THIS CIRCULAR/STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Transcription

1 THIS CIRCULAR/STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS CIRCULAR/STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS CIRCULAR/STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If THIS you CIRCULAR/STATEMENT are in any doubt as to the course IS IMPORTANT of action to be AND taken, REQUIRES you should YOUR consult IMMEDIATE your stockbroker, ATTENTION. bank manager, solicitor, If THIS you CIRCULAR/STATEMENT are accountant in any doubt or other as to professional the course IS IS IMPORTANT of adviser action immediately. to be AND taken, REQUIRES you should YOUR consult IMMEDIATE your stockbroker, ATTENTION. bank manager, THIS solicitor, If THIS you CIRCULAR/STATEMENT are CIRCULAR/STATEMENT accountant in any doubt or other as to professional the course IS IMPORTANT of IS IMPORTANT adviser action immediately. to be AND taken, REQUIRES you should YOUR consult IMMEDIATE your stockbroker, ATTENTION. bank manager, AND REQUIRES YOUR IMMEDIATE ATTENTION. solicitor, If you are accountant in any doubt or other as to professional the course of adviser action immediately. to be taken, you should consult your stockbroker, bank manager, Bursa solicitor, If If you you Malaysia are are accountant in in any any Securities doubt or other as as to Berhad to professional the the course ( Exchange ) of adviser of action immediately. has to to be be not taken, perused you you should Part consult prior to your your its issuance stockbroker, as it bank bank is manager, exempt statement. If Bursa solicitor, If you you Malaysia are are accountant in any The in any Exchange Securities doubt doubt or or other as to as takes to Berhad professional the course the no course responsibility ( Exchange ) of of adviser action action for immediately. has to be to the be not taken, contents taken, perused you should you of should this Part Circular/Statement, consult consult prior to your your its issuance stockbroker, stockbroker, makes as no it bank bank representation is an manager, manager, exempt statement. Bursa solicitor, Malaysia accountant solicitor, accountant or other professional adviser immediately. as its accuracy The Exchange Securities or other or completeness takes Berhad professional no responsibility ( Exchange ) adviser and expressly for immediately. has disclaims the not contents perused any liability of this Part Circular/Statement, prior to its issuance whatsoever for any makes as loss howsoever no it representation is an exempt arising statement. Bursa Malaysia has not Part prior to its as it is an from as to or its in accuracy The Exchange Securities reliance or upon completeness takes Berhad no responsibility ( Exchange ) the whole or and any expressly for has part of the disclaims the not contents perused contents any of this liability of this Part Circular/Statement, prior to its issuance Circular/Statement. whatsoever for any makes as loss howsoever no it representation is an exempt statement. Bursa Malaysia arising from as Bursa to or its Malaysia in accuracy The Exchange Securities reliance The Securities or upon completeness takes Berhad no responsibility ( Exchange ) the Berhad whole no or and ( Exchange ) any expressly for has part of the disclaims the not contents perused for has contents the not perused any of this liability of this Part Circular/Statement, prior to its issuance of Part Circular/Statement. this whatsoever prior to its for issuance any makes as loss as howsoever no it representation is an exempt statement. Bursa Malaysia no it is an exempt arising from as to or its in accuracy The Exchange Securities reliance or upon completeness takes Berhad no responsibility ( Exchange ) the whole or and any expressly for has part of the disclaims the not contents perused contents any of this liability of this Part Circular/Statement, B prior to its issuance Circular/Statement. whatsoever for any makes as loss howsoever no it representation is an exempt statement. arising statement. from as as to to or its its in accuracy The Exchange reliance The Exchange or upon or completeness takes no responsibility the takes whole no responsibility or and and any expressly for part of for the disclaims the contents the contents contents any any of this liability of this Circular/Statement, of this Circular/Statement. Circular/Statement, whatsoever for for any makes any makes loss loss howsoever no representation no representation arising as from as to from to or its its or in accuracy accuracy in reliance or or upon completeness completeness the the whole or and and or any expressly any expressly part part of of the disclaims disclaims the contents any any of of this liability liability this Circular/Statement. whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular/Statement. whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular/Statement. LOGO LOGO LOGO LOGO LOGO BERJAYA LAND LOGO BERJAYA LOGO BERHAD BERJAYA LAND BERHAD (Company No A) BERJAYA LAND BERHAD (Incorporated (Company No. in A) BERJAYA LAND Malaysia) BERHAD (Incorporated (Company No. in A) BERJAYA BERJAYA LAND Malaysia) (Incorporated (Company LAND LAND BERHAD No. in A) Malaysia) BERHAD BERHAD (Incorporated (Company No. No. in A) Malaysia) (Incorporated (Company No. (Company No. in A) in A) Malaysia) (Incorporated in Malaysia) CIRCULAR/STATEMENT (Incorporated in TO Malaysia) SHAREHOLDERS CIRCULAR/STATEMENT TO SHAREHOLDERS CIRCULAR/STATEMENT TO SHAREHOLDERS CIRCULAR/STATEMENT TO SHAREHOLDERS CIRCULAR/STATEMENT in relation TO to TO the SHAREHOLDERS CIRCULAR/STATEMENT in relation TO to the SHAREHOLDERS CIRCULAR/STATEMENT in relation TO to the SHAREHOLDERS in relation to the in in relation PART to to the in relation PART to the the in relation PART to the PART PROPOSED RENEWAL OF AND NEW PART SHAREHOLDERS MANDATE FOR PROPOSED RENEWAL OF AND NEW PART SHAREHOLDERS A MANDATE FOR PROPOSED RECURRENT RENEWAL OF RELATED AND NEW PART PARTY SHAREHOLDERS TRANSACTIONS MANDATE OF FOR PROPOSED RECURRENT RENEWAL OF RELATED AND NEW PARTY SHAREHOLDERS TRANSACTIONS MANDATE OF FOR PROPOSED RECURRENT RENEWAL REVENUE OF RELATED OF AND OR NEW PARTY TRADING SHAREHOLDERS TRANSACTIONS NATURE MANDATE OF FOR PROPOSED RECURRENT RENEWAL REVENUE OF RELATED AND OR NEW PARTY TRADING SHAREHOLDERS TRANSACTIONS NATURE MANDATE OF FOR PROPOSED RECURRENT RENEWAL REVENUE OF RELATED AND OR NEW PARTY TRADING SHAREHOLDERS TRANSACTIONS NATURE MANDATE OF OF FOR RECURRENT REVENUE RELATED OR PARTY TRADING TRANSACTIONS NATURE OF RECURRENT REVENUE RELATED OR PARTY TRADING TRANSACTIONS NATURE OF A REVENUE OR REVENUE OR PART TRADING TRADING NATURE PART NATURE PART PART PROPOSED RENEWAL OF AUTHORITY PART FOR THE COMPANY TO PURCHASE ITS PROPOSED RENEWAL OF AUTHORITY PART FOR B THE COMPANY TO PURCHASE ITS PROPOSED RENEWAL OF AUTHORITY OWN PART SHARES FOR THE COMPANY TO PURCHASE ITS PROPOSED RENEWAL OF AUTHORITY OWN SHARES FOR THE COMPANY TO PURCHASE ITS PROPOSED RENEWAL OF OF AUTHORITY OWN SHARES OWN SHARES FOR THE COMPANY TO TO PURCHASE ITS PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS PROPOSED RENEWAL OF AUTHORITY OWN SHARES FOR THE COMPANY TO PURCHASE ITS OWN SHARES OWN SHARES Notice of the Twenty-Fifth Annual General Meeting which will be held at Perdana Ballroom, Bukit Jalil Golf Notice Country of Resort, the Twenty-Fifth Jalan 3/155B, Annual Bukit General Jalil, Meeting Kuala which will on be Monday, held at 19 Perdana October Ballroom, 2015 at Bukit a.m. Jalil together Golf Notice with Country of the Resort, the Twenty-Fifth Form of Jalan Proxy 3/155B, Annual are enclosed Bukit General Jalil, in Meeting the Annual Kuala which will Report on be Monday, held at The Form 19 Perdana October Ballroom, of Proxy 2015 must at Bukit be lodged a.m. Jalil together Golf Notice at the Registered with Country of the Resort, the Twenty-Fifth of Form Office the of Jalan of Proxy 3/155B, Annual the Company are enclosed Bukit General Jalil, not less in Meeting the than Annual Kuala which will 48 hours Report before will on be Monday, held at the be time held The fixed Form 19 Perdana October Ballroom, at for of the Proxy 2015 Meeting. must at Bukit The be lodging lodged a.m. Jalil together Golf Notice Jalil Golf at of the Notice Registered with Country of the Resort, the Twenty-Fifth Form of the Twenty-Fifth Annual General Jalil, Meeting which will on be held at Perdana 19 Ballroom, at Bukit Jalil a.m. Golf Form of Proxy Office of Jalan will of Proxy 3/155B, Annual not the preclude Company are enclosed Bukit General Jalil, you not from less in Meeting the attending than Annual Kuala which will 48 and hours Report voting before on be Monday, held at at the time The Meeting fixed Form 19 Perdana October Ballroom, if for of you the Proxy 2015 are Meeting. must at Bukit subsequently The be able lodging lodged a.m. Jalil together Golf Notice at to do of so. the Registered with Country of the Resort, the Twenty-Fifth Form Country Form with of the Proxy Office of Jalan Resort, will of Proxy 3/155B, Annual Jalan of not the 3/155B, preclude Company are enclosed Bukit General Jalil, are Bukit you not from less in Meeting the Jalil, in attending than Annual Kuala which will the Kuala and hours Report voting before on be Monday, held at at on the Monday, time The Meeting fixed Form 19 Perdana October Ballroom, The 19 if for of October you the Proxy 2015 of are Meeting. must at Bukit subsequently The be 2015 must at be able lodging lodged a.m. Jalil together Golf & at a.m. to together do of at so. the Registered with Country the Resort, Form the with Form the of Proxy Office of Jalan Form will of Proxy 3/155B, of Proxy not the preclude Company are enclosed Bukit Jalil, of the are enclosed you not from less in the not in attending than Annual Kuala 48 less the than Annual and hours Report voting before on Monday, 48 Report at the time The Meeting fixed Form 19 October time The Form if for of you the Proxy 2015 for of are Meeting. must at the Proxy subsequently The be must The be able lodging lodged a.m. together at lodged to do of at so. the Registered with the Form Form of Proxy Office of will of Proxy not the preclude Company are enclosed you not from less in the attending than Annual 48 and hours Report voting before at the time The Meeting fixed Form if for of you the Proxy are Meeting. must subsequently The be able lodging lodged at to do of of so. the the Registered the Registered Form of of Proxy Office Office will of will of not the not the preclude Company Company you not you not from less from less attending than 48 than 48 and hours hours and voting before before at the at the time the time Meeting fixed fixed if for if for you the you the are Meeting. are Meeting. subsequently The The able lodging lodging able to to do of of do so. the Form of Proxy will not preclude the This you Circular/Statement from attending and voting is dated the 25 Meeting September if you are subsequently able to do so. so. Form of Proxy will not preclude This you Circular/Statement from attending and voting is dated the 25 Meeting September if you are subsequently able to do so. This Circular/Statement is dated 25 September This Circular/Statement is dated 25 September This Circular/Statement is is dated September This Circular/Statement is dated 25 September This Circular/Statement is dated 25 September 2015.

2 DEFINITIONS Except where the context otherwise requires, definitions shall apply throughout this Circular/ Statement:- 7-Eleven : 7-Eleven Malaysia Sdn Bhd Act : Companies Act, 1965, and any amendment made thereto from time to time AGM : Annual General Meeting Annual Report 2015 : The annual report of B-Land for the financial year ended 30 April 2015 Angsana Gemilang : Angsana Gemilang Sdn Bhd B&B : B & B Enterprise Sdn Bhd BAssets : Berjaya Assets Berhad BAuto : Berjaya Auto Berhad BCorporation : Berjaya Corporation Berhad BFood : Berjaya Food Berhad BGolf : Berjaya Golf Resort Berhad BGroup : Berjaya Group Berhad BGSSB : Berjaya Guard Services Sdn Bhd BHESB : Berjaya Higher Education Sdn Bhd BHills : Berjaya Hills Berhad BHospitality : Berjaya Hospitality Services Sdn Bhd B-Land or the Company : Berjaya Land Berhad B-Land Group or the Group : B-Land and its B-Land Shares : Ordinary shares of RM0.50 each in B-Land BLangkawi : Berjaya Langkawi Beach Resort Sdn Bhd BMedia : Berjaya Media Berhad Board : Board of Directors BRetail : Berjaya Retail Berhad BRMSSB : Berjaya Resort Management Services Sdn Bhd BStarbucks : Berjaya Starbucks Coffee Company Sdn Bhd

3 DEFINITIONS (Cont d) BToto : Berjaya Sports Toto Berhad BTSSB : Berjaya Times Square Sdn Bhd Budi Impian : Budi Impian Sdn Bhd BVC : Berjaya Vacation Club Berhad Cempaka Properties : Cempaka Properties Sdn Bhd CEO : Chief Executive Officer Code : Malaysian Code on Take-Overs and Mergers, 2010 DDTYL : Dato Dickson Tan Yong Loong DNSL : Dato Ng Sooi Lin Desiran Unggul : Desiran Unggul Sdn Bhd Director : Has the meaning given in Section 2(1) of the Capital Markets and Services Act 2007 and includes any 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 director of B-Land, its subsidiary or holding company or a chief executive officer of B-Land, its subsidiary or holding company EGM : Extraordinary General Meeting EPS : Earnings per share Exchange : Bursa Malaysia Securities Berhad Family : In relation to a person means such person who falls within any one of categories:- (a) (b) (c) (d) (e) spouse; parent; child including an adopted child and step-child; brother or sister; and spouse of the person referred to in subparagraphs (c) and (d) above. HQZ : HQZ Credit Sdn Bhd HRESB : Hotel Resort Enterprise Sdn Bhd Klasik Mewah : Klasik Mewah Sdn Bhd LBSB : Lengkap Bahagia Sdn Bhd Listing Requirements : Exchange s Main Market Listing Requirements, including any amendment that may be made from time to time

4 DEFINITIONS (Cont d) Major Shareholder : A person who has an interest or interests in one or more voting shares in B-Land and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is:- Mantra Design : Mantra Design Sdn Bhd MOL.com : MOL.com Sdn Bhd (a) 10% or more of the aggregate of the nominal amounts of all the voting shares in B-Land; or (b) 5% or more of the aggregate of the nominal amounts of all the voting shares in B-Land where such person is the largest shareholder of B-Land. For the purpose of this definition, interest in shares shall have the meaning given in Section 6A of the Act. A major shareholder includes any 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 B-Land or any other company which is its subsidiary or holding company. NA : Net assets attributable to ordinary equity holders of B-Land Nada Embun : Nada Embun Sdn Bhd Nautilus : Nautilus Corporation Sdn Bhd NESB : Nural Enterprise Sdn Bhd NKSB : Nostalgia Kiara Sdn Bhd Pakar Angsana : Pakar Angsana Sdn Bhd Person(s) Connected : In relation to a Director or a Major Shareholder, means such person who falls under any one of categories:- (a) a family member of the Director or Major Shareholder; (b) a trustee of a trust (other than a trustee for an employee share scheme or pension scheme) under which the Director, Major Shareholder or a family member of the Director or Major Shareholder, is the sole beneficiary; (c) a partner of the Director, Major Shareholder or a partner of a Person Connected with that Director or Major Shareholder; (d) a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder; (e) a person in accordance with whose directions, instructions or wishes the Director or Major Shareholder is accustomed or is under an obligation, whether formal or informal, to act;

5 DEFINITIONS (Cont d) (f) a body corporate or its directors which/who is/are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder; (g) a body corporate or its directors whose directions, instructions or wishes the Director or Major Shareholder is accustomed or under an obligation, whether formal or informal, to act; (h) a body corporate in which the Director, Major Shareholder or Persons Connected with him are entitled to exercise, or control the exercise of, not less than 15% of the votes attached to voting shares in the body corporate; or a body corporate which is a related corporation. Premier Merchandise : Premier Merchandise Sdn Bhd Prevailing Laws : Any prevailing laws, rules, regulations, orders, guidelines and requirements issued by the relevant authorities Proposed Mandate : Proposed renewal of and new shareholders mandate for B-Land Group to enter into Recurrent Related Party Transactions in the ordinary course of business Proposed Share Buy-Back : The proposed renewal of authority to purchase and/or hold of B-Land Shares of up to 10% of the issued and paid-up ordinary share capital of the Company inclusive of the B-Land Shares in the Company already purchased and retained as Treasury Shares Qinetics : Qinetics Solutions Sdn Bhd Qinetics Services : Qinetics Services Sdn Bhd Recurrent Related Party Transactions : Transactions which are recurrent, of a revenue or trading nature and which are necessary for the day-to-day operations of the B-Land Group and involve the interests, direct or indirect, of Related Party(ies) : A Director, Major Shareholder or Persons Connected with such Director or Major Shareholder RM and sen : Ringgit Malaysia and sen respectively Selat Makmur : Selat Makmur Sdn Bhd SEM : 7-Eleven Malaysia Holdings Berhad Shares Purchased : B-Land Shares purchased under the Proposed Share Buy-Back Sublime Cartel : Sublime Cartel Sdn Bhd Superior Structure : Superior Structure Sdn Bhd TIR : Tioman Island Resort Berhad

6 DEFINITIONS (Cont d) Treasury Shares : B-Land Shares purchased by B-Land which will be retained in treasury TSDT : Tan Sri Dato Tan Chee Sing TSVT : Tan Sri Dato Seri Vincent Tan Chee Yioun TTC : Mr Tan Thiam Chai U Mobile : U Mobile Sdn Bhd U Telemedia : U Telemedia Sdn Bhd

7 TABLE OF CONTENTS PART A LETTER TO THE SHAREHOLDERS OF B-LAND ON THE PROPOSED MANDATE Page 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSED MANDATE 1 3. RATIONALE FOR, AND THE BENEFIT TO THE B-LAND GROUP FROM TRANSACTING WITH RELATED PARTIES CONDITIONS FOR THE PROPOSED MANDATE FINANCIAL EFFECTS OF THE PROPOSED MANDATE DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS DIRECTORS RECOMMENDATION AGM FURTHER INFORMATION 43 PART B SHARE BUY-BACK STATEMENT 1. INTRODUCTION DETAILS OF THE PROPOSED SHARE BUY-BACK RATIONALE FOR THE PROPOSED SHARE BUY-BACK POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK EFFECTS OF THE PROPOSED SHARE BUY-BACK IMPLICATION RELATING TO THE CODE DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS DIRECTORS RECOMMENDATION DIRECTORS RESPONSIBILITY STATEMENT FURTHER INFORMATION 51 APPENDIX I FURTHER INFORMATION 52 EXTRACT OF RESOLUTIONS TO BE TABLED AT THE B-LAND TWENTY-FIFTH AGM ENCLOSED

8 PART A CIRCULAR TO SHAREHOLDERS in relation to the PROPOSED RENEWAL OF AND NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

9 BERJAYA LAND BERHAD (Company No: A) (Incorporated in Malaysia) Registered Office: Lot 13-01A, Level 13 (East Wing) Berjaya Times Square No. 1, Jalan Imbi Kuala 25 September 2015 Directors: Tan Sri Datuk Seri Razman Md Hashim Bin Che Din Md Hashim (Chairman/Independent Non-Executive Director) Dato Ng Sooi Lin (Chief Executive Officer/Non-Independent Director) Tan Thiam Chai (Non-Independent Executive Director) Phan Yoke Seng (Non-Independent Executive Director) Dato Dickson Tan Yong Loong (Non-Independent Non-Executive Director) Datuk Robert Yong Kuen Loke (Independent Non-Executive Director) Datuk Maizan Bin Shaari (Independent Non-Executive Director) To: The Shareholders of B-Land Dear Sir/Madam, PROPOSED RENEWAL OF AND NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1.0 INTRODUCTION 1.1 The Board of B-Land had on 9 September 2015 announced its intention to seek shareholders approval for the proposed renewal of and new shareholders mandate for Recurrent Related Party Transactions. 1.2 The purpose of this Circular is to provide you with the relevant information on the Proposed Mandate and to seek your approval for the ordinary resolution to be tabled at the forthcoming AGM of the Company. The Notice of AGM is set out in the Annual Report The extract of the ordinary resolution on the Proposed Mandate to be tabled at the forthcoming B-Land AGM is enclosed together with this Circular. 2.0 DETAILS OF THE PROPOSED MANDATE 2.1 The Proposed Mandate The Company had on 27 October 2014 obtained its shareholders mandate for the B-Land Group to enter into Recurrent Related Party Transactions on terms that are not more favourable to the than those generally available to the public. The approval shall in accordance with the Listing Requirements lapse at the conclusion of the forthcoming AGM of the Company scheduled on 19 October 2015 unless approval for its renewal is obtained from the shareholders of the Company at the forthcoming AGM. 1 1

10 2.1.2 Pursuant to Paragraph 10.09(2) of the Listing Requirements, B-Land may seek a shareholders mandate in respect of Recurrent Related Party Transactions subject to :- (i) (ii) (iii) (iv) (v) 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; 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 threshold prescribed under Paragraph 10.09(1) of the Listing Requirements; the circular to shareholders for the shareholders mandate includes the information as may be prescribed by the Exchange. The draft circular must be submitted to the Exchange together with a checklist showing compliance with such information; 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 to approve 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 B-Land immediately announces to the Exchange when the actual value of a Recurrent Related Party Transaction entered into by the B-Land Group exceeds the estimated value of the Recurrent Related Party Transaction disclosed in the circular by 10% or more and must include the information as may be prescribed by the Exchange in its announcement. Transactions entered into between B-Land (or any of its wholly-owned subsidiaries) and its wholly-owned subsidiaries are excluded from the requirements of Part E of Chapter 10 of the Listing Requirements The Proposed Mandate, if approved by the B-Land shareholders at the forthcoming AGM, will take effect from the date of passing of the ordinary resolution at the forthcoming AGM and shall continue to be in force until:- (i) (ii) (iii) the conclusion of the next AGM of B-Land following the AGM at which such ordinary resolution for the Proposed Mandate will be passed, at which time it will lapse, unless by ordinary resolution passed at that general meeting, the authority is renewed; the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 143 (1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143 (2) of the Act); or revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting; whichever is the earlier. 2.2 Information on the B-Land Group The principal activities of B-Land are investment holding and the provision of management services to its. The principal activities of the consist of:- (a) Operation of Toto betting under Section 5 of the Pool Betting Act, 1967; (b) Property development and investment in properties; 2 2

11 (c) (d) (e) (f) (g) Development and operation of hotels and resorts, vacation time share, water theme park, operating of a casino; Leasing of online lottery equipment and provision of software support; Manufacture and distribution of computerized lottery and voting systems; Motor retailer and provider of after sales services; and Investment holding. Details of the Recurrent Related Party Transactions of the B-Land Group which are in accordance with Paragraph 10.09(2) of the Listing Requirements are set out in the ensuing paragraphs. 2.3 Class and Nature of the Recurrent Related Party Transactions The class and nature of the Recurrent Related Party Transactions of B-Land Group are tabulated as follows:- B-Land Group with BCorporation and its unlisted :- BCorporation Management fees payable by B-Land for services rendered that include, inter-alia, the provision of finance, secretarial and general administrative services Interested Directors/Major Shareholders and Persons Connected to them TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and 6.1 from 19/10/2015 to the date of next AGM 400 Berjaya Registration Services Sdn Bhd Receipt of share registration, printing and mailing services by B-Land Group TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and Berjaya Education Sdn Bhd Receipt of education and staff training services by B-Land Group TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and BHESB Income payable by BHospitality based on profit sharing of 50/50 on the net profit generated per month from the café at 14 th Floor, East Wing, Berjaya Times Square, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 1 year and renewable thereafter TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and

12 BHESB (Cont d) Rental receivable by NESB at RM40,431 per month for renting of Units 5.1, 5.2, 5.3, 6.1, 7.1, 7.2, 7.4, 7.5, 7.6, 8.1, 8.2, 8.6, 9.6, 10.2, 10.6, 11.2, 11.3, 11.4, 12.1, 12.2, 12.3, 13.1, 13.3 and 13.4 of Apartment Block, Plaza Berjaya, 12, Jalan Imbi, Kuala Interested Directors/Major Shareholders and Persons Connected to them TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and 6.1 from 19/10/2015 to the date of next AGM 485 Rental receivable by Tiram Jaya Sdn Bhd at RM2,200 per month for renting of Unit 8.5, 8 th Floor, Apartment Block Plaza Berjaya, 12 Jalan Imbi Kuala * 26 Changan Berjaya Auto Sdn Bhd Rental income receivable by Klasik Mewah at RM12,000 per month for renting of premises at Lot 3, Jalan 225, Section 51(A), Petaling Jaya, Selangor. Tenure of the rental agreement is for a period of 3 years and renewable thereafter TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and Berjaya Krispy Kreme Doughnuts Sdn Bhd Rental income receivable by:- 1. Sri Panglima Sdn Bhd at RM3,600 per month for renting of shoplots at No.1 & 9, Jalan Kiara TK 4/13, Taman Kinrara, Seksyen 4, Puchong, Selangor TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and Rental income receivable by Sri Penglima Sdn Bhd at RM1,600 per month for renting of shoplots at No. 3, Jalan Kiara TK 4/13, Taman Kinrara, Seksyen 4, Puchong, Selangor 19 Tenure of the above rental agreements is for a period of 2 years and renewable thereafter Bukit Tinggi Tours Sdn Bhd Rental payable by BHospitality at RM2,500 per month for renting of cars as transportation for long term hotel guests use at Berjaya Times Square Hotel, Jalan Imbi, Kuala TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and

13 Inter-Pacific Trading Sdn Bhd Rental income receivable by NESB at RM2,688 per month for renting of office at Lot 1.35A, 1 st Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 1 month and renewable thereafter Interested Directors/Major Shareholders and Persons Connected to them TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and 6.1 from 19/10/2015 to the date of next AGM 32 Purchase of stationery products by B-Land Group 300 Inter-Pacific Securities Sdn Bhd Provision of security guard services by BGSSB Rental income receivable by Nada Embun at RM90,989 per month for renting of office at Lot 13-02, 13 th Floor, Berjaya Times Square, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 2 years and renewable thereafter TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and ,092 Prime Credit Leasing Sdn Bhd Receipt of leasing and hire purchase facilities by B-Land Group Rental income receivable by Nada Embun at RM8,400 per month for renting of office at Lot 13-03, 13 th Floor, Berjaya Times Square, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 2 years and renewable thereafter TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and 6.1 2, Ambilan Imej Sdn Bhd Rental payable by B-Land at RM90,989 per month for renting of office at 12 th Floor, Berjaya Times Square, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 2 years and renewable thereafter TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and 6.1 1,092 Berjaya Books Sdn Bhd Provision of security guard services by BGSSB TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and

14 Cosway (M) Sdn Bhd Rental income receivable by Cempaka Properties at RM12,793 per month for renting of shoplot at Lot G-67, Ground Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan. Tenure of the agreement is for a period of 2 years and renewable thereafter Interested Directors/Major Shareholders and Persons Connected to them TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and 6.1 from 19/10/2015 to the date of next AGM 154 Wet lease charges receivable by Berjaya Air Sdn Bhd for aircraft leasing facilities 960 Provision of security guard services by BGSSB * 12 Kimia Suchi Marketing Sdn Bhd Purchase of cleaning chemical products by the various hotels and resorts in B-Land Group TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and 6.1 1,000 BHills General marketing charges payable to Berjaya Hotels & Resorts (Singapore) Pte Ltd TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and BLoyalty Sdn Bhd Loyalty reward charges payable by B-Land Group Rental receivable by NESB at RM8,520 per month for renting of offices at Lots 7A, 7B & 7C, 7 th Floor, Plaza Berjaya, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 2 years and renewable thereafter TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and Stephens Properties Sdn Bhd Rental payable by:- 1. BGolf at RM1,056 per month for renting of storage space at Lots 20F, 22C, 22D, 22E, 26B & 26C, Wisma Cosway, Jalan Raja Chulan, Kuala TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and Berjaya Land Development Sdn Bhd at RM160 per month for renting of storage space at Lot 20E, Wisma Cosway, Jalan Raja Chulan, Kuala 2 6 6

15 Stephens Properties Sdn Bhd (Cont d) 3. Pakar Angsana at RM1,104 per month for renting of storage space at Lots 20B, 20C, 20D, 21D, 22B, 23F & 26D, Wisma Cosway, Jalan Raja Chulan, Kuala Interested Directors/Major Shareholders and Persons Connected to them TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and 6.1 from 19/10/2015 to the date of next AGM B-Land at RM2,112 per month for renting of shoplot at Lot 6.07 and storage space at Lots 19D, 19E & 19F, and 25B, 25D & 25E, Wisma Cosway, Jalan Raja Chulan, Kuala BGSSB at RM5,910 per month for renting of office at Lots 6.01, 6.02 & 6.03, Wisma Cosway, Jalan Raja Chulan, Kuala BGSSB at RM3,198 per month for renting of office at Lot 7.09, Wisma Cosway, Jalan Raja Chulan, Kuala TIR at RM160 per month for renting of storage space at Lot 22F, Wisma Cosway, Jalan Raja Chulan, Kuala * 2 Tenure of the above rental agreements is for a period of 2 years and renewable thereafter Provision of security guard services by BGSSB 300 Graphic Press Group Sdn Bhd Provision of security guard services by BGSSB * TSVT, and Persons Connected with him (including their Family) as mentioned in the notes of Sections 2.3 and

16 E.V.A Management Sdn Bhd Human resources management service fees payable by B-Land Group * Interested Directors/Major Shareholders and Persons Connected to them TSVT, and Persons Connected with him (including their Family) as mentioned in the notes of Sections 2.3 and 6.1 from 19/10/2015 to the date of next AGM 250 Total 9,871 BAuto and its unlisted subsidiary company:- Bermaz Motor Trading Sdn Bhd Purchase of motor vehicles, component parts and other related products and services by the B-Land Group TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and Total 750 BToto and its unlisted :- BToto Rental income receivable by:- 1. Nada Embun at RM23,831 per month for renting of office at part of 13 th Floor, Berjaya Times Square, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 2 years and renewable thereafter 2. BLangkawi at RM15,000 per month for renting of villa at Berjaya Langkawi Resort, Burau Bay, Pulau Langkawi, Kedah. Rental is payable on a monthly basis based on mutual agreement by way of letter for a period of 1 month and renewable thereafter TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and FEAB Properties Sdn Bhd Rental payable by BLangkawi at RM9,900 per month for renting of restaurant premises at Plot C, Teluk Burau, Padang Matsirat, Pulau Langkawi, Kedah. Tenure of the rental agreement is for a period of 2 years and renewable thereafter TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and

17 Sports Toto Malaysia Sdn Bhd Provision of security guard services by BGSSB Rental income receivable by Nada Embun at RM131,040 per month for renting of office at Lot 13-01, 13 th Floor, Berjaya Times Square, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 2 years and renewable thereafter Interested Directors/Major Shareholders and Persons Connected to them TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and 6.1 from 19/10/2015 to the date of next AGM 6,000 1,572 Rental receivable by NESB at:- 1. RM3,782 per month for renting of apartments at Lots 5.4 & 5.6, 5 th Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala RM1,892 per month for renting of apartment at Lot 10.4, 10 th Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala 23 The above rental is receivable on a monthly basis based on mutual agreement by way of letter for a period of 1 month and renewable thereafter BToto and its Dry lease charges receivable by Berjaya Air Sdn Bhd for aircraft leasing facilities Charter fees receivable by Berjaya Jet Charter Sdn Bhd for aircraft leasing facilities TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and 6.1 2,000 9,500 Total 19,725 BAssets and its unlisted :- BTSSB Rental payable by:- 1. Budi Impian at RM20,130 per month for renting of shoplots at Lots LG 73, 74 & 74A, Lower Ground Floor, Berjaya Times Square, Jalan Imbi, Kuala TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and

18 BTSSB (Cont d) 2. B-Land at RM31,578 per month for renting of office at Lots & 02-34, 2 nd Floor, Berjaya Times Square, Jalan Imbi, Kuala 3. Mantra Design at RM4,838 per month for renting of shoplots at Lots & 09-21, 9 th Floor, Berjaya Times Square, Jalan Imbi, Kuala 4. Marvel Fresh Sdn Bhd at RM3,135 per month for renting of storage space at G-31, Ground Floor, Berjaya Times Square, Jalan Imbi, Kuala Provision of security guard services by BGSSB * Interested Directors/Major Shareholders and Persons Connected to them TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and 6.1 from 19/10/2015 to the date of next AGM Berjaya Times Square Theme Park Sdn Bhd Provision of security guard services by BGSSB TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and BAssets Management fees receivable by B-Land for services rendered include inter-alia the provision of finance, corporate, secretarial and general administrative services TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and BTS Car Park Sdn Bhd Parking charges payable by B-Land Group for leasing of parking bays at Berjaya Times Square, Jalan Imbi, Kuala TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and Berjaya Assets Food (BAF) Sdn Bhd Rental receivable by Absolute Prestige Sdn Bhd at RM116,064 per month for renting of Lot No 0.2, Ground Floor, 101, Jalan Bukit Bintang, Kuala. Tenure of the rental agreement is for a period of 3 years and renewable thereafter * TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and 6.1 1,393 Total 2,

19 BFood :- Berjaya Roasters (M) Rental income receivable by:- Sdn Bhd 1. Cempaka Properties at RM5,540 per month for renting of shoplot at Lot G-83, Ground Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan 2. Cempaka Properties at RM900 per month for renting of shoplot at Lot G-29D, Ground Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan 3. Kota Raya Complex Management Sdn Bhd at RM500 per month for renting of signage at Lot G05, G06, G07 at Kota Raya Complex, Jalan Cheng Lock, Kuala Tenure of the above rental agreements is for a period of 3 years and renewable thereafter Interested Directors/Major Shareholders and Persons Connected to them TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and 6.1 from 19/10/2015 to the date of next AGM BStarbucks Rental income receivable by:- 1. Kota Raya Development Sdn Bhd at RM9,847 per month for renting of Kiosk G1 at Ground Floor, Kota Raya Complex, Jalan Tun Tan Cheng Lock, Kuala. Tenure of the rental agreement is for a period of 1 month and renewable thereafter TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and NESB at RM1,248 per month for renting of Kiosk at Lower Ground Floor, Plaza Berjaya, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 1 month and renewable thereafter NESB at RM4,148 per month for renting of shoptlot at Lot 1.07 & 1.08, 1 st Floor, Plaza Berjaya, Jalan Imbi, Kuala

20 BStarbucks (Cont d) 4. Cempaka Properties at RM11,270 per month or based on 10% of monthly gross sales generated, whichever is higher, for renting of shoplot and outdoor seating at Lot G- 15, Ground Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan. Tenure of the rental agreement is for a period of 3 years and renewable thereafter Interested Directors/Major Shareholders and Persons Connected to them TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and 6.1 from 19/10/2015 to the date of next AGM Cempaka Properties at RM250 per month for renting of storage space at Lot S2.B, 2 nd Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan 3 6. NESB at RM1,314 per month for renting of store room at Lot 3.04, Podium Block, Plaza Berjaya, No.12, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of one month and renewable on a monthly basis * NESB at RM258 per month for renting of store room at LP3, Podium Block, Plaza Berjaya, No.12, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of one month and renewable on a monthly basis * 3 8. Absolute Prestige Sdn Bhd at RM92,952 per month for renting of shoplot at Lot 03, Ground Floor, Piccolo Hotel, Jalan Bukit Bintang, Kuala. Tenure of the rental agreement is for a period of 3 years and renewable thereafter * 1,115 Provision of security guard services by BGSSB 184 Total 1,

21 BMedia and its unlisted subsidiary company:- Sun Media Corporation Sdn Bhd Rental income receivable by Regnis Industries (Malaysia) Sdn Bhd at RM48,712 per month for renting of office at part of Ground Floor and 5 th Floor, whole of 4 th Floor, and store room at basement level, Lot 6, Section 51, Jalan 217, Petaling Jaya, Selangor. Tenure of the rental agreement is for a period of 3 years and renewable thereafter Provision of security guard services by Regnis Industries (Malaysia) Sdn Bhd Receipt of advertising and publishing services by B-Land Group Interested Directors/Major Shareholders and Persons Connected to them TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation and as mentioned in the notes of Sections 2.3 and 6.1 from 19/10/2015 to the date of next AGM ,370 Total 2,031 SEM and its unlisted subsidiary company:- 7-Eleven Rental income receivable by:- 1. Klasik Mewah at RM16,500 per month for renting of shoplot at Lot LG147, Lower Ground Floor, Sungei Wang Plaza, Jalan Sultan Ismail, Kuala. Tenure of the rental agreement is for a period of 3 years and renewable thereafter 2. Angsana Gemilang at RM28,308 per month for renting of shoplot at No. 32G, Jalan Sultan Ismail, Kuala. Tenure of the rental agreement is for a period of 3 years and renewable thereafter 3. NESB at RM5,387 per month for renting of shoplot at Kiosk II, Lower Ground Floor, Plaza Berjaya, Jalan Imbi, Kuala TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and

22 7-Eleven (Cont d) 4. NESB at RM62,210 per month for renting of office at Lots 3.05, 3.35 & 3.36, 3 rd Floor, and Lot 4.01, 4 th Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 3 years and renewable thereafter Interested Directors/Major Shareholders and Persons Connected to them TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and 6.1 from 19/10/2015 to the date of next AGM NESB at RM7,716 per month for renting of office at Lot 1.05, 1 st floor, Podium Block, Plaza Berjaya, 12, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 1 month and renewable thereafter NESB at:- (i) RM2,736 per month for renting of office at Lots 5D & 5E, 5 th Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala 359 (ii) RM2,765 per month for renting of storage space at Lots 5B, 5 th Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala (iii) RM2,597 per month for renting of office at Lot 5C, Office Tower Plaza Berjaya, Jalan Imbi, Kuala (iv) RM21,780 per month for renting of office at Lot 5.01A&B, 5 th Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala 7. Cempaka Properties at RM26,100 per month for renting of shoplots at Lots G21, G22 & G22A, Ground Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan

23 7-Eleven (Cont d) 8. NESB at RM1,868 per month for renting of office at Lot 5A, 5 th Floor, Podium Block, Plaza Berjaya, 12 Jalan Imbi, Kuala Interested Directors/Major Shareholders and Persons Connected to them TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and 6.1 from 19/10/2015 to the date of next AGM NESB at RM2,548 per month for renting of office at Lot 3.01 & 3.02, 3 rd Floor, Podium Block, Plaza Berjaya, 12 Jalan Imbi, Kuala NESB at RM3,545 per month for renting of office at Lot 1.35B, 1 st Floor Podium Block, Plaza Berjaya, 12 Jalan Imbi, Kuala * 43 Parking charges receivable by NESB for leasing of parking bays at Plaza Berjaya, Jalan Imbi, Kuala 4 Provision of security guard services by BGSSB * 30 Total 2,245 Other :- Singer (Malaysia) Sdn Bhd Rental income receivable by Regnis Industries (Malaysia) Sdn Bhd at : 1. RM33,658 per month for renting of office at Part of G/F, 1/F and 2/F, Lot 6, Jalan 217, Section 51, Petaling Jaya, Selangor. Tenure of the rental agreement is for a period of 2 years and renewable thereafter 2. RM6,778 per month for renting of office at Part of 3/F, Lot 6, Jalan 217, Section 51, Petaling Jaya, Selangor. Tenure of the rental agreement is for a period of 3 years and renewable thereafter TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and

24 Singer (Malaysia) Sdn Bhd (Cont d) Provision of security guard services by BGSSB Purchase of products and services (such as television, air conditioner and repair of equipment supplied by Singer) by the B-Land Group Interested Directors/Major Shareholders and Persons Connected to them TSVT and Persons Connected with him (including his Family) as mentioned in the notes of Sections 2.3 and 6.1 from 19/10/2015 to the date of next AGM Berjaya Sompo Insurance Berhad Rental payable by:- 1. BHospitality at RM8,168 per month for renting of service suites at A-18-18, 18 th Floor, B , 26 th Floor, B , 30 th Floor and B-42-10, 42 nd Floor, Berjaya Times Square, Jalan Imbi, Kuala TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and BHospitality at RM33,529 per month for renting of service suites at A & A-22-07, 22 nd Floor, B , 26 th Floor, B-27-10, 27 th Floor, B & B-28-10, 28 th Floor, B-29-08, 29 th Floor, B-32-18, 32 nd Floor and B-39-18, 39 th Floor, Berjaya Times Square, Jalan Imbi, Kuala RM5,200 per month for renting of service suites at A-17-08, 17 th Floor and A , 30 th Floor, Berjaya Times Square, Jalan Imbi, Kuala 62 Tenure of the above rental agreements is for a period of 3 years and renewable thereafter Rental income receivable by NESB at RM3,982 per month for renting of shoplot at G027G, Ground Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala

25 Berjaya Sompo Insurance Berhad (Cont d) Provision of security guard services by BGSSB Parking charges receivable by NESB for leasing of parking at basement of Plaza Berjaya, Jalan Imbi, Kuala Interested Directors/Major Shareholders and Persons Connected to them TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and 6.1 from 19/10/2015 to the date of next AGM U Mobile Rental income receivable by:- 1. Regnis Industries (Malaysia) Sdn Bhd at RM1,890 per month for renting of rooftop at Lot 6, Jalan 217, Section 51, Petaling Jaya, Selangor TSVT and Persons Connected with them (including their Family) as mentioned in the notes of Sections 2.3 and BGolf at RM4,659 per month for renting of watchtower at Bukit Jalil Golf & Country Resort, Jalan 3/155B, Kuala Angsana Gemilang at RM27,436 per month for renting of office at 1 st and 2 nd Floor, No.32, Jalan Sultan Ismail, Kuala Bukit Kiara Resort Berhad at RM4,235 per month for renting of broadcasting facility at Bukit Kiara Equestrian & Country Resort, Off Jalan Damansara, Kuala Amat Muhibah Sdn Bhd at RM3,500 per month for renting of broadcasting facility at Desa Water Park, Jalan Klang Lama, Kuala

26 U Mobile (Cont d) 6. Berjaya Georgetown Hotel (Penang) Sdn Bhd at RM5,025 per month for renting of rooftop at Georgetown City Hotel, Jalan Burmah, Pulau Pinang. Interested Directors/Major Shareholders and Persons Connected to them TSVT and Persons Connected with them (including their Family) as mentioned in the notes of Sections 2.3 and 6.1 from 19/10/2015 to the date of next AGM 60 Tenure of the above rental agreements is for a period of 3 years and renewable thereafter Parking charges receivable by Angsana Gemilang at RM2,800 per month for leasing of parking bays at basement carpark, No.32, Jalan Sultan Ismail, Kuala 34 Parking charges receivable by NESB at RM1,000 per month for leasing of parking at basement of Plaza Berjaya, Jalan Imbi, Kuala 12 Provision of security guard services by BGSSB 130 Songbird Amusement Sdn Bhd Rental income receivable by NESB at RM26,250 per month for renting of shoplot at Lots 2.35 & 2.36, 2 nd Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala TSVT, BCorporation and Persons Connected with him (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and Qinetics Receipt of information technology consultancy and management related services by B-Land Group Purchase of networking equipment by B-Land Group TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and 6.1 1,000 1,500 Qinetics Services Receipt of information technology consultancy and management related services by B-Land Group Purchase of networking equipment by B-Land Group TSVT, BCorporation and Persons Connected with TSVT (including his Family) and BCorporation as mentioned in the notes of Sections 2.3 and 6.1 1,500 1,

27 Tai Thong Group Sdn Bhd Rental income and commission receivable by :- 1. Bukit Kiara Resort Berhad at RM20,000 per month and based on 12% revenue generated if sales exceeding RM150,000 per month for renting of Oriental Pearl at Bukit Kiara Equestrian & Country Resort, Off Jalan Damansara, Kuala * Interested Directors/Major Shareholders and Persons Connected to them TSVT, DDTYL and Persons Connected with them (including their Family) as mentioned in the notes of Sections 2.3 and 6.1 from 19/10/2015 to the date of next AGM BGolf at RM30,000 per month and based on 13% revenue generated if sales exceeding RM120,000 per month for renting of Oriental Pearl at Bukit Jalil Golf & Country Resort, Jalan 3/155B, Kuala * 1,100 Tenure of the above rental agreements is for a period of 3 years and renewable thereafter Berjaya RadioShack Sdn Bhd Provision of security guard services by BGSSB * TSVT and Persons Connected with them (including their Family) as mentioned in the notes of Sections 2.3 and 6.1 Total 10,347 Grand Total 49, Notes:- * New Recurrent Related Party Transactions which were not covered in the previous general mandate (1) The estimated values from 19 October 2015 to the date of next AGM in 2016 are based on historical records and budgets of the respective Recurrent Related Party Transactions. The actual value of these transactions may differ from the said estimated values

28 (2) BCorporation is a Major Shareholder of BToto, BAssets, BMedia, BFood and BAuto and its direct and indirect interests in these companies as at 1 September 2015 are set out below:- % of Interest Direct Indirect BToto (a) BAssets Nil (d) BMedia Nil (b) BFood Nil (c) BAuto Nil (d) Notes: (a) (b) (c) (d) Deemed interested by virtue of its 100% interest in BGroup and its deemed interest in BAssets, the holding company of Sublime Cartel. Deemed interested by virtue of its 100% interests in BGroup and BHills. Deemed interested by virtue of its 100% interest in BGroup and its deemed interest in Berjaya Philippines Inc. Deemed interested by virtue of its 100% interest in BGroup. (3) TSVT is a Major Shareholder of BCorporation by virtue of his direct interest and his deemed interests in BCorporation and a Major Shareholder of SEM by virtue of his deemed interest in SEM. By virtue of his interests in BCorporation and SEM, TSVT is deemed interested in the shares of the subsidiaries of BCorporation and SEM to the extent these companies have an interest. TSVT s direct and indirect interests in BCorporation, BToto, BAssets, BMedia, BFood, BAuto and SEM as at 1 September 2015 are set out below:- % of Interest Direct Indirect BCorporation (a) BToto (b) BAssets (c) BMedia (d) BFood (e) BAuto Nil (f) SEM Nil (g) Notes: (a) (b) (c) (d) (e) (f) (g) Deemed interested by virtue of his interests in HRESB, NKSB, Superior Structure, BAssets (the holding company of BTSSB and Sublime Cartel), BMedia (the holding company of Gemtech (M)) Sdn Bhd, B&B (the holding company of LBSB and Nautilus) and HQZ (the ultimate holding company of Desiran Unggul, Premier Merchandise and Berjaya Infrastructure Sdn Bhd). Deemed interested by virtue of his interests in BCorporation, B&B and Berjaya VTCY Sdn Bhd, his interest in BAssets, the holding company of Sublime Cartel and his deemed interests in Premier Merchandise and BRetail. Deemed interested by virtue of his interests in BCorporation, Vecc-Men Holdings Sdn Bhd, HRESB, B&B, Berjaya VTCY Sdn Bhd and his deemed interest in Lim Kim Hai Sales & Services Sdn Bhd. Deemed interested by virtue of his interests in BCorporation, HRESB, NKSB, Superior Structure, BAssets (the holding company of BTSSB and Sublime Cartel), B& B (the holding company of LBSB and Nautilus) and HQZ (the ultimate holding company of Desiran Unggul and Premier Merchandise). Deemed interested by virtue of his interest in BCorporation and his deemed interest in BRetail. Deemed interested by virtue of his interest in BCorporation. Deemed interested by virtue of his interest in HQZ Credit Sdn Bhd, the ultimate holding company of SEM

29 (4) DDTYL is a common Director of B-Land, BCorporation, BToto and BAssets. He is a son of TSDT, who is a brother of TSVT. (5) Singer (Malaysia) Sdn Bhd is a wholly-owned subsidiary of BRetail which in turn is a wholly-owned subsidiary of Premier Merchandise, a wholly-owned subsidiary of Intan Utilities Berhad. TSVT is a deemed Major Shareholder of Intan Utilities Berhad by virtue of his deemed interest in Intan Utilities Berhad through his 99.99% equity interest in HQZ. (6) SEM is a 51.34% owned subsidiary of BRetail, a wholly owned subsidiary of Premier Merchandise, which in turn is a wholly-owned subsidiary of Intan Utilities Berhad. TSVT is a deemed Major Shareholder of Intan Utilities Berhad by virtue of his 99.99% interest in HQZ, the ultimate holding company of Intan Utilities Berhad. (7) Berjaya Sompo Insurance Berhad is a 30% owned associated company of BCorporation. TSVT is a deemed Major Shareholder of Berjaya Sompo Insurance Berhad by virtue of his interests in BCorporation. (8) U Mobile is 26.46% and 2.01% owned by U Telemedia and Berjaya Infrastructure Sdn Bhd respectively. TSVT, the Chairman of U Mobile, is also a Major Shareholder of U Mobile by virtue of his 6.20% direct interest and 28.47% deemed interest in U Mobile through his interests in U Telemedia and HQZ, the ultimate holding company of Berjaya Infrastructure Sdn Bhd. (9) Tai Thong Group Sdn Bhd is a wholly-owned subsidiary of Tai Thong Holdings Sdn Bhd which in turn is a wholly-owned subsidiary of Diversified Kinetic Sdn Bhd. TSDT, the Person Connected with TSVT and DDTYL, is the Major Shareholder of Diversified Kinetic Sdn Bhd by virtue his 70% equity interest in Diversified Kinetic Sdn Bhd. (10) Songbird Amusement Sdn Bhd is a wholly-owned subsidiary of Perfect Patent Sdn Bhd. Ms Tan Choon Lui is a Major Shareholder of Songbird Amusement Sdn Bhd by virtue of her interest in Perfect Patent Sdn Bhd. She is the sister of TSVT. Hence, she is a person connected to TSVT. % of Interest Direct Indirect TSVT (a) BCorporation Nil (b) (11) Qinetics Services is a wholly owned subsidiary of Qinetics which in turn is a 88.00%-owned subsidiary of MOL.com. TSVT and BCorporation are deemed Major Shareholders of Qinetics Services by virtue of their interests in MOL.com. Their direct and indirect interests in MOL.com as at 1 September 2015 are set out as follows:- Notes:- (a) (b) Deemed interested by virtue of his interest in BCorporation. Deemed interested by virtue of its 100% interest in BHills and its deemed interests in Berjaya Sompo Insurance Berhad and Prime Credit Leasing Sdn Bhd. (12) Berjaya RadioShack Sdn Bhd is a wholly-owned subsidiary of BRS (Cayman) Limited which in turn is a wholly-owned subsidiary of Berjaya Retail RS (Cayman) Limited. Berjaya Retail RS (Cayman) Limited are 100% owned by BRetail, a wholly-owned subsidiary of Premier Merchandise which in turn is a wholly-owned subsidiary of Intan Utilities Berhad. TSVT is deemed a Major Shareholder of Intan Utilities Berhad by virtue of his deemed interest in Intan Utilities Berhad through his 99.99% equity interest in HQZ

30 2.4 Methods or Procedures on which Transactions Prices are Determined/Review Procedures for Recurrent Related Party Transactions The B-Land Group has established various methods and procedures to ensure that Recurrent Related Party Transactions are entered into on an arm s length basis and on normal commercial terms which are consistent with the Group s normal business practices and policies and are on terms not more favourable to the than those extended to third parties and are not detrimental to the minority shareholders. They include, inter-alia, :- (i) (ii) (iii) (iv) (v) (vi) (vii) The transaction prices are based on prevailing market rates/prices that are agreed upon under similar commercial terms for transactions with third parties, business practices and policies and on terms which are generally in line with industry norms; The and interested Directors will be notified of the methods and/or procedures of the B-Land Group; Records of Recurrent Related Party Transactions will be retained and compiled by the Group accountant for submission to the auditors and Audit Committee for review; Auditors shall review Recurrent Related Party Transactions as part of their audit programme and report findings to the Audit Committee; The Audit Committee is to provide a statement that it has reviewed the terms of the Recurrent Related Party Transactions to ensure that such transactions are undertaken based on terms not more favourable to the than those generally available to the public, are not detrimental to the minority shareholders and are in the best interest of the B-Land Group; Directors who have any interest in any Recurrent Related Party Transactions shall abstain from Board deliberations and voting and will ensure that they and any Person(s) Connected with them will also abstain from voting on the resolution at the EGM or AGM to be convened for the purpose; and Disclosures will be made in the annual report of the breakdown of the aggregate value of Recurrent Related Party Transactions during the financial year, amongst others, based on information:- (a) (b) the type of the Recurrent Related Party Transactions made; and the names of the involved in each type of the Recurrent Related Party Transactions made and their relationship with the B-Land Group. At least 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 are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities. Where quotation or comparative pricing from unrelated third parties cannot be obtained, the transaction price will be determined by the B-Land Group based on those offered by/to other unrelated parties for the same or substantially similar type of transaction to ensure that the Recurrent Related Party Transaction is not detrimental to the B-Land Group. Pursuant to Paragraph 10.09(1)(a) of the Listing Requirements, B-Land must immediately announce a Recurrent Related Party Transaction where:- (i) the consideration, value of the assets, capital outlay or costs of the Recurrent Related Party Transactions is RM1 million or more; or 22 22

31 (ii) the percentage ratio of such Recurrent Related Party Transaction is 1% or more, whichever is the higher. In addition, Paragraph 10.08(2) of the Listing Requirements states that where any one of the percentage ratio of related party transaction is 5% or more, B-Land must issue a circular to its shareholders, obtain specific shareholders approvals of the transaction and appoint an independent adviser. Further, Paragraph 10.08(4) of the Listing Requirements states that where any one of the percentage ratios is 25% or more, in addition to the foregoing, B-Land must appoint a main adviser. The guidelines for the relevant approving authority practised by the B-Land Group in relation to Recurrent Related Party Transactions are as follows:- (i) (ii) (iii) Transactions below RM1,000,000 each in value, will be reviewed and approved by the Executive Director or such other senior executive(s) (not being a person connected to the Related Party) designated by the Audit Committee from time to time for such purpose, and tabled for review by the Audit Committee on a half yearly basis. Transactions equal to or exceeding RM1,000,000 each in value will be reviewed and approved by the Audit Committee. The CEO or any one of the Executive Director or other senior executives(s) designated by the Audit Committee from time to time for such purpose, and the Audit Committee, may, as he/it deems fit, request for additional information pertaining to the transaction under review from independent sources or advisers, including the obtaining of valuations from independent valuers. 2.5 Statement by Audit Committee The Audit Committee of B-Land has seen and reviewed the procedures mentioned in Section 2.4 above and is of the opinion that the abovementioned procedures are sufficient to ensure that the Recurrent Related Party Transactions are carried out on terms 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. The B-Land Group has in place adequate procedures and processes to monitor, track and identify Recurrent Related Party Transactions in a timely and orderly manner. The Audit Committee of B-Land conducts the review of these procedures and processes on a half yearly basis

32 2.6 Existing Mandate on Recurrent Related Party Transactions Set out below is the actual value transacted of each Recurrent Related Party Transactions, from the date on which the existing mandate was obtained on 27 October 2014 up to 1 September 2015, being the latest practicable date before the printing of this Circular, together with its estimated value as disclosed in the Circular to Shareholders dated 3 October 2014:- B-Land Group with BCorporation and its unlisted :- BCorporation Management fees payable by B-Land for services rendered that include, inter-alia, the provision of finance, secretarial and general administrative services Charter fees receivable by Berjaya Jet Charter Sdn Bhd for aircraft leasing facilities Actual value transacted from 27/10/14 to 1/9/ Nil as disclosed in the Circular to Shareholders dated 3/10/ ,900 Berjaya Registration Services Sdn Bhd Receipt of share registration, printing and mailing services by B-Land Group Berjaya Education Sdn Bhd Receipt of education and staff training services by B-Land Group BHESB Income payable by BHospitality based on profit sharing of 50/50 on the net profit generated per month from the café at 14 th Floor, East Wing, Berjaya Times Square, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 1 year and renewable thereafter Nil 110 Rental receivable by NESB at RM38,594 per month for renting of Units 5.1, 5.2, 6.1, 6.6, 7.1, 7.2, 7.4, 7.5, 7.6, 8.1, 8.2, 8.6, 9.6, 10.2, 10.6, 11.2, 11.3, 11.4, 12.1, 12.3, 13.1, 13.3 and 13.4 of Apartment Block, Plaza Berjaya, 12, Jalan Imbi, Kuala. Tenure of the rental agreements are for a period of 1 month and renewable thereafter

33 Changan Berjaya Auto Sdn Bhd Rental income receivable by Klasik Mewah at RM12,000 per month for renting of premises at Lot 3, Jalan 225, Section 51(A), Petaling Jaya, Selangor. Tenure of the rental agreement is for a period of 3 years and renewable thereafter Actual value transacted from 27/10/14 to 1/9/2015 as disclosed in the Circular to Shareholders dated 3/10/ Berjaya Krispy Kreme Doughnuts Sdn Bhd Rental income receivable by:- 1. Sri Panglima Sdn Bhd at RM3,600 per month for renting of shoplots at No.1 & 9, Jalan Kiara TK 4/13, Taman Kinrara, Seksyen 4, Puchong, Selangor Sri Penglima Sdn Bhd at RM1,600 per month for renting of shoplots at No. 3, Jalan Kiara TK 4/13, Taman Kinrara, Seksyen 4, Puchong, Selangor Tenure of the above rental agreements is for a period of 2 years and renewable thereafter BerjayaCity Sdn Bhd Rental income receivable by Taman TAR Development Sdn Bhd at RM2,500 per month or based on 50% of net profit, whichever is higher, for renting of land at Lot 35, Sungai Tinggi, Ulu Selangor. Tenure of the rental agreement is for a period of 1 year and renewable thereafter 301 1,000 Provision of security guard services by BGSSB 1,189 2,000 Bukit Tinggi Tours Sdn Bhd Rental payable by BHospitality at RM11,000 per month for renting of cars as transportation for long term hotel guests use at Berjaya Times Square Hotel, Jalan Imbi, Kuala

34 Inter-Pacific Trading Sdn Bhd Rental income receivable by NESB at RM2,688 per month for renting of office at Lot 1.35A, 1 st Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 1 month and renewable thereafter Actual value transacted from 27/10/14 to 1/9/ as disclosed in the Circular to Shareholders dated 3/10/ Purchase of stationery products by B-Land Group Inter-Pacific Securities Sdn Bhd Provision of security guard services by BGSSB Rental income receivable by Nada Embun at RM96,513 per month for renting of office at Lot 13-02, 13 th Floor, Berjaya Times Square, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 2 years and renewable thereafter 903 1,158 Prime Credit Leasing Sdn Bhd Receipt of leasing and hire purchase facilities by B-Land Group 397 2,000 Rental income receivable by Nada Embun at RM7,161 per month for renting of office at Lot 13-03, 13 th Floor, Berjaya Times Square, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 2 years and renewable thereafter Ambilan Imej Sdn Bhd Berjaya Books Sdn Bhd Rental payable by B-Land at RM96,513 per month for renting of office at 12 th Floor, Berjaya Times Square, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 2 years and renewable thereafter Provision of security guard services by BGSSB 903 1,

35 Cosway (M) Sdn Bhd Rental income receivable by Cempaka Properties at RM10,234 per month for renting of shoplot at Lot G-67, Ground Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan. Tenure of the agreement is for a period of 2 years and renewable thereafter Actual value transacted from 27/10/14 to 1/9/ as disclosed in the Circular to Shareholders dated 3/10/ Wet lease charges receivable by Berjaya Air Sdn Bhd for aircraft leasing facilities Kimia Suchi Marketing Sdn Bhd BHills Purchase of cleaning chemical products by the various hotels and resorts in B-Land Group General marketing charges payable to Berjaya Hotels & Resorts (Singapore) Pte Ltd 345 1, BLoyalty Sdn Bhd Loyalty reward charges payable by B-Land Group Rental receivable by NESB at RM8,520 per month for renting of offices at Lots 7A, 7B & 7C, 7 th Floor, Plaza Berjaya, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 2 years and renewable thereafter Berjaya Channel Sdn Bhd Provision of advertising services to B-Land Group Stephens Properties Sdn Bhd Rental payable by:- 1. BGolf at RM1,056 per month for renting of storage space at Lots 20F, 22C, 22D, 22E, 26B & 26C, Wisma Cosway, Jalan Raja Chulan, Kuala Berjaya Land Development Sdn Bhd at RM150 per month for renting of storage space at Lot 20E, Wisma Cosway, Jalan Raja Chulan, Kuala

36 Stephens Properties Sdn Bhd (Cont d) 3. Pakar Angsana at RM960 per month for renting of storage space at Lots 20B, 20C, 20D, 21D, 22B, 23F & 26D, Wisma Cosway, Jalan Raja Chulan, Kuala Actual value transacted from 27/10/14 to 1/9/ as disclosed in the Circular to Shareholders dated 3/10/ BRMSSB at RM160 per month for renting of storage space at Lot 22F, Wisma Cosway, Jalan Raja Chulan, Kuala B-Land at RM1,972 per month for renting of shoplot at Lot 6.07 and storage space at Lots 19D, 19E & 19F, and 25B, 25D & 25E, Wisma Cosway, Jalan Raja Chulan, Kuala BGSSB at RM5,910 per month for renting of office at Lots 6.01, 6.02 & 6.03, Wisma Cosway, Jalan Raja Chulan, Kuala BGSSB at RM3,198 per month for renting of office at Lot 7.09, Wisma Cosway, Jalan Raja Chulan, Kuala Tenure of the above rental agreements is for a period of 2 years and renewable thereafter Provision of security guard services by BGSSB Berjaya Engineering Construction Sdn Bhd Receipt of remote surveillance services and other services by B-Land Group Nil 300 Total 7,038 21,

37 BAuto and its unlisted subsidiary company:- Bermaz Motor Trading Sdn Bhd Purchase of motor vehicles, component parts and other related products and services by the B-Land Group Actual value transacted from 27/10/14 to 1/9/2015 as disclosed in the Circular to Shareholders dated 3/10/ ,000 Total 142 1,000 BToto and its unlisted :- BToto Rental income receivable by:- 1. Nada Embun at RM25,278 per month for renting of office at part of 13 th Floor, Berjaya Times Square, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 2 years and renewable thereafter 2. BLangkawi at RM15,000 per month for renting of villa at Berjaya Langkawi Resort, Burau Bay, Pulau Langkawi, Kedah. Rental is payable on a monthly basis based on mutual agreement by way of letter for a period of 1 month and renewable thereafter FEAB Properties Sdn Bhd Rental payable by BLangkawi at RM9,900 per month for renting of restaurant premises at Plot C, Teluk Burau, Padang Matsirat, Pulau Langkawi, Kedah. Tenure of the rental agreement is for a period of 2 years and renewable thereafter

38 Sports Toto Malaysia Sdn Bhd Provision of security guard services by BGSSB Actual value transacted from 27/10/14 to 1/9/2015 2,993 as disclosed in the Circular to Shareholders dated 3/10/2014 6,000 Rental income receivable by Nada Embun at RM138,996 per month for renting of office at Lot 13-01, 13 th Floor, Berjaya Times Square, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 2 years and renewable thereafter 1,301 1,668 Rental receivable by NESB at:- 1. RM5,383 per month for renting of apartments at Lots 5.3, 5.4 & 5.6, 5 th Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala. Rental is receivable on a monthly basis based on mutual agreement by way of letter for a period of 1 month and renewable thereafter RM1,813 per month for renting of apartments at Lot 10.4, 10 th Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala RM2,141 per month for renting of apartment at Lot 12.2, 12 th Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala 6 26 The above rental is receivable on a monthly basis based on mutual agreement by way of letter for a period of 1 month and renewable thereafter BToto and its Dry lease charges receivable by Berjaya Air Sdn Bhd for aircraft leasing facilities 1,250 2,000 Charter fees receivable by Berjaya Jet Charter Sdn Bhd for aircraft leasing facilities 7,589 9,500 Total 13,668 19,

39 BAssets and its unlisted :- BTSSB Rental payable by :- 1. Budi Impian at RM20,130 per month for renting of shoplots at Lots LG 73, 74 & 74A, Lower Ground Floor, Berjaya Times Square, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 3 years and renewable thereafter 2. B-Land at RM31,578 per month for renting of office at Lots & 02-34, 2 nd Floor, Berjaya Times Square, Jalan Imbi, Kuala 3. Mantra Design at RM4,838 per month for renting of shoplots at Lots & 09-15, 9 th Floor, Berjaya Times Square, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 3 years and renewable thereafter 4. Marvel Fresh Sdn Bhd at RM3,135 per month for renting of storage space at G-31, Ground Floor, Berjaya Times Square, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 1 year and renewable thereafter Actual value transacted from 27/10/14 to 1/9/ as disclosed in the Circular to Shareholders dated 3/10/ Berjaya Times Square Theme Park Sdn Bhd Provision of security guard services by BGSSB BAssets Management fees receivable by B-Land for services rendered include inter-alia the provision of finance, corporate, secretarial and general administrative services

40 BTS Car Park Sdn Bhd Parking charges payable by B-Land Group for leasing of parking bays at Berjaya Times Square, Jalan Imbi, Kuala Actual value transacted from 27/10/14 to 1/9/2015 as disclosed in the Circular to Shareholders dated 3/10/ Total 1,108 1,407 BFood :- Berjaya Roasters (M) Rental income receivable by:- Sdn Bhd 1. Cempaka Properties at RM5,540 per month for renting of shoplot at Lot G-83, Ground Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan 2. Cempaka Properties at RM900 per month for renting of shoplot at Lot G-29D, Ground Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan 3. Kota Raya Complex Management Sdn Bhd at RM500 per month for renting of signage at Lot G05, G06, G07 at Kota Raya Complex, Jalan Cheng Lock, Kuala Tenure of the above rental agreements is for a period of 3 years and renewable thereafter BStarbucks Rental income receivable by:- 1. Kota Raya Development Sdn Bhd at RM9,847 per month for renting of Kiosk G1 at Ground Floor, Kota Raya Complex, Jalan Tun Tan Cheng Lock, Kuala. Tenure of the rental agreement is for a period of 1 month and renewable thereafter

41 BStarbucks (Cont d) 2. NESB at RM1,248 per month for renting of Kiosk 1 at Lower Ground Floor, Plaza Berjaya, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 1 month and renewable thereafter 3. NESB at RM4,148 per month for renting of shoptlot at Lot 1.07 & 1.08, 1 st Floor, Plaza Berjaya, Jalan Imbi, Kuala 4. Cempaka Properties at RM11,270 per month or based on 10% of monthly gross sales generated, whichever is higher, for renting of shoplot and outdoor seating at Lot G- 15, Ground Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan. Tenure of the rental agreement is for a period of 3 years and renewable thereafter 5. Cempaka Properties at RM250 per month for renting of storage space at Lot S2.B, 2 nd Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan. Provision of security guard services by BGSSB Actual value transacted from 27/10/14 to 1/9/ as disclosed in the Circular to Shareholders dated 3/10/ Total

42 BMedia and its unlisted subsidiary company:- Sun Media Corporation Sdn Bhd Rental income receivable by Regnis Industries (Malaysia) Sdn Bhd at RM48,712 per month for renting of office at part of Ground Floor and 5 th Floor, whole of 4 th Floor, and store room at basement level, Lot 6, Section 51, Jalan 217, Petaling Jaya, Selangor. Tenure of the rental agreement is for a period of 3 years and renewable thereafter Provision of security guard services by Regnis Industries (Malaysia) Sdn Bhd Receipt of advertising and publishing services by B-Land Group Actual value transacted from 27/10/14 to 1/9/ as disclosed in the Circular to Shareholders dated 3/10/ ,320 Total 709 1,981 SEM and its unlisted subsidiary company:- 7-Eleven Rental income receivable by:- 1. Klasik Mewah at RM16,500 per month for renting of shoplot at Lot LG147, Lower Ground Floor, Sungei Wang Plaza, Jalan Sultan Ismail, Kuala. Tenure of the rental agreement is for a period of 3 years and renewable thereafter 2. Angsana Gemilang at RM28,308 per month for renting of shoplot at No. 32G, Jalan Sultan Ismail, Kuala. Tenure of the rental agreement is for a period of 3 years and renewable thereafter 3. NESB at RM5,387 per month for renting of shoplot at Kiosk II, Lower Ground Floor, Plaza Berjaya, Jalan Imbi, Kuala

43 7-Eleven (Cont d) 4. NESB at RM60,411 per month for renting of office at Lots 3.05, 3.35 & 3.36, 3 rd Floor, and Lot 4.01, 4 th Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 3 years and renewable thereafter Actual value transacted from 27/10/14 to 1/9/ as disclosed in the Circular to Shareholders dated 3/10/ NESB at RM7,073 per month for renting of office at Lot 1.05, 1 st floor, Podium Block, Plaza Berjaya, 12, Jalan Imbi, Kuala. Tenure of the rental agreement is for a period of 1 month and renewable thereafter NESB at:- (i) RM2,326 per month for renting of office at Lots 5D & 5E, 5 th Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala (ii) RM2,328 per month for renting of storage space at Lots 5B, 5 th Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala (iii) RM2,187 per month for renting of office at Lot 5C, Office Tower Plaza Berjaya, Jalan Imbi, Kuala (iv) RM21,780 per month for renting of office at Lot 5.01A&B, 5 th Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala 35 35

44 7-Eleven (Cont d) 7. Cempaka Properties at RM26,100 per month for renting of shoplots at Lots G21, G22 & G22A, Ground Floor, Berjaya Megamall, Jalan Tun Ismail, Kuantan Actual value transacted from 27/10/14 to 1/9/ as disclosed in the Circular to Shareholders dated 3/10/ NESB at RM1,573 per month for renting of office at Lot 5A, 5 th Floor, Podium Block, Plaza Berjaya, 12 Jalan Imbi, Kuala NESB at RM2,548 per month for renting of office at Lot 3.01 & 3.02, 3 rd Floor, Podium Block, Plaza Berjaya, 12 Jalan Imbi, Kuala Parking charges receivable by NESB for leasing of parking bays at Plaza Berjaya, Jalan Imbi, Kuala 3 3 Total 1,807 2,118 Other :- Singer (Malaysia) Sdn Bhd Rental income receivable by Regnis Industries (Malaysia) Sdn Bhd at : 1. RM33,658 per month for renting of office at Part of G/F, 1/F and 2/F, Lot 6, Jalan 217, Section 51, Petaling Jaya, Selangor. Tenure of the rental agreement is for a period of 2 years and renewable thereafter 2. RM6,778 per month for renting of office at Part of 3/F, Lot 6, Jalan 217, Section 51, Petaling Jaya, Selangor. Tenure of the rental agreement is for a period of 3 years and renewable thereafter Provision of security guard services by BGSSB

45 Singer (Malaysia) Sdn Bhd (Cont d) Purchase of products and services (such as television, air conditioner and repair of equipment supplied by Singer) by the B-Land Group Actual value transacted from 27/10/14 to 1/9/2015 as disclosed in the Circular to Shareholders dated 3/10/ Berjaya Sompo Insurance Berhad Rental payable by:- 1. BHospitality at RM8,168 per month for renting of service suites at A-18-18, 18 th Floor, B , 26 th Floor, B , 30 th Floor and B-42-10, 42 nd Floor, Berjaya Times Square, Jalan Imbi, Kuala BHospitality at RM33,529 per month for renting of service suites at A & A-22-07, 22 nd Floor, B-26-20, 26 th Floor, B-27-10, 27 th Floor, B & B-28-10, 28 th Floor, B-29-08, 29 th Floor, B-32-18, 32 nd Floor and B-39-18, 39 th Floor, Berjaya Times Square, Jalan Imbi, Kuala RM5,200 per month for renting of service suites at A-17-08, 17 th Floor and A-30-21, 30 th Floor, Berjaya Times Square, Jalan Imbi, Kuala Tenure of the above rental agreements is for a period of 3 years and renewable thereafter Rental income receivable by NESB at RM3,982 per month for renting of shoplot at G027G, Ground Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala Provision of security guard services by BGSSB

46 Berjaya Sompo Insurance Berhad (Cont d) Parking charges receivable by NESB for leasing of parking at basement of Plaza Berjaya, Jalan Imbi, Kuala Actual value transacted from 27/10/14 to 1/9/2015 as disclosed in the Circular to Shareholders dated 3/10/ U Mobile Rental income receivable by:- 1. Regnis Industries (Malaysia) Sdn Bhd at RM1,890 per month for renting of rooftop at Lot 6, Jalan 217, Section 51, Petaling Jaya, Selangor BGolf at RM4,235 per month for renting of watchtower at Bukit Jalil Golf & Country Resort, Jalan 3/155B, Kuala Angsana Gemilang at RM27,436 per month for renting of office at 1 st and 2 nd Floor, No.32, Jalan Sultan Ismail, Kuala Bukit Kiara Resort Berhad at RM3,850 per month for renting of broadcasting facility at Bukit Kiara Equestrian & Country Resort, Off Jalan Damansara, Kuala Amat Muhibah Sdn Bhd at RM3,500 per month for renting of broadcasting facility at Desa Water Park, Jalan Klang Lama, Kuala Berjaya Georgetown Hotel (Penang) Sdn Bhd at RM4,370 per month for renting of rooftop at Georgetown City Hotel, Jalan Burmah, Pulau Pinang Tenure of the above rental agreements is for a period of 3 years and renewable thereafter 38 38

47 U Mobile (Cont d) Parking charges receivable by Angsana Gemilang at RM2,800 per month for leasing of parking bays at basement carpark, No.32, Jalan Sultan Ismail, Kuala Actual value transacted from 27/10/14 to 1/9/2015 as disclosed in the Circular to Shareholders dated 3/10/ Parking charges receivable by NESB at RM1,000 per month for leasing of parking at basement of Plaza Berjaya, Jalan Imbi, Kuala Provision of security guard services by BGSSB Songbird Amusement Sdn Bhd Rental income receivable by NESB at RM26,250 per month for renting of shoplot at Lots 2.35 & 2.36, 2 nd Floor, Podium Block, Plaza Berjaya, Jalan Imbi, Kuala Qinetics Receipt of information technology consultancy and management related services by B-Land Group 289 1,000 Purchase of networking equipment by B-Land Group 449 1,500 Qinetics Services Receipt of information technology consultancy and management related services by B-Land Group 606 1,500 Purchase of networking equipment by B-Land Group 1,215 1,500 GPS Tech Solutions Sdn Bhd Receipt of vehicles tracking services by BGSSB Nil

48 TT Resources Food & Services Sdn Bhd Rental income and commission receivable by:- Actual value transacted from 27/10/14 to 1/9/2015 as disclosed in the Circular to Shareholders dated 3/10/ Bukit Kiara Resort Berhad at RM27,500 per month and based on 12% revenue generated if sales exceeding RM150,000 per month for renting of Oriental Pearl at Bukit Kiara Equestrian & Country Resort, Off Jalan Damansara, Kuala BGolf at RM30,000 per month and based on 13% revenue generated if sales exceeding RM120,000 per month for renting of Oriental Pearl at Bukit Jalil Golf & Country Resort, Jalan 3/155B, Kuala 621 1,100 Tenure of the above rental agreements is for a period of 3 years and renewable thereafter Total 5,806 10,288 Grand Total 30,675 59,

49 2.7 Amount Due and Owing By Pursuant to Recurrent Related Party Transactions As at 30 April 2015, the total outstanding amount of approximately RM4.21 million owed by to the B-Land Group did not exceed 1 year. The management monitors and reviews the outstanding amounts on a regular basis and follows up on the status of the cases. Appropriate actions such as discussions with the for early settlement of outstanding amounts are taken to recover the outstanding amounts. The management is of the opinion there is no recoverability issue as there are no long overdue amounts from Related Parties who are of sound credit standing. Late payment charges are not imposed on amounts owed by as they are trade in nature. Similarly, neither are late payment charges imposed on amounts owed by non-related parties. 3.0 RATIONALE FOR, AND THE BENEFIT TO THE B-LAND GROUP FROM TRANSACTING WITH RELATED PARTIES 3.1 The Recurrent Related Party Transactions entered into or to be entered into by the B-Land Group are all in the ordinary course of business and intended to meet the business needs of the Group at the best possible terms so as to achieve the synergistic benefits within the BCorporation Group. As such, it is anticipated that the Recurrent Related Party Transactions would occur on a frequent and recurrent basis. 3.2 The Proposed Mandate will eliminate the need to make announcements to Exchange and/or to convene separate EGMs from time to time to seek shareholders prior approvals for B-Land Group to enter into such Recurrent Related Party Transactions. This will serve to reduce substantial administrative time and expenses in convening such EGMs without compromising the corporate objectives of the Group or affecting the business opportunities available to the Group. 3.3 The Recurrent Related Party Transactions provide the B-Land Group the support for its operational and business needs and further enhance its ability to explore beneficial business opportunities and also to maximise the utilisation of human resources within the B-Land Group and the Related Parties. 4.0 CONDITIONS FOR THE PROPOSED MANDATE 4.1 The Proposed Mandate is conditional upon approval being obtained from shareholders of B-Land at the forthcoming AGM. The Proposed Mandate being procured from shareholders of B-Land at the forthcoming AGM is subject to annual renewal. 5.0 FINANCIAL EFFECTS OF THE PROPOSED MANDATE 5.1 The Proposed Mandate does not have any effect on the issued and paid-up share capital of B-Land and is not expected to have any material effect on the consolidated earnings and NA of B-Land

50 6.0 DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS 6.1 The direct and indirect shareholdings of the interested Major Shareholders and the interested Directors of B-Land and Persons Connected with them as at 1 September 2015 are as follows: Direct Indirect No of Shares % No of Shares % Interested Major Shareholders BCorporation 109,084, ,036,599,596 (a) TSVT 389,595, ,269,485,072 (b) Interested Director DDTYL Interested Persons Connected DDTYL TSDT 3,030, Tan Choon Lui 4,500 # - - Notes: # Negligible (a) Deemed interested by virtue of its 100% interest in BGroup. (b) Deemed interested by virtue of his interests in BCorporation, HRESB, B&B and Berjaya VTCY Sdn Bhd, his interests in BAssets, the holding company of BTSSB and Sublime Cartel and his interests in HQZ, the ultimate holding company of Desiran Unggul and Premier Merchandise. 6.2 Based on details as disclosed in Section 2.3 above, DDTYL, being an interested Director, has abstained and will continue to abstain from all Board deliberations and voting in relation to the Proposed Mandate. DDTYL will abstain from voting in respect of his direct and/or indirect shareholdings in B-Land (if any) on the ordinary resolution approving the Proposed Mandate at the forthcoming AGM. 6.3 TSVT and BCorporation being interested Major Shareholders, will abstain from voting in respect of their direct and/or indirect shareholdings on the ordinary resolution approving the Proposed Mandate at the forthcoming AGM. 6.4 TSVT, DDTYL and BCorporation have undertaken to ensure that Persons Connected with them will abstain from voting in respect of their direct and/or indirect shareholdings in B-Land on the ordinary resolution, deliberating or approving the Proposed Mandate at the forthcoming AGM. 6.5 DNSL is the CEO (Non-Independent) of B-Land and sits on the board of certain companies of which BCorporation is deemed to have an interest. TTC is a Non-Independent/Executive Director of B-Land and sits on the board of certain companies of which BCorporation is deemed to have an interest. He is also the Chief Financial Officer of BCorporation, the holding company of B-Land, in which TSVT is a major shareholder. Although DNSL and TTC are not deemed to be interested in the Proposed Mandate pursuant to the Listing Requirements, they have however voluntarily abstained and will continue to abstain from all the Company s Board deliberations and voting in relation to the Proposed Mandate. They will also abstain from voting in respect of their direct and/or indirect shareholdings in B-Land on the ordinary resolution approving the Proposed Mandate at the Company s forthcoming AGM. 6.6 Save as disclosed, none of the other Directors or Major Shareholders and Persons Connected with them, has any interest, direct or indirect in the Proposed Mandate

51 7.0 DIRECTORS RECOMMENDATION 7.1 The Board of B-Land (except for DNSL, TTC and DDTYL) having considered all aspects of the Proposed Mandate, is of the opinion that it is in the best interest of the B-Land Group and accordingly the Board with the exception of DNSL, TTC and DDTYL who have abstained from making any recommendation on the Proposed Mandate, recommends that you vote in favour of the Proposed Mandate to be tabled at the forthcoming AGM. 8.0 AGM 8.1 The AGM, Notice of which is enclosed in the Annual Report 2015 and an extract of ordinary resolution on the Proposed Mandate is enclosed in this Circular, will be held at Perdana Ballroom, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, Kuala on Monday, 19 October 2015, at a.m. for the purpose of considering and, if thought fit, passing the ordinary resolution to give effect to the Proposed Mandate. 8.2 If you are unable to attend and vote in person at the forthcoming AGM, you are requested to complete and return the enclosed Form of Proxy in the Annual Report 2015 in accordance with the instructions therein as soon as possible so as to arrive at the Registered Office of the Company at Lot 13-01A, Level 13 (East Wing), Berjaya Times Square, No.1 Jalan Imbi, Kuala not less than 48 hours before the time set for the AGM. The completion and the return of the Form of Proxy will not preclude you from attending and voting in person at the forthcoming AGM should you subsequently wish to do so. 9.0 FURTHER INFORMATION 9.1 Shareholders are requested to refer to the attached Appendix I for further information. Yours faithfully For and on behalf of The Board of Directors of BERJAYA LAND BERHAD Tan Sri Datuk Seri Razman Md Hashim Bin Che Din Md Hashim Chairman 43 43

52 PART B SHARE BUY-BACK STATEMENT in relation to the PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES

53 BERJAYA LAND BERHAD (Company No A) (Incorporated in Malaysia) PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES 1.0 INTRODUCTION 1.1 On 9 September 2015, the Board of Directors of B-Land announced that the Company proposes to seek a shareholders mandate to renew the authority to purchase its own shares on the Exchange of up to a maximum of 10% of the issued and paid-up ordinary shares of B-Land. 1.2 The purpose of this Statement is to provide you with the relevant details of the Proposed Share Buy-Back to be tabled at the forthcoming AGM, which will be held at Perdana Ballroom, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, Kuala on Monday, 19 October 2015 at a.m. 2.0 DETAILS OF THE PROPOSED SHARE BUY-BACK 2.1 At the AGM held on 27 October 2014, B-Land obtained a mandate from the Company s shareholders to undertake the purchase of up to 10% of the issued and paid-up ordinary share capital of B-Land. The aforesaid approval will continue in force until the conclusion of the forthcoming AGM which will be held on 19 October A new mandate is required from the shareholders of the Company to renew the authority to purchase up to 10% of its issued and paid-up ordinary share capital on the Exchange subject to the compliance with Section 67A of the Act, and the Prevailing Laws at the time of the purchase. This new mandate from the shareholders will be effective immediately upon the passing of the ordinary resolution for the Proposed Share Buy-Back at the forthcoming AGM and may only continue to be in force until:- (a) (b) (c) the conclusion of the next AGM of B-Land following the AGM at which such resolution was passed at which time it will lapse unless by ordinary resolution passed at that general meeting, the authority is renewed, either unconditionally or subject to conditions; or the expiration of the period within which the next AGM after that date is required by law to be held; or revoked or varied by ordinary resolution passed by the shareholders of B-Land in a general meeting, whichever occurs first. 2.3 Based on the issued and paid-up share capital of the Company of 5,000,337,104 B-Land Shares on 1 September 2015, being the latest practicable date, the number of shares that can be purchased is up to 500,033,710 B-Land Shares representing 10% of the issued and paid-up share capital of the Company inclusive of the 10,943,104 B-Land Shares already purchased and retained as Treasury Shares. As such, the balance that can be purchased is up to 489,090,606 B-Land Shares

54 2.4 The amount of funds allocated for the purchase of B-Land Shares pursuant to the Proposed Share Buy-Back will be financed through internally generated funds and/or bank borrowings, the proportion of which will depend on the quantum of the purchase consideration as well as the availability of internally generated funds and/or external borrowings at the time of the purchase(s). In the event the Proposed Share Buy-Back is to be partly financed by bank borrowings, the Company expects that it will be capable of repaying the bank borrowings and that the bank borrowings will not have any material impact on the cash flow of the B-Land Group. 2.5 The actual number of Shares Purchased, the total amount of funds to be utilised for each purchase and the timing of any purchase will depend on inter-alia, the market conditions and sentiments of the stock market, the availability of financial resources of the Company and the availability of the retained profits or the share premium reserve of the Company. The total consideration for the Proposed Share Buy-Back shall not exceed the aggregate of the retained profits or the share premium reserve of the Company, as per the audited results as at 30 April 2015:- RM 000 Retained profits 592,859 Share premium reserve Total reserves 592,859 Consideration of Treasury Shares already purchased (20,699) Limit of maximum funds available 572,160 ========= Based on the unaudited results for the first quarter ended 31 July 2015, the retained profits of the Company as at 31 July 2015 was RM560.9 million. The Shares Purchased held as Treasury Shares, either distributed as share dividends or resold by the Company on the Exchange or cancelled will depend, inter-alia on the availability of retained profits or share premium reserve of the Company or both. 2.6 The Directors may resolve to cancel all the Shares Purchased or retain all the Shares Purchased as Treasury Shares, or retain part thereof as Treasury Shares and subsequently cancelling the balance. In the event that the Board resolves to cancel the Shares Purchased, the B-Land Group would expect to enhance its EPS, and thereby investors are expected to enjoy a corresponding increase in the value of their investments in the Company. If the Shares Purchased are to be kept as Treasury Shares, it may be realised with potential gain without affecting the total issued and paid-up share capital of the Company. The Company may also utilise the Treasury Shares as future share dividends to the shareholders of the Company and/or resell the Treasury Shares in the open market to profit from any future price appreciation of the B-Land Shares. 2.7 B-Land may only purchase its own shares on the Exchange at prices which are not more than 15% above the weighted average market price for B-Land Shares for the five (5) market days immediately before the purchase(s). The Company may only resell the Treasury Shares on the Exchange at: (a) prices which are not less than the weighted average market price of B-Land Shares for the five (5) market days immediately before the resale; or 46 46

55 (b) at a discounted price of not more than 5% to the weighted average market price of B-Land Shares for the five (5) market days immediately before the resale provided that: (i) the resale takes place no earlier than 30 days from the date of purchase; and (ii) the resale price is not less than the cost of purchase of the shares being resold. 2.8 Bursa Malaysia Securities Berhad ( Bursa Securities ) has, vide its letter dated 18 August 2010, approved B-Land s application for acceptance of a lower public shareholding spread of 20% in compliance with the public shareholding spread requirement pursuant to Paragraph 8.02(1) of the Main Market Listing Requirements of Bursa Securities. As at 1 September 2015, the public shareholding spread of B-Land is 26.43%. Accordingly, the Company has complied with the minimum public shareholding spread requirement of 20% as approved by Bursa Securities. Assuming that the Proposed Share Buy-Back is carried out in full, and being retained as Treasury Shares, the proforma shareholding spread of the Company will be approximately 18.44%. The Board will be mindful of the requirement that the Proposed Share Buy-Back must not result in the number of ordinary shares which in the hands of the public falling below 20% of the issued and paid-up share capital of B-Land and the Company will make every effort available to address the public shareholding spread requirement should the Company purchase its own shares pursuant to the Proposed Share Buy-Back. 3.0 RATIONALE FOR THE PROPOSED SHARE BUY-BACK The Proposed Share Buy-Back will enable the B-Land Group to utilise any of its financial resources to purchase its own shares which may have positive impact on the market price of B-Land Shares. The Proposed Share Buy-Back, if implemented may help to stabilise the supply and demand of the B-Land Shares traded on the Exchange and thereby supporting its fundamental value. The Proposed Share Buy-Back may also improve the future earnings per B-Land Share and the return on equity as a result of a reduced share capital base if the Shares Purchased are subsequently cancelled. If the Shares Purchased are to be retained as Treasury Shares, it will provide an option for the Company to resell the Treasury Shares at a higher price and generate capital gain for the Company. Alternatively, the Shares Purchased being retained as Treasury Shares can be distributed as share dividends to reward its shareholders in the future. 4.0 POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK 4.1 The potential advantages of the Proposed Share Buy-Back are as follows:- (a) (b) allows the Company to take preventive measures against speculation particularly when the B-Land Shares are undervalued; and allows the Company flexibility in attaining its desired capital structure. 4.2 The potential disadvantages of the Proposed Share Buy-Back are as follows:- (a) the Proposed Share Buy-Back will reduce the financial resources of the Group and may result in the Group foregoing better investment opportunities that may emerge in future; and 47 47

56 (b) as the Proposed Share Buy-Back can only be made out of retained profits and share premium of the Company, it will result in the reduction of financial resources available for distribution to shareholders in the immediate future. 4.3 The Board will be mindful of the interest of B-Land and its shareholders in undertaking the Proposed Share Buy-Back. 5.0 EFFECTS OF THE PROPOSED SHARE BUY-BACK 5.1 Issued Share Capital If the Shares Purchased are being retained in full as Treasury Shares, the Proposed Share Buy- Back will not have any effect on the issued and paid-up share capital of B-Land. However, the rights attaching to them as to voting, dividends and participation in other distributions and otherwise are suspended and the Treasury Shares shall not be taken into account in calculating the number of percentage of shares or of a class of shares for any purposes including substantial shareholding, takeovers, notices, the requisitioning of meetings, the quorum for a meeting and the result of a vote on a resolution at a meeting. The issued and paid-up share capital of B-Land will decrease if the Shares Purchased are to be cancelled. The proforma effect of the Proposed Share Buy-Back on the issued and paid-up share capital of the Company assuming B-Land purchases and subsequently cancels up to 10% of the existing issued and paid-up share capital is as follows:- No. of B-Land shares Issued and paid-up share capital as at 1 September ,000,337,104 Assuming all Shares Purchased are cancelled pursuant to the (500,033,710) Proposed Share Buy-Back* Resultant issued and paid-up share capital 4,500,303,394 ============ * Number of shares is inclusive of the 10,943,104 B-Land Shares that have been purchased and retained as Treasury Shares as at 1 September NA and EPS NA The NA per B-Land Share may be increased or decreased, depending on the purchase price of the Share Purchased. Should the purchase price exceed the existing NA per B-Land Share, the NA per B-Land Share shares should decrease accordingly. Conversely, should the purchase price be lower than the existing NA per B-Land Share, the resultant NA per B-Land Share should increase accordingly. EPS The effects of the Proposed Share Buy-Back on the EPS of B-Land would depend on the number of Shares Purchased

57 5.3 Working Capital The Proposed Share Buy-Back is likely to reduce the working capital of the Group, the quantum of which will depend on the actual purchase price and number of Shares Purchased. 5.4 Dividend The Proposed Share Buy-Back may reduce the amount of distributable reserves available for payment of dividends in the immediate future. 5.5 Directors And Substantial Shareholders Shareholdings Directors The effect of the Proposed Share Buy-Back on the shareholdings of the Directors of B-Land based on the Register of Directors as at 1 September 2015, is as follows:- As at 1 September 2015 No. of ordinary shares After the Proposed Share Buy-Back No. of ordinary shares Direct % 1 Indirect % 1 Direct % 2 Indirect % 2 Tan Sri Datuk Seri Razman Md Hashim bin Che Din Md Hashim DNSL 224, # , # - - TTC 40, # , # - - Phan Yoke Seng DDTYL Datuk Robert Yong Kuen Loke 360, , Datuk Maizan bin Shaari Notes:- 1 Calculated based on 4,989,394,000 B-Land Shares as at 1 September 2015 which excludes the 10,943,104 B-Land Shares already purchased and retained as Treasury Shares. 2 Assuming the Proposed Share Buy-Back are undertaken in full and that the maximum of 500,033,710 B-Land Shares so purchased (including the 10,943,104 B-Land Shares already purchased) representing approximately 10% of the issued and paid-up share capital of B-Land as at 1 September 2015 of 5,000,337,104 B-Land Shares, are to be retained as Treasury Shares and/or to be cancelled. # Less than 0.01% 49 49

58 5.5.2 Substantial Shareholders The effect of the Proposed Share Buy-Back on the shareholdings of the substantial shareholders of B-Land based on the Register of Substantial Shareholders as at 1 September 2015 is as follows:- Teras Mewah Sdn Bhd Juara Sejati Sdn Bhd Bizurai Bijak (M) Sdn Bhd Berjaya Capital Berhad As at 1 September 2015 No. of ordinary shares After the Proposed Share Buy-Back No. of ordinary shares Direct % 1 Indirect % 1 Direct % 2 Indirect % 2 1,296,624, ,296,624, ,965, ,879,612 (a) ,965, ,879,612 (a) ,100, ,352,612 (b) ,100, ,352,612 (b) ,352,612 (c) ,352,612 (c) 6.10 BGroup 23,030, ,013,569,596 (d) ,030, ,013,569,596 (d) BCorporation 109,084, ,036,599,596 (e) ,084, ,036,599,596 (e) TSVT 389,595, ,269,485,072 (f) ,595, ,269,485,072 (f) Notes:- 1 Calculated based on 4,989,394,000 B-Land Shares as at 1 September 2015 which excludes the 10,943,104 B-Land Shares already purchased and retained as Treasury Shares. 2 Assuming the Proposed Share Buy-Back are undertaken in full and that the maximum of 500,033,710 B-Land Shares so purchased (including the 10,943,104 B-Land Shares already purchased) representing approximately 10% of the issued and paid-up share capital of B-Land as at 1 September 2015 of 5,000,337,104 B-Land Shares, are to be retained as Treasury Shares and/or to be cancelled. (a) (b) (c) (d) (e) (f) Deemed interested by virtue of its interest in Berjaya Capital Berhad and its interest in BAssets, the holding company of Sublime Cartel and BTSSB. Deemed interested by virtue of its interest in Berjaya Capital Berhad Deemed interested by virtue of its interests in Berjaya Sompo Insurance Berhad, Prime Credit Leasing Sdn Bhd, Inter-Pacific Securities Sdn Bhd, Inter-Pacific Capital Sdn Bhd and Rantau Embun Sdn Bhd. Deemed interested by virtue of its 100% interests in Teras Mewah Sdn Bhd, Juara Sejati Sdn Bhd, Bizurai Bijak (M) Sdn Bhd and its interests in the related companies, namely, Prime Credit Leasing Sdn Bhd, Inter- Pacific Securities Sdn Bhd, Inter-Pacific Capital Sdn Bhd and Rantau Embun Sdn Bhd as well as its interests in Berjaya Sompo Insurance Berhad, BTSSB and Sublime Cartel. Deemed interested by virtue of its 100% interest in BGroup. Deemed interested by virtue of his interests in BCorporation, HRESB, B&B and Berjaya VTCY Sdn Bhd and his interest in BAssets, the holding company of BTSSB and Sublime Cartel and his interest in HQZ, the ultimate holding company of Desiran Unggul and Premier Merchandise

59 6.0 IMPLICATION RELATING TO THE CODE The Proposed Share Buy-Back is not expected to have any implication on the Code. 7.0 DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS The Company is not aware of any Director or substantial shareholder of B-Land and/or persons connected with them having any peculiar interest, direct or indirect in the Proposed Share Buy-Back or its subsequent resale of Treasury Shares. 8.0 DIRECTORS RECOMMENDATION The Directors of B-Land, having considered all aspects of the Proposed Share Buy-Back, are of the opinion that the Proposed Share Buy-Back is in the best interest of the Group. Accordingly, they recommend that you vote in favour of the ordinary resolution in respect of the Proposed Share Buy-Back to be tabled at the forthcoming AGM. 9.0 DIRECTORS RESPONSIBILITY STATEMENT This Statement has been seen and approved by the Directors of B-Land, who collectively and individually accept full responsibility for the accuracy of the information given and confirm that after having made all reasonable enquiries and to the best of the knowledge and belief, there are no other facts, the omission of which would make any information, data or Statement herein misleading FURTHER INFORMATION During the financial year ended 30 April 2015, the Company had not made any purchase of its own shares. The Company sold 11,000,000 of its own shares on 24 July 2014 for a total consideration of RM9,265,917 or at an average price of RM0.84 per B-Land share and on 3 October 2014 another 2,094,000 of its own shares for a total consideration of RM1,794,697 or at an average price of RM0.86 per B-Land share

60 APPENDIX I FURTHER INFORMATION 1. RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Directors of B-Land and they collectively and individually accept full responsibility for the accuracy of the information given 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 in this Circular misleading. 2. MATERIAL CONTRACTS Save as disclosed below, neither B-Land nor any of its have entered into any contracts which are or may be material (not being contracts entered into in the ordinary course of business of the Company or any of its ) during the two (2) years immediately preceding the date of this Circular:- B-Land and/or its (i) (ii) (iii) A Subscription Agreement dated 12 December 2014 entered into between B-Land (as issuer), AmInvestment Bank Berhad ( AIBB ) and OCBC Bank (Malaysia) Berhad (as Joint Lead Managers), and AIBB (as Facility Agent) and several investors for the subscription of Guaranteed Medium Term Notes ( B-Land MTNs ) pursuant to a B-Land MTNs programme of up to RM650.0 million in nominal value; A Trust Deed dated 8 December 2014 entered into between B-Land and AmTrustee Berhad constituting the B-Land MTNs; and A Subscription Agreement dated 21 July 2015 entered into between B-Land and BCorporation and Berjaya Kyoto Development (S) Pte. Ltd. ( BKyoto ) for the proposed subscription by BCorporation or its subsidiary of 1 new ordinary share representing 50% of the enlarged issued share capital of BKyoto for a cash subscription of SGD34.66 million (about RM97.28 million), which will result in dilution of B-Land s equity interest in BKyoto from 100% to 50%. BToto and/or its (i) (ii) A trust deed dated 13 June 2013 constituting Sports Toto Malaysia Trust ( STM-Trust ) in Singapore entered into between STM-Trust and Sports Toto Malaysia Management Pte. Ltd. ( STMM ), as the trustee-manager of STM-Trust, as amended and restated by the first amending and restating deed dated 28 October On 7 July 2015, STMM and BToto Cayman had entered into a deed of termination to terminate STM-Trust; Share Purchase Agreement ("SPA") dated 15 June 2013 entered into between BToto, BToto Cayman and STMM for the transfer by BToto of 100% equity interest in STMSB to STM- Trust for a consideration of RM6.0 billion to be satisfied via the issuance of 4.33 billion new units in STM-Trust to BToto Cayman, at an issue price of SGD0.497 per STM-Trust unit and the balance by way of bill of exchange in favor of BToto. Parties to the agreement have via a letter dated 19 September 2013 agreed to revise certain terms to the SPA and to extend the period for the fulfillment of the conditions precedent under the SPA to 31 December STMM, BToto and BToto Cayman had vide a letter dated 20 January 2014 agreed to unwind and rescind the SPA and subsequently STMSB was reverted back as a 100% direct subsidiary of BToto; and 52 52

61 (iii) A Supplemental and Status Quo Agreement dated 13 August 2015 entered into between Philippine Gaming Management Corporation ( PGMC ) and the Philippine Charity Sweepstakes Office ( PCSO ) for maintaining the status quo of PGMC s leasing of online lottery equipment and provision of software support to PCSO for a period of three years from 22 August 2015 until 21 August MATERIAL LITIGATIONS Neither B-Land nor any of its subsidiary company is engaged in any material litigation, claim or arbitration, either as plaintiff or defendant and the Directors of B-Land are not aware of any proceedings, pending or threatened against the Company or any of its or of any facts likely to give rise to any proceeding which may materially affect the financial position or business of B-Land Group. 4. DOCUMENTS FOR INSPECTION The following documents will be available for inspection at the Registered Office of B-Land at Lot 13-01A, Level 13 (East Wing), Berjaya Times Square, No.1 Jalan Imbi, Kuala, during the normal office hours from Mondays to Fridays (except public holidays) from the date of this Circular up to the time set for convening the AGM:- (a) (b) (c) Memorandum and Articles of Association of B-Land; Audited consolidated financial statements of B-Land for the past two (2) financial years ended 30 April 2015 and the unaudited consolidated results of B-Land for the first quarter ended 31 July 2015; and Material contracts referred to in Section 2 above

62 EXTRACT OF RESOLUTIONS TO BE TABLED AT THE B-LAND TWENTY-FIFTH AGM ORDINARY RESOLUTION PROPOSED RENEWAL OF AND NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE THAT, subject to the provisions of Bursa Malaysia Securities Berhad s Main Market Listing Requirements, approval be and is hereby given for the Company and its, to enter into recurrent related party transactions of a revenue or trading nature with the related parties as specified in Section 2.3 of the Circular to Shareholders dated 25 September 2015 ( Proposed Mandate ) which are necessary for the day-to-day operations and/or in the ordinary course of business of the Company and its on terms not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company and that such approval shall continue to be in force until:- (a) (b) (c) the conclusion of the next Annual General Meeting ( AGM ) of the Company following the AGM at which such ordinary resolution for the Proposed Mandate will be passed, at which time it will lapse, unless by ordinary resolution passed at that general meeting, the authority is renewed; the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 143 (1) of the Companies Act, 1965 (but shall not extend to such extension as may be allowed pursuant to Section 143 (2) of the Companies Act, 1965); or revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting; whichever is the earlier; AND FURTHER THAT authority be and is hereby given to the Directors of the Company and its to complete and do all such acts and things (including executing such documents as may be required) to give effect to such transactions as authorised by this Ordinary Resolution. ORDINARY RESOLUTION PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES THAT, subject always to the Companies Act, 1965, ( Act ), rules, regulations and orders made pursuant to the Act, provisions of the Company s Memorandum and Articles of Association and Bursa Malaysia Securities Berhad ( Exchange ) Main Market Listing Requirements and any other relevant authority, the Directors of the Company be and are hereby authorised to purchase such number of ordinary shares of RM0.50 each in the Company ( B-Land Shares ) through the Exchange and to take all such steps as are necessary (including the opening and maintaining of a central depositories account under the Securities Industry (Central Depositories) Act, 1991) and enter into any agreements, arrangements and guarantees with any party or parties to implement, finalise and give full effect to the aforesaid purchase with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments (if any) as may be imposed by the relevant authorities from time to time and to do all such acts and things in the best interests of the Company, subject further to :- 1. the maximum number of ordinary shares which may be purchased and held by the Company shall be equivalent to ten per centum (10%) of the total issued and paid-up share capital of the Company;

63 2. the maximum funds to be allocated by the Company for the purpose of purchasing the ordinary shares shall not exceed the total retained profits or share premium reserve of the Company or both; 3. the authority shall commence immediately upon passing of this ordinary resolution until:- (a) (b) (c) the conclusion of the next Annual General Meeting ( AGM ) of the Company following the AGM at which such resolution was passed at which time it will lapse unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or the expiration of the period within which the next AGM after that date it is required by law to be held; or revoked or varied by ordinary resolution passed by the shareholders of the Company at a general meeting; whichever occurs first; AND THAT upon completion of the purchase(s) of the B-Land Shares or any part thereof by the Company, the Directors of the Company be and are hereby authorized to deal with the B-Land Shares so purchased by the Company in manner:- (a) (b) (c) (d) cancel all the B-Land Shares so purchased; or retain all the B-Land Shares as treasury shares for future re-sale or for distribution as dividends to the shareholders of the Company; or retain part thereof as treasury shares and subsequently cancelling the balance; or in any other manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act and the requirements of the Exchange and any other relevant authority for the time being in force.