NAIM HOLDINGS BERHAD (Company No M) (Incorporated in Malaysia under the Companies Act,1965)

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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad ( Bursa Securities ) has only conducted a limited review of the contents of this Circular in relation to the Proposed LTIP (as defined herein) prior to its issuance pursuant to Practice Note 18 of the Listing Requirements of the Main Market of Bursa Securities. Bursa Securities 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. NAIM HOLDINGS BERHAD (Company No M) (Incorporated in Malaysia under the Companies Act,1965) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED ESTABLISHMENT OF A LONG-TERM INCENTIVE PLAN OF UP TO TEN PERCENT (10%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF NAIM HOLDINGS BERHAD ( NAIM ) (EXCLUDING TREASURY SHARES) FOR THE ELIGIBLE EMPLOYEES OF NAIM AND ITS SUBSIDIARIES AND EXECUTIVE DIRECTORS OF NAIM AND NOTICE OF EXTRAORDINARY GENERAL MEETING Adviser Scheme Adviser The notice of Extraordinary General Meeting ( EGM ) of Naim to be held at a.m. on Tuesday, 26 May 2015 at Damai Beach Resort, Teluk Bandung, Santubong, Kuching, Sarawak or immediately following the conclusion or adjournment (as the case may be) of the Thirteenth (13 th ) Annual General Meeting of Naim, which will be held at the same venue and on the same day at a.m., for the purpose of considering the abovementioned proposal together with the Form of Proxy are enclosed herewith. The Form of Proxy should be lodged at the Registered Office of Naim at 9 th Floor, Wisma Naim, 2 ½ Miles Rock Road, Kuching, Sarawak, Malaysia not less than forty-eight (48) hours before the time set for holding the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. Last date and time for lodging the Form of Proxy : Sunday, 24 May 2015 at a.m. Date and time of the EGM : Tuesday, 26 May 2015 at a.m. This Circular is dated 30 April 2015

14 APPENDIX I DRAFT BY-LAWS FOR THE PROPOSED LTIP (Cont d) NAIM HOLDINGS BERHAD BY-LAWS FOR THE LONG-TERM INCENTIVE PLAN 1. DEFINITIONS AND INTERPRETATION 1.1 In these By-Laws, the following words and expressions shall bear the following meanings, unless the context otherwise requires: Act means the Companies Act, 1965 Adviser Affected Employee Articles means a corporate finance adviser that may act as a principal adviser under the Securities Commission s Principal Adviser Guidelines shall have the meaning ascribed to it in By-Law 21.1 means the Articles of Association of the Company as amended from time to time Audit Committee shall have the meaning ascribed to it in By-Law 5.2 Auditors Authorised Nominee Board Bursa Depository means the auditors of the Company, as appointed from time to time means a person who is authorised to act as a nominee as specified in accordance with the schedule prescribed under part VIII of the Rules of Bursa Depository means the board of directors of the Company means Bursa Malaysia Depository Sdn Bhd ( W) Bursa Securities means Bursa Malaysia Securities Berhad ( W) By-Laws means, collectively, the terms and conditions governing the Plan as set forth in these By-Laws as amended, modified and/or supplemented from time to time CDS means the Central Depository System established, administered and operated by Bursa Depository for the central handling of securities deposited with Bursa Depository CDS Account means the account established by Bursa Depository for a depositor for the recording of deposit of securities and dealings in such securities by that depositor of securities 1 10

15 APPENDIX I DRAFT BY-LAWS FOR THE PROPOSED LTIP (Cont d) Company or Naim means Naim Holdings Berhad ( M), a public company limited by shares and incorporated in Malaysia and shall, where the context admits, include its successors in title Disciplinary Proceedings means proceedings instituted by a Group Company against a Grantee employed by that Group Company for any alleged negligence, misbehaviour, misconduct, fraud, financial misstatement, reputational damage and/or any other act of the Grantee deemed to be unacceptable by that Group Company in the course of that Grantee s employment, whether or not such proceedings may give rise to a dismissal or termination of the contract of service of such Grantee Effective Date Eligible Employee Employee Executive Director means the date on which the Plan takes effect which shall be the last day on which full compliance with the relevant requirements of the Listing Requirements, more particularly set out in By-Law 15.1 have been obtained/met means any Executive Director and/or Employee who is eligible to be selected to participate in the Plan as set forth in By-Laws 2.1 and 2.2, and Eligible Employees means any two or more of them means any person who is employed by any Group Company including any Executive Director means a natural person who is a director of Naim in a full-time executive capacity who is involved in the day-to-day management Ex-Group Company shall have the meaning ascribed to it in By-Law 2.4 Grant Commencement Date Grant Date Grant Termination Date Grantee means in relation to each Grant, the date fixed by the LTIP Committee as the date on which the Vesting Period commences means in relation to a Grant, the date on which the Grant is awarded by the LTIP Committee means in relation to a Grant, the date on which the Grant terminates, expires, lapses and/or otherwise ceases to be of any force and effect or the date immediately following the day on which the Shares comprised in the Grant are intended to vest in full in accordance with these By-Laws means an Eligible Employee selected by the LTIP Committee to whom a Grant is awarded pursuant to By-Law 5, and Grantees means any two or more of them 2 11

BINA PURI HOLDINGS BHD. (Company No.: X) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO TO SHAREHOLDERS

BINA PURI HOLDINGS BHD. (Company No.: X) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO TO SHAREHOLDERS THIS THIS CIRCULAR IS IS IMPORTANT AND AND REQUIRES YOUR IMMEDIATE ATTENTION. If If you you are are in in any any doubt as as to to the the course of of action to to take, take, you you should consult