THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately. Bursa Malaysia Securities Berhad ( Bursa Securities ) has not perused the contents of this Circular prior to the issuance of this Circular as it is an Exempt Circular pursuant to Guidance Note 22 of the Ace Market Listing Requirements of Bursa Securitites. 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. SCAN ASSOCIATES BERHAD (525669-P) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS IN RELATION TO PROPOSED CHANGE OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING The notice of the Extraordinary General Meeting ( EGM ) of Scan Associates Berhad ( SCAN or the Company ) to be held at Level 4, Menara Lien Hoe, No. 8, Persiaran Tropicana & Jalan Tropicana Utama, Tropicana, 47410 Petaling Jaya, Selangor, on Wednesday, 18 January 2017 at 11.00 a.m., together with a Form of Proxy, are enclosed herein. The Form of Proxy should be completed and returned in accordance with the instructions therein as soon as possible and should be deposited at the Company s Share Registrar, Shareworks Sdn Bhd of No. 2 1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur, not less than forty eight (48) hours before the time fixed for holding the EGM or any adjourment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so. Last day and time for lodging the Form of Proxy : Monday, 16 January 2017 at 11.00 a.m. Date and time of EGM : Wednesday, 18 January 2017 at 11.00 a.m. This Circular is dated 3 January 2017
DEFINITIONS For the purposes of this Circular, except where the context otherwise requires, the following definitions shall apply: Act Audit Committee Board Bursa Securities EGM Listing Requirements Major Shareholder(s) : The Companies Act, 1965 as amended from time to time, and includes every statutory modification or any re enactment thereof for the time being in force : The Audit Committee of SCAN : The Board of Directors of SCAN : Bursa Malaysia Securities Berhad (Company No. 635998 W) : The Extraordinary General Meeting of SCAN to be held on Wednesday, 18 January 2017, notice of which is enclosed in this Circular : Ace Market Listing Requirements of Bursa Securities, including any amendments made in respect thereof from time to time : Means a person who has an interest or interests in one or more voting shares in a company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is: (a) (b) 10% or more of the aggregate of the nominal amounts of all the voting shares in the Company; or 5% or more 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 has the meaning given in Section 6A of the Act Proposed Change of Auditors Resignation SCAN or the Company : Proposed appointment of Messrs. Morison AAC in place of the resigning Auditors, Messrs. Baker Tilly Monteiro Heng : Intended resignation of Messrs. Baker Tilly Monteiro Heng as auditors of the Company : Scan Associates Berhad (525669 P) Words incorporating the singular shall, where applicable, include the plural and vice versa and words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include a corporation, 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 a time of a day in this Circular shall be a reference to Malaysian time, unless otherwise specified. i
TABLE OF CONTENTS LETTER TO THE SHAREHOLDERS CONTAINING : PAGE 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSED CHANGE OF AUDITORS 1 2 3. RATIONALE FOR THE PROPOSED CHANGE OF AUDITORS 2 4. INTEREST OF DIRECTORS / MAJOR SHAREHOLDERS 2 5. APPROVAL REQUIRED 2 6. DIRECTORS RECOMMENDATION 2 7. EGM 3 APPENDIX I FURTHER INFORMATION 4 APPENDIX II NOTICE OF NOMINATION 5 NOTICE OF EGM FORM OF PROXY ENCLOSED ENCLOSED THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK ii
SCAN ASSOCIATES BERHAD (Company No. 525669 P) (Incorporated in Malaysia) Registered Office: Suite 10.03, Level 10, The Gardens South Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur. 3 January 2017 Board of Directors Maj (RTD) Ismail Bin Ahmad Mr. Mak Siew Wei Mr. Teh Chee Hoe Mr. Yeoh Eng Kong Professor Dato Dr Norbik Bashah Bin Idris Mr. Chong Khing Chung (Independent Non Executive Chairman) (Executive Deputy Chairman) (Executive Director) (Non Independent Non Executive Director) (Non Independent Non Executive Director) (Independent Non Executive Director) To : The Shareholders of Scan Associates Berhad Dear Sir/Madam, PROPOSED CHANGE OF AUDITORS 1. INTRODUCTION On 8 June 2016, the Company announced to Bursa Securities that it had on the same date received the notice in writing from Messrs. Baker Tilly Monteiro Heng on their intention to resign as Auditors of the Company. Pursuant to Section 172(15) of the Act, the Resignation will only take effect on the appointment of new Auditors by the shareholders of the Company at an EGM. The purpose of this Circular is to provide you with the relevant information on the Proposed Change of Auditors and to seek your approval for the ordinary resolution pertaining to the Proposed Change of Auditors to be tabled at the forthcoming EGM. The Notice of the EGM together with the Form of Proxy are enclosed in this Circular. SHAREHOLDERS OF SCAN ARE ADVISED TO READ THE CONTENTS AND THE APPENDICES OF THIS CIRCULAR, AND TO CONSIDER CAREFULLY THE DIRECTORS RECOMMENDATION BEFORE VOTING ON THE RESOLUTION TO GIVE EFFECT TO THE PROPOSED CHANGE OF AUDITORS. 2. DETAILS OF THE PROPOSED CHANGE OF AUDITORS Messrs. Baker Tilly Monteiro Heng had on 8 June 2016 given notice in writing to the Board of their intention to resign as auditors of the Company. Pursuant to Section 172(15) of the Act, their resignation will be effective only after another firm of auditors has been appointed. 1
The Company s existing auditors, Messrs. Baker Tilly Monteiro Heng have been the Auditors of the Company since the financial year 2010. Messrs. Baker Tilly Monteiro Heng was reappointed as the auditors of the Company at the last Fourteenth Adjourned Annual General Meeting ( 14th Adjourned AGM ) of the Company held on 15 January 2016 to hold office until conclusion of the next AGM of the Company. On 27 October 2016, the Company received a notice of nomination from a shareholder of the Company, Mr Mak Siew Wei, for the proposed nomination of Messrs. Morison AAC as Auditors of the Company for the financial year ended 31 October 2016 in place of the resignation Auditors, Messrs. Baker Tilly Monteiro Heng and to hold office until the conclusion of the next Annual General Meeting of the Company at a remuneration to be determined by the Board. The Company had on 27 October 2016 received the written consent of Messrs. Morison AAC to act as the Auditors of the Company for the financial year ended 31 October 2016, if so appointed. On 27 October 2016, the Board resolved to convene an EGM of the Company to obtain shareholders approval for the Proposed Change of Auditors. 3. RATIONALE FOR THE PROPOSED CHANGE OF AUDITORS The Resignation had created a vacancy for the office of auditors of the Company. The proposed nomination of Messrs. Morison AAC is to fill the casual vacancy in the office of auditors following the resignation of Messrs. Baker Tilly Monteiro Heng. The Board having reviewed the fee and engagement proposal received from Messrs. Morison ACC and in consultation with the Audit Committee determined that the proposal from Messrs. Morison AAC is reasonable and cost effective. The Board and the Audit Committee have considered the profile, adequacy of the resources and experience of Messrs. Morison AAC and is of the opinion that Messrs. Morison AAC will be able to meet the audit obligations of the Company in compliance with the Listing Requirements and provisions of the Act. 4. INTEREST OF DIRECTORS / MAJOR SHAREHOLDERS None of the Directors and/or major shareholders of SCAN or any persons connected to them has any interest, direct or indirect, in the Proposed Change of Auditors. 5. APPROVAL REQUIRED The Proposed Change of Auditors is subject to and conditional upon approval being obtained from the shareholders of the Company at an EGM to be convened. 6. DIRECTORS RECOMMENDATION The Board, after having considered all aspects of the Proposed Change of Auditors, is of the opinion that it is in the best interest of the Company and accordingly, recommends that you vote favour of the ordinary resolution to give effect to the Proposed Change of Auditors to be tabled at the forthcoming EGM. 2
7. EGM The resolution to vote on the Proposed Change of Auditors is set out in the Notice of EGM which is enclosed in this Circular. The EGM is scheduled to be held at Level 4, Menara Lien Hoe, No. 8, Persiaran Tropicana & Jalan Tropicana Utama, Tropicana, 47410 Petaling Jaya, Selangor on Wednesday, 18 January 2017 at 11.00 a.m., for the purpose of considering and, if thought fit, to pass the resolution pertaining to the Proposed Change of Auditors. If you are unable to attend and vote in person at the EGM, you are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed therein as soon as possible so as to arrive at the Share Registrar of the Company, ShareWorks Sdn Bhd of No. 2 1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur, Wilayah Persekutuan not later than forty eight (48) hours before the time set for the EGM. The completion and return of Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. Yours faithfully, For and on behalf of the Board of SCAN ASSOCIATES BERHAD Mejar (Rtd) Ismail Bin Ahmad Independent Non Executive Chairman 3
APPENDIX I FURTHER INFORMATION 1. DIRECTORS 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 herein and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated in this Circular are accurate and that there are no material facts, the omission of which would make any statement in this Circular misleading. 2. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the Registered Office at Suite 10.03, Level 10, The Gardens South Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur during normal business hours from Monday to Friday (except public holidays) for a period from the date of this Circular to the date of the EGM : i) Memorandum and Articles of Association of the Company; ii) Letter of Consent to Act from Messrs. Morison AAC; iii) Notice of Nomination of Messrs. Morison AAC as auditors; and iv) Letter of Resignation as Auditors from Messrs. Baker Tilly Monteiro Heng. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 4
APPENDIX II NOTICE OF NOMINATION 5
SCAN ASSOCIATES BERHAD (Company No. 525669 P) (Incorporated in Malaysia) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Scan Associates Berhad ( SCAN or the Company ) is scheduled to be held at Level 4, Menara Lien Hoe, No. 8, Persiaran Tropicana & Jalan Tropicana Utama, Tropicana, 47410 Petaling Jaya, Selangor on Wednesday, 18 January 2017 at 11.00 a.m., or at any adjournment thereof, for the purpose of considering and if thought fit, passing with or without modifications the following resolution: ORDINARY RESOLUTION PROPOSED CHANGE OF AUDITORS THAT Messrs. Morison AAC [AF 001977] be and are hereby appointed as Auditors of the Company in place of Messrs. Baker Tilly Monteiro Heng [AF 0117] who has resigned as Auditors of the Company and to hold office until the conclusion of the next Annual General Meeting at a remuneration to be determined by the Directors. BY ORDER OF THE BOARD Tan Tong Lang (MAICSA 7045482) Thien Lee Mee (LS 0009760) Company Secretaries Kuala Lumpur Date: 3 January 2017 NOTES : 1. A member of the Company who is entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy. 2. A member may appoint only 1 proxy to attend the same meeting. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint only 1 proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 3. However, where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ( omnibus account ), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the Securities Industry (Central Depositories) Act 1991 ( SICDA ) which is exempted from compliance with the provisions of subsection 25A(1) of SICDA. Where exempt authorised nominee appoints two (2) or more proxies, such appointments shall not be valid unless the member specifies the proportions of its shareholding to be presented by each proxy. 4. The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. 5. The instrument appointing a proxy and the power of attorney or other attorney, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Company s Share Registrar, ShareWorks Sdn Bhd of No. 2 1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur, Wilayah Persekutuan not less than 48 hours before the time for holding the meeting or adjourned meeting. 6. In respect of deposited securities, only Members whose names appear in the Record of Depositors on 11 January 2017 (General Meeting Record of Depositors) shall be entitled to attend, speak and vote at this Extraordinary General Meeting.
SCAN ASSOCIATES BERHAD (525669 P) Form of Proxy NUMBER OF SHARES HELD I / We (Full Name in Block Letters) NRIC No. / Passport No. / Company No. of being a member / members of SCAN ASSOCIATES BERHAD, hereby appoint NRIC No. / Passport No. of and/or of NRIC No. / Passport No. NO. ORDINARY RESOLUTION FOR AGAINST 1. Proposed Change of Auditors Companies Act, 1965. (Please indicate with X how you wish to cast your vote. In the absence of specific directions, the proxy may vote or abstain from voting on the resolutions as he/she may think fit.) Signed this day of, 2017. CDS ACCOUNT NO. or failing *him/her, the Chairman of the meeting as my / our proxy to vote and act on my / our behalf at the Extraordinary General Meeting of Scan Associates Berhad is scheduled to be held at Level 4, Menara Lien Hoe, No. 8, Persiaran Tropicana & Jalan Tropicana Utama, Tropicana, 47410 Petaling Jaya, Selangor on Wednesday, 18 January 2017 at 11.00 a.m., or at any adjournment thereof, for the purpose of considering and if thought fit, passing with or without modifications the following resolution: The proportions of my/our holdings to be represented by my/our proxies are as follows: Signature (If shareholder is a corporation, this form should be executed under seal) First Proxy No. of Shares: Percentage :.% Second Proxy No. of Shares: NOTES: Percentage :.% 1. A member of the Company who is entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy. 2. A member may appoint only 1 proxy to attend the same meeting. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint only 1 proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 3. However, where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ( omnibus account ), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the Securities Industry (Central Depositories) Act 1991 ( SICDA ) which is exempted from compliance with the provisions of subsection 25A(1) of SICDA. Where exempt authorised nominee appoints two (2) or more proxies, such appointments shall not be valid unless the member specifies the proportions of its shareholding to be presented by each proxy. 4. The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. 5. The instrument appointing a proxy and the power of attorney or other attorney, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Company s Share Registrar, ShareWorks Sdn Bhd of No. 2 1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur, Wilayah Persekutuan not less than 48 hours before the time for holding the meeting or adjourned meeting. 6. In respect of deposited securities, only Members whose names appear in the Record of Depositors on 11 January 2017 (General Meeting Record of Depositors) shall be entitled to attend, speak and vote at this Extraordinary General Meeting.
Fold this flap for sealing Then fold here AFFIX STAMP The Share Registrar of SCAN ASSOCIATES BERHAD SHAREWORKS SDN BHD No. 2 1, Jalan Sri Hartamas 8 Sri Hartamas 50480 Kuala Lumpur Wilayah Persekutuan 1 st fold here