGM. 1 1

6 On 27 March 2015, the Board of Directors announced its intention to seek shareholders approval for Proposed Renewal of Shareholders Mandate for THP Group to enter into RRPTs as set out in Section of this Circular at the forthcoming AGM. The purpose of this Circular is to provide you with the relevant information on the Proposed Renewal of Shareholders Mandates and to seek your approval for the Ordinary Resolution pertaining to the Proposed Renewal of Shareholders Mandates to be tabled at the forthcoming AGM. 2. DETAILS OF THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATES 2.1 Paragraph 10.09, Part E of Chapter 10 and Practice Note 12 of the Listing Requirements Pursuant to Paragraph 10.09, Part E of Chapter 10 of the Listing Requirements, a listed issuer may seek a shareholders mandate in respect of recurrent related party transactions of a revenue or trading nature which are necessary for its day to day operations, subject to, inter alia, the following: i. the transactions are in the ordinary course of business and are on terms not more favourable to the related party 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 the aggregate value is equal to or more than the prescribed threshold as follows:- (a) (b) the consideration, value of the assets, capital outlay or costs of the Recurrent Related Party Transactions is RM1.0 million or more; or the percentage ratio of such Recurrent Related Party Transactions is 1% or more, whichever is the higher; iii. iv. in a meeting to obtain shareholders mandate, the interested director, interested major shareholder or interested person connected with a director or major shareholder; and where it involves the interest of an interested person connected with a director or major shareholder, such director or major shareholder, must not vote on the resolution approving the transactions. An interested director or interested major shareholder must ensure that persons connected with him abstain from voting on the resolution approving the transactions; and the listed issuer immediately announce to Bursa Securities when the actual value of a RRPTs entered into by the listed issuer, exceeds the estimated value of the RRPTs disclosed in the circular by 10% or more. 2

7 Pursuant to Practice Note 12 of the Listing Requirements, the Proposed Renewal of Shareholders Mandates will, if approved by the shareholders at the forthcoming AGM, be subject to annual renewal. In this respect, any authority conferred by the shareholders mandate shall only continue to be in force until: a. 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 mandate is renewed; or b. the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 143(1) of the Companies Act, 1965 ( the Act ) (but must not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or c. revoked or varied by a resolution passed by the Company s shareholders in a general meeting, whichever is earlier. 2.2 Principal Activities of THP Group The principal activities of the Company are investment holding, cultivation of oil palm, processing of fresh fruit bunches, marketing of crude palm oil, palm kernel and fresh fruit bunches. The principle activities of THP subsidiaries are investment holding, cultivation of oil palm, processing of fresh fruit bunches, selling and marketing of fresh fruits bunches, crude palm oil, palm kernel and providing management services to THP Group and plantation companies under Lembaga Tabung Haji. 2.3 Classes of Related Parties The RRPTs for which approval is sought are primarily in respect of transactions to be entered into by the Company and/or its subsidiaries with the following Related Parties: Lembaga Tabung Haji - ( LTH ) CCM Fertilizers Sdn Bhd - ( CCM ) Sistem Komunikasi Gelombang Sdn Bhd - ( SKG ) TH Travel Services Sdn Bhd - ( TH Travel ) Syarikat Takaful Malaysia Berhad - ( Syarikat Takaful ) 3

8 2.4 Nature and Values of the RRPTs The estimated values of the RRPTs set out in the table below are for the period from the conclusion of the forthcoming AGM of the Company until the conclusion of the next AGM of the Company. The estimations are based on THP Management s best estimates for the financial year ending 31 December 2015, duly approved by the Board of Directors of THP, and may be subject to changes. Accordingly, the actual values of the RRPTs for the said period may vary from the estimated amounts. For transactions with a Related Party where office rental is paid, the transactions are in compliance with Paragraph 3.2(c) of Practice Note 12 of the Listing Requirements, that is the lease period does not exceed three (3) years and does not involve payments of rental on a lump sum basis. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 4

9 2.4.1 Proposed Renewal of Shareholders Mandate Related Parties Type of Transaction The Company and/or Subsidiaries Transacting with Related Parties LTH Lease of land from LTH measuring approximately 8, acres at Keratong, Pahang. Rental is payable on yearly basis. Estimated Value* Actual Value** (if any) Current Estimated Value*** Reasons for Deviation (if any) Nature of Interest RM RM RM RM THP 3,432,000 2,480, ,306 3,462,000 Not Applicable Note 1 LTH Lease of office space from LTH located at Bangunan TH Selborn, 153, Jalan Tun Razak, Kuala Lumpur. THPAM 2,512,000 1,931, ,036 4,229,000 Not Applicable Note 2 CCM Purchase of fertilizers from CCM. THP 44,222,000 27,447,301 16,774,699 32,500,000 Not Applicable Note 3 5 5

10 2.4.1 Proposed Renewal of Shareholders Mandate (cont d) Related Parties TH Travel Purchase of flight tickets Type of Transaction The Company and/or Subsidiaries Transacting with Related Parties Estimated Value* Actual Value** (if any) Current Estimated Value*** Reasons for Deviation (if any) Nature of Interest RM RM RM RM THP 1,816, ,263 1,075, ,000 Not Applicable Note 4 Syarikat Takaful Malaysia Berhad Purchase of insurance THP 4,247,000 3,682, ,111 3,640,000 Not Applicable Note 5 6 6

11 2.4.1 Proposed Renewal of Shareholders Mandate (cont d) Related Parties Type of Transaction The Company and/or Subsidiaries Transacting with Related Parties SKG Award of contract to SKG for Kerja-kerja membekal, menghantar, memasang dan menguji, mentauliah dan mendokumentasi peralatan VSAT (very small aperture terminal) dan telekomunikasi untuk Ibu pejabat, ladangladang dan kilangkilang di bawah pengurusan THP. Estimated Value* Actual Value** (if any) Current Estimated Value*** Reasons for Deviation (if any) Nature of Interest RM RM RM RM THP 1,000, , , ,000 Not Applicable Note 6 There are no amounts due and owing by the Related Parties to THP Group pursuant to the RRPTs as at 31 March 2015 which exceeded the credit terms. 7

12 NOTES: * Estimated Value as disclosed in preceding year Circular dated 5 May ** Actual Value transacted since last AGM up to 31 March 2015 being the latest practicable date prior printing of this Circular. *** The estimated transaction values of RRPTs from the forthcoming AGM to the next AGM based on the expected value of transactions estimated by the management of THP. Due to the nature of the transactions, the actual value of the transactions may vary and subject to change from the estimated values disclosed The Actual Value exceeds the Estimated Value by 10% or more. (1) Interested Major Shareholder LTH is a Major Shareholder of THP with 71.79% direct equity interest as at 31 March THP is related to the Related Party through a common Major Shareholder, LTH. Interested Director THP is related to the Related Party through a common Directorship. Tan Sri Ismee bin Haji Ismail, a Non-Independent Non-Executive Director of THP, is the Group Managing Director and Chief Executive Officer of LTH. Datuk Azizan bin Abd Rahman, a Non-Independent Non-Executive Director of THP, is the Chairman of the Investment Panel of LTH. (2) Interested Major Shareholder LTH is a Major Shareholder of THP with 71.79% direct equity interest as at 31 March THP is related to the Related Party through a common Major Shareholder, LTH. Interested Director THP is related to the Related Party through a common Directorship. Tan Sri Ismee bin Haji Ismail, a Non-Independent Non-Executive Director of THP, is the Group Managing Director and Chief Executive Officer of LTH. Datuk Azizan bin Abd Rahman, a Non-Independent Non-Executive Director of THP, is the Chairman of the Investment Panel of LTH. (3) Interested Major Shareholder LTH is a Major Shareholder of CCM with 49.90% direct equity interest as at 31 March LTH is a Major Shareholder of THP with 71.79% direct equity interest as at 31 March THP is related to the Related Party through a common Major Shareholder, LTH. Interested Director THP is related to the Related Party through a common Directorship, Dato Zainal Azwar bin Zainal Aminuddin ( DZA ) is the Chief Executive Officer and Executive Director of THP. DZA is a Chairman and Director of CCM. (4) Interested Major Shareholder TH Travel is a wholly-owned subsidiary of LTH. LTH is a Major Shareholder of THP with 71.79% direct equity interest as at 31 March THP is related to the Related Party through a common Major Shareholder, LTH. 8

13 NOTES (cont d) (5) Interested Major Shareholder Syarikat Takaful is a subsidiary of BIMB Holdings Berhad ( BIMB ). LTH is a Major Shareholder of BIMB with 54.40% direct equity interest as at 31 March LTH is a Major Shareholder of THP with 71.79% direct equity interest as at 31 March THP is related to the Related Party through a common Major Shareholder, LTH. (6) Interested Major Shareholder SKG is deemed a wholly-owned subsidiary of Theta Edge Berhad ( Theta ). LTH is a Major Shareholder of Theta with 68.60% direct equity interest as at 31 March LTH is a Major Shareholder of THP with 71.79% direct equity interest as at 31 March THP is related to the Related Party through a common Major Shareholder, LTH. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 9

14 2.5 Review Procedures in relation to RRPTs THP has established procedures and processes to ensure that the RRPTs are entered into on an arm s length basis and on normal commercial terms consistent with THP Group s operating policies, which are not more favourable to the Related Parties than those obtained from the public and are not to the detriment of the interests of the minority shareholders. The Board of Directors has put in place the following procedures and processes for the review of RRPTs, which amongst others, include the following: i. Rental for lands and office is determined at fixed rate; ii. The Tender Committee, headed by Independent Non- Executive Director of the Company, reviews purchases made from the Related Parties; iii. iv. The Audit Committee chaired by an Independent Non- Executive Director and another member who is also an Independent Non-Executive Director seeks the Internal Auditors confirmation that the RRPTs have been undertaken on an arm s length basis and on normal commercial terms which are not more favourable to the Related Parties than those obtained from the public and are not to the detriment of the interests of the minority shareholders of the Company; Reports on the RRPTs are compiled by the Finance Division on a quarterly basis for submission to the Audit Committee; v. Further, where any director or persons connected to him have an interest (direct or indirect) in any recurrent related party transactions, such director shall abstain from voting on the matter. Where any member of the Audit Committee is interested in any transaction, that member shall abstain from voting on any matter relating to any decisions to be taken by the Audit Committee with respect to such transaction; vi. Wherever practicable and/or feasible, at least two (2) other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison wherever possible, to determine whether the price and terms offered to/by the Related Parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantial similar type of products/services and/or quantities. In the event that quotations or comparative pricing from unrelated third parties cannot be obtained for the proposed transactions, the Audit Committee will rely on the prevailing market norms and practices taking into account the efficiency, quality and type of support services to be provided to ensure that the RRPTs are not detrimental to the Group; 10

15 vii. viii. There is no specific threshold for approval of RRPTs within THP Group. However, all RRPTs are subject to the approval of the appropriate levels of authority set by the Audit Committee, Tender Committee A and/or the Board from time to time. The Board and the Audit Committee may, as they deem fit, request for additional information to the transaction under review from independent sources or adviser, including obtaining valuations from independent professional valuers; and The methods and procedures on which the prices of transactions are to be determined by market forces, under similar commercial terms for transactions with third parties. 2.6 Statement by the Audit Committee The Audit Committee of the Company, having reviewed the procedures as outlined in Section 2.5 above, is of the view that the procedures are sufficient to ensure that the RRPTs are carried out on normal commercial terms which are not detrimental to the interest of the minority shareholders of the Company, and the terms are not more favourable to the Related Parties than those generally available to the public. The composition of the Audit Committee as at 31 March 2015 (being the latest practicable date prior to the printing of this Circular) is as follows: Name Designation Directorship Datuk Seri Mohamad Norza bin Zakaria Chairman Independent Non-Executive Director Datuk Seri Nurmala binti Abd Rahim Member Independent Non-Executive Director Dato Noordin bin Md Noor Member Independent Non-Executive Director Dato Amran bin Mat Nor Member Independent Non-Executive Director Datuk Azizan bin Member Non-Independent Non- Abd Rahman Executive Director When a member of the Audit Committee has an interest in the transaction to be reviewed by the Audit Committee, he will not participate in the deliberation of such transaction and will abstain from any decision-making by the Audit Committee in respect of that transaction. 11

16 The Audit Committee is of the view that the Group has put in place adequate procedures and processes to monitor, track and identify RRPTs in a timely and orderly manner, and will, at its discretion, amend the procedures and processes which are no longer appropriate or adequate, to ensure that the RRPTs are, at all times, carried out on terms consistent within the Company s practices and are not to detriment of the minority shareholders. These procedures and processes are reviewed on an annual basis. 3. RATIONALE AND BENEFITS OF THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATES The Proposed Renewal of Shareholders Mandates will benefit the Company by facilitating THP and/or its subsidiaries to enter into transactions described in Section 2.4 above in a timely manner, and to eliminate the need for the Company on each occasion, pursuant to the financial limits imposed by Paragraph of the Listing Requirements to seek the shareholders approval as and when potential transactions with the Related Parties arise. This would substantially reduce the administrative time, inconvenience and costs associated with the convening of such general meetings without compromising the corporate objectives and adversely affecting the business opportunities available to the THP Group. Shareholders of the Company will appreciate that the RRPTs, as outlined in Section 2.4 above are intended to facilitate transactions in the ordinary course of business of THP Group. The RRPTs are carried out at arms length basis on normal commercial terms which are not prejudicial to the interest of the shareholders, not more favourable to the Related Parties than those generally available to the public and are not detrimental to the interests of the minority shareholders. 4. FINANCIAL EFFECTS OF THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATES The Proposed Renewal of Shareholders Mandates are not expected to have any effect on the share capital, dividend, gearing, net assets earnings and the shareholdings of the Directors and Major Shareholder of the Company. 5. APPROVAL REQUIRED FOR THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATES The Proposed Renewal of Shareholders Mandates are subject to the approval being obtained from the shareholders of THP at the forthcoming AGM. 12

17 6. DIRECTORS AND MAJOR SHAREHOLDER S INTERESTS IN THE PROPOSED SHAREHOLDER S MANDATES Save as disclosed below, none of the other THP Directors, Major Shareholder and/or Persons Connected to them has any interest, whether direct or indirect, in the Proposed Renewal of Shareholders Mandates: i. Dato Zainal Azwar bin Zainal Aminuddin, a Chief Executive Officer and Executive Director of THP, is also a Director of subsidiary company of LTH; ii. iii. Tan Sri Ismee bin Haji Ismail, a Non-Independent Non-Executive Director of THP, is the Group Managing Director and Chief Executive Officer of LTH; Datuk Azizan bin Abd Rahman, a Non-Independent Non-Executive Director of THP, is the Chairman of the Investment Panel of LTH; and iv. LTH is a Major Shareholder holding a direct equity interest of 71.79% in THP as at 31 March As at 31 March 2015 (being the latest practicable date prior to the printing of this Circular), the direct and indirect shareholdings of the Interested Directors and the Interested Major Shareholder of THP are as follows: < Shareholdings > <--Direct--> <--Indirect--> Interested Directors No. of % No. of % THP Shares THP Shares Tan Sri Ismee bin Haji Ismail Datuk Azizan bin Abd Rahman Dato Zainal Azwar bin Zainal Aminuddin 4,800 # - - Interested Major Shareholder < Shareholdings > <--Direct--> <--Indirect--> No. of THP Shares % No. of THP Shares % LTH 634,523, Note: # negligible Accordingly, the above Interested Directors have and will continue to abstain from all Board deliberations and voting at Board level in relation to the RRPTs. The Interested Directors shall abstain from voting on the Proposed Renewal of Shareholders Mandates, in respect of their direct and indirect interests in THP, where applicable, at the forthcoming AGM. 13

18 The Interested Directors and the Interested Major Shareholder have undertaken to ensure that they themselves and Persons Connected to them shall also abstain from voting on the Proposed Renewal of Shareholders Mandates, in respect of their direct and indirect interests in THP, where applicable, at the forthcoming AGM. 7. DIRECTORS RECOMMENDATION Your Directors (save for Dato Zainal Azwar bin Zainal Aminuddin, Tan Sri Ismee bin Haji Ismail and Datuk Azizan bin Abd Rahman, who have abstained from making any opinions and recommendations in respect of the Proposed Renewal of Shareholders Mandates) having considered all aspects of the Proposed Renewal of Shareholders Mandates, is of the opinion that the Proposed Renewal of Shareholders Mandates are in the best interest of the Company and recommend that you vote in favour of the resolution pertaining to the said proposal to be tabled at the forthcoming Forty-First AGM of the Company. 8. FORTY-FIRST AGM The resolution to vote on the Proposed Renewal of Shareholders Mandates are set out as Special Business in the Notice of Forty-First AGM contained in the 2014 Annual Report which was sent to you together with this Circular. The Forty-First AGM will be held at the Pacific Ballroom, Level 2, Seri Pacific Hotel Kuala Lumpur, Jalan Putra, Kuala Lumpur on Wednesday, 20 May 2015 at a.m. If you are unable to attend and vote in person at the AGM, you should complete and return the Form of Proxy enclosed in the 2014 Annual Report in accordance with the instructions therein as soon as possible so as to arrive at the Registered Office of the Company at Tingkat 23, Bangunan TH Selborn, 153, Jalan Tun Razak, Kuala Lumpur not less than forty-eight (48) hours before the time set for the AGM. The lodging of Form of Proxy will not preclude you from attending and voting in person at the AGM should you subsequently wish to do so. 9. FURTHER INFORMATION Shareholders are advised to refer to Appendix I of this Circular, for further information. 14

19 Yours faithfully, for and on behalf of the Board TH PLANTATIONS BERHAD DATUK SERI MOHAMAD NORZA BIN ZAKARIA Independent Non-Executive Director THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 15

20 APPENDIX I FURTHER INFORMATION 1. DIRECTORS RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Directors of THP who collectively and individually accept full responsibility for the accuracy of the information given herein and confirm that after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement misleading in this Circular. 2. MATERIAL LITIGATION Save as disclosed below, THP and its subsidiaries are not engaged in any material litigation, claims and/or arbitration, either as plaintiff or defendant and the Directors of THP have no knowledge of any proceedings, pending or threatened, or of any facts likely to give rise to any proceedings which might materially and adversely affect the financial position or business of THP Group: 2.1 The Kuching High Court Suit No III(I) (The Court of Appeal Civil Appeal No. Q /2012 and Civil Appeal No. Q /2012) ( Case I ) TR. Nyutan Ak Jami, Gangak Anak Guma, Langa Anak Kama and 183 Others (collectively the Plaintiffs ) v. Lembaga Pembangunan dan Lindungan Tanah ( 1 st Defendant ), Nirwana Muhibbah Sdn Bhd ( 2 nd Defendant ) and the State Government of Sarawak ( 3 rd Defendant ) (collectively the Defendants ). On 20 November 1998, the Plaintiffs filed civil suit against the Defendants claiming that amongst others, the Plaintiffs be given vacant possession of the native customary land being about one (1) kilometre along both banks of Sungei Tampoi, some parts along Sungei Krang and Sungei Meringgang ( Native Customary Land ), which is within the land described as Lot 166 Block 5 of Melikin Land District ( Gedong Land ). On 23 February 2012, the High Court of Sabah and Sarawak ( High Court ) came to a decision that the Plaintiffs had proven their native customary rights over the areas claimed. The High Court had also granted the following Orders:- a. the 3 rd Defendant to take steps within 30 days to rectify the affected provisional leases by excluding the Native Customary Land; and b. damages to be assessed by the High Court s registrar and paid by the 1 st and 2 nd Defendants to the Plaintiffs with interest thereon at 4% per annum from the date of writ to full payment. 16

21 FURTHER INFORMATION (cont d) On 22 March 2012, the Defendants filed an appeal to the Court of Appeal ( CoA ). On 24 September 2012, an application for the Stay of Execution of the said judgment was filed by 1 st and 2 nd Defendants before the High Court, which was subsequently dismissed by the High Court. Being the current registered proprietors of the lands affected, and in order to safeguard their interest over the said lands, TH PELITA Gedong Sdn. Bhd. ( TH PELITA Gedong ) and TH PELITA Sadong Sdn. Bhd. ( TH PELITA Sadong ) have through their solicitors, on 23 March 2012, filed a motion to intervene in the appeal, which was subsequently allowed. 2.2 The Kuching High Court Civil Suit No I (The Court of Appeal Civil Appeal No. Q , Civil Appeal No. Q and Civil Appeal No. Q ( Case II ) Luking Anak Uding, Simah Anak Empaling, Nyambar Anak Suwat suing on behalf of themselves and all other proprietors, occupiers, holders or claimants of Native Customary Rights lands situated at or around Kampong Merakai, Gedong, Simunjan, Kota Samarahan Division, Sarawak (collectively the Plaintiffs ) v. Superintendent of Lands & Surveys Kota Samarahan Division ( 1 st Defendant ), State Government of the State of Sarawak ( 2 nd Defendant ), Lembaga Pembangunan dan Lindungan Tanah ( 3 rd Defendant ) Nirwana Muhibbah Sdn Bhd ( 4 th Defendant ) (collectively the Defendants ). On 30 March 2002, the Plaintiffs filed the civil suit against the Defendants claiming that amongst others, the Plaintiffs had native customary rights land within the area of the extent or boundary between Kampung Merakai and several other villages, which share a common boundary with Kampung Merakai ( Native Customary Land ). On 21 February 2011, the High Court ruled against the Defendants and made, amongst others, the following declarations and orders: a. the Plaintiffs have acquired Native Customary Rights over the areas claimed; and b. the issuance of the Provisional Leases to the 3 rd Defendant and 4 th Defendant, in so far as it covers, includes or impairs the Plaintiffs rights over their Native Customary Land was null and void. The 3 rd and 4 th Defendants had on 29 March 2011 obtained an order for a stay of execution of the judgment. On 31 March 2011, the 3 rd and 4 th Defendants had filed an appeal to the Court of Appeal ( CoA ). 17

22 FURTHER INFORMATION (cont d) The Provisional Lease or the land affected under this case is now under the registered proprietorship of TH PELITA Sadong Sdn Bhd. For the reason that TH PELITA Sadong was not joined as a party to the High Court Suit, and in order to protect TH PELITA Sadong s said asset and interests, an application was filed, and TH PELITA Sadong successfully obtained a leave from the CoA to intervene. 2.3 The hearing of the Appeals for Case I and Case II The Court of Appeal had fixed the above appeals for hearing on 12 April 2013, which was subsequently adjourned to 29 August In view of the common facts, areas of claim and legal principles involved, the CoA had later ordered all the above appeals to be heard together (consolidated hearing) at a special sitting of the Court of Appeal sitting in Kuching, Sarawak on 26 September 2013 and 27 September 2013, comprising the appeal cases as follows : 1. Court of Appeal Civil Appeal No. Q /2012 Lembaga Pembangunan Dan Lindungan Tanah & Another (Appellants) TR Nyutan Anak Jami & 2 Others (Respondents) TH PELITA Sadong Sdn Bhd and TH PELITA Gedong Sdn Bhd (Interveners) 2. Civil Appeal No. Q /2012 State Government of Sarawak (Appelants) TR Nyutan Anak Jami & 2 Others (Respondents) TH PELITA Sadong Sdn Bhd and TH PELITA Gedong Sdn Bhd (Interveners) 3. Civil Appeal No. Q Lembaga Pembangunan Dan Lindungan Tanah (Appellant) Luking Anak Uding & 3 Others (Respondents) TH PELITA Sadong Sdn Bhd (Intervener) 4. Civil Appeal No. Q Government of the State of Sarawak (Appellant) Luking Anak Uding & 3 Others (Respondents) TH PELITA Sadong Sdn Bhd (Intervener) 5. Civil Appeal No. Q Nirwana Muhibbah Sdn Bhd vs Luking Anak Uding & 3 Others Over an afternoon session on the 27 th September 2013, the Court of Appeal had heard and dismissed all the above five (5) appeals with cost to the Respondents. 18

23 FURTHER INFORMATION (cont d) No grounds were stated by the Court of Appeal in delivering such decision, except to decline to disturb, and to affirm the two (2) decisions of the High Court (from which the 5 appeals were based). To date, the Court of Appeal has not provided or made available its written grounds. On 23 October 2013, all parties to the appeals, including TH PELITA Sadong and TH PELITA Gedong, had filed an application for leave to appeal to the Federal Court against the decision of the Court of Appeal. In relation to the Case I, the Federal Court had allowed TH PELITA Sadong Sdn Bhd and TH PELITA Gedong Sdn Bhd on 3 December 2014 Leave to Appeal on a point of law arising from the decision of the Court of Appeal in September Furthermore, the Federal Court also extended the Stay of Execution of the High Court judgment as affirmed by the Court of Appeal on 19 June In relation to the Case II, following an out of court settlement between the parties, the Federal Court granted a Consent Order on 3 December This case is now deemed settled. As such, at this juncture, the Directors of the Companies do not expect the eventual outcome to have a material effect on the Company s financial position. In the Directors opinion, disclosure of any further information about the above matter would be inappropriate, and may even be prejudicial to the interest of the Companies. 2.4 The Kuching High Court Suit No / ( Case III ) TH PELITA Sadong ( 1 st Plaintiff ) and TH PELITA Gedong ( 2 nd Plaintiff ) (collectively the Plaintiffs ) v. First Composite Sdn Bhd ( 1 st Defendants ) & 15 Others ( 15 Other Defendants ) (collectively the Defendants ). This suit was instituted against the Defendants on 26 June Some of the natives of the Kuching High Court Suit No III(I), from Kampung Lebor, Jalan Gedong, 94700, Serian, attempted to take advantage of the Judgment in the High Court Suit No III(I) by appointing the 1 st Defendant to manage and taking physical possession of the area of approximately one (1) kilometre along both banks of Sungei Tampoi, some parts along Sungei Krang and Sungei Meringgang. Consequently, the Plaintiffs had on 26 June 2012 filed an application for injunction against the 1 st Defendant and 15 Other Defendants, in order to protect the interest of TH PELITA Gedong and TH PELITA Sadong as the registered proprietors of their respective lands. The Plaintiffs and the Defendants had on 14 August 2012, recorded a consent order to jointly survey the Native Customary Land ( Consent Order ). Based on the survey carried out by a chartered surveyor appointed by TH PELITA Gedong, the alleged Native Customary Land is hectares, more or less, which is situated on Gedong Land ( Surveyed Area ). 19

24 FURTHER INFORMATION (cont d) The Consent Order is subject to the outcome of the stay of execution which was dismissed on 24 September The Court had fixed the matter for Pre-Trial Case Management on 19 April 2013 and further adjourned to 17 June On 18 April 2013, our Company announced that the solicitors for TH PELITA Sadong and TH PELITA Gedong had been served by the Defendants with a Notice of Application to Strike Out the Plaintiffs Writ of Summons and Statement of Claim. The Hearing for the said Notice of Application was fixed on 27 May This application to strike out TH PELITA Sadong s and TH PELITA Gedong s claims was allowed by the High Court on 22 August TH PELITA Sadong and TH PELITA Gedong appealed to the Court of Appeal against the said decision. On 27 March 2014, the Court of Appeal had allowed TH PELITA Sadong s and TH PELITA Gedong s Appeal and the case had been remitted back to the High Court for trial. The matter was brought up for mention on 31 March 2014 before the High Court, Kuching and the Court had fixed 1 December 2014 until 5 December 2014 for trial. On 23 December 2014, TH PELITA Sadong and TH PELITA Gedong had filed an application under Order 14A Rules of Court, 2012 to have the matter determined on questions of law and also to strike out the Defendants Defence in light of the extension of the Stay of Execution Order granted by the Federal Court to TH PELITA Sadong and TH PELITA Gedong. The said Notice of Application had been fixed for hearing on 23 January The Defendants had filed their Affidavit of Opposition on 16 January 2015 to oppose the said Notice of Application. Meanwhile, TH PELITA Sadong and TH PELITA Gedong will be filing their Affidavits of Reply in due course. The court had fixed 2 April 2015 for hearing of the submissions by the parties. 2.5 High Court at Kuantan, Civil Suit No.:22NCVC-64-11/2013 Abdul Aziz Bin Embong And Abdul Aziz Bin Arshad vs Lembaga Tabung Haji and TH Plantations Berhad ( Civil Suit ) The above Civil Suit via a Writ of Summons and Statement of Claim dated 29 November 2013, had been received by Lembaga Tabung Haji ( LTH ) as the 1 st Defendant and the Company as the 2 nd Defendant on 24 December The Civil Suit was initiated by Abdul Aziz bin Embong and Ab. Aziz bin Arshad (representing himself and smallholders in Kampung Meripoh, Kampung Lubuk Batu, Kampung Alai and surrounding areas in Mukim Keratong, Daerah Rompin, Negeri Pahang) ( Plaintiffs ). In the Civil Suit, the Plaintiffs are claiming for amongst others; 20

25 FURTHER INFORMATION (cont d) (a) a declaration that the alleged profit derived from the revenue of palm crop cultivated on the following lands which had been developed and managed by THP as oil palm plantations under a lease given by LTH as the proprietor of the said lands in the sum of RM468,461, including interest belong to the Plaintiffs and that the Defendants return such sums to the Plaintiff. These lands were alienated to LTH by the State Government of Pahang in 1972 for oil palm development: i. H.S. (D) 3736 (formerly known as H.S. (D) (82)) No. P.T. 288, Mukim Keratong, Daerah Rompin, Negeri Pahang); ii. H.S. (D) 3737 (formerly known as H.S. (D) (83)) No. P.T. 289, Mukim Keratong, Daerah Rompin, Negeri Pahang); iii. iv. H.S. (D) 3782 (formerly known as H.S. (D) (146)) No. P.T. 305, Mukim Keratong, Daerah Rompin, Negeri Pahang); H.S. (D) 3783 (formerly known as H.S. (D) (147)) No. P.T. 306, Mukim Keratong, Daerah Rompin, Negeri Pahang); v. H.S. (D) 1447 No. P.T. 452 Mukim Keratong, Daerah Rompin, Negeri Pahang; and vi. H.S. (D) 1419 No. P.T. 2549, Mukim Keratong, Daerah Rompin, Negeri Pahang. (The registered proprietor is THP). (all of the six (6) land titles above are collectively referred to as Lands ); (b) for an order that a portion of the Lands measuring 2,080 acres be transferred into the names of the Plaintiffs. The Plaintiffs have alleged that their entitlement to profit and ownership of 2,080 acres of the Lands as set out in (a) and (b) above arose from certain express terms ( syarat nyata ) imposed by the State Government of Pahang as conditions for the alienation of the Lands. THP had in 2005, submitted an application to the State Government of Pahang for these syarat nyata to be waived and this application was subsequently approved save for the condition that the Lands can only be utilised for cultivation for oil palm. 21

26 FURTHER INFORMATION (cont d) The facts and claims under this Civil Suit appear to be similar to a suit which was previously commenced by one Shamsudin Bin Abd Hamid (for himself and on behalf of 300 smallholders in Kampung Kota Bahagia, Kampung Lubuk Batu, Kampung Meripoh and the areas surrounding Mukim Keratong) in Kuala Lumpur High Court Suit No. 22NCVC /2012 ( Shamsudin Suit ). THP had successfully obtained a Court Order to strike out the Shamsudin Suit on 22 February The appeal by the Plaintiffs in the Shamsudin Suit against the Court Order dated 22 February 2013 was dismissed with costs by the Court of Appeal on 9 July THP has appointed the law firm of Zaid Ibrahim & Co. to act on its behalf and to advise it on the proprietary of the Plaintiffs claims whereby THP will appropriately instruct its solicitors to vigorously defend the Civil Suit. Save for legal expenses, the Civil Suit has no material financial and operational impact on THP at present. THP is currently collating the relevant information in order to make an assessment of any expected losses arising from the Civil Suit. The Defendants had filed a Statement of Defence on 8 January 2014 and the Court further allowed the Defendants liberty to file a Striking-out Application on or before 22 January On 22 January 2014, the Defendants had filed in the Court an Application to Strike-Out the Plaintiff s Statement of Claim ( Striking-Out Application ). The Striking-Out Application was fixed for hearing on 10 March On 10 March 2014, upon hearing counsels for both parties, the Court had fixed 7 April 2014 for the Decision of the Striking-Out Application. On 7 April 2014, the Court had allowed the Striking-Out Application with noorders as to costs. As a result of the decision, the Plaintiffs action against the Defendants under the Civil Suit has been effectively struck-out. On 7 May 2014, the Plaintiffs had filed a Notice of Appeal to the Court of Appeal ( CoA ). The CoA had fixed for the Case Management for the Appeal on 17 June During the Case Management, the CoA had directed the Appellants to ensure compliance with the timelines for the filing of the Record of Appeal and fixed the Appeal for further Case Management on 15 August 2014, which was later changed to 14 August

27 FURTHER INFORMATION (cont d) On 14 August 2014, the Appellants informed the Court that they intend to withdraw the Appeal. The CoA had directed the Appellants to take necessary steps to file the Notice of Withdrawal to formalise the withdrawal of the Appeal by 28 August The Appeal was fixed for further Case Management on 28 August At the Case Management session before the CoA Registry on 28 August 2014, this matter had been designated for disposal before panel of Judges of the CoA to determine on the issue of costs of withdrawal of the Appeal. The Appeal had been fixed for disposal before the CoA on 25 September 2014 following the Appellants decision to discontinue the Appeal against the Respondents. On 25 September 2014, the CoA had ordered for the Appeal to be struck-out and for the Appellants deposit of RM1, to be paid to the Respondents as costs. 3. MATERIAL CONTRACTS There are no material contracts (not being contracts entered into in the ordinary course of business) which have been entered into by THP Group within the past two (2) years preceding the date of this Circular. 4. DOCUMENTS FOR INSPECTION The following documents are available for inspection at the Registered Office of the Company during normal office hours from Mondays to Fridays (excluding public holidays) from the date of this Circular and up to the time set for the AGM: (a) (b) (c) Memorandum and Articles of Association of THP; Audited Financial Statements of THP for the previous two (2) years ended 31 December 2013 and 31 December 2014; and Cause papers for the material litigation referred to in Section 2 above. 23

28