THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR … · THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the course of action to take, you

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the course of action to take, you should consult your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately.

Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

(Company No.: 305530-A) (Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

PROPOSED VARIATION TO THE UTILISATION OF PROCEEDS ARISING FROM THE DISPOSAL OF TWO (2) PARCELS OF FREEHOLD LAND HELD UNDER GERAN MUKIM 563, LOT 809 AND GERAN MUKIM 415, LOT 810, BOTH LOCATED IN MUKIM CHERAS, DAERAH HULU LANGAT, NEGERI SELANGOR BY MV PROPERTIES SDN BHD, AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF BERTAM ALLIANCE BERHAD, TO TUJUAN OPTIMA SDN BHD WHICH WAS COMPLETED ON 24 MARCH 2017

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

The Notice of the Extraordinary General Meeting (“EGM”) together with the Proxy Form are enclosed in this Circular.

Date and time of the EGM : Thursday, 28 June 2018 at 10.00 a.m. or immediately after the conclusion or the adjournment (as the case may be) of our Twenty-Fourth Annual General Meeting which will be held at the same venue and on the same day at 9.00 a.m., whichever is earlier, or at any adjournment thereof

Venue of the EGM : Kinabalu Room 1, Level 2, Ming Garden Hotel & Residences, Lorong Ming Garden, Jalan Coastal, 88000 Kota Kinabalu, Sabah

Last date and time for lodging the Proxy Form

: Tuesday, 26 June 2018 at 10.00 a.m.

Shareholders are advised to refer to the Notice of EGM and the accompanying Proxy Form which are enclosed. The Proxy Form must be lodged with the Company’s Share Registrar at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur on or before the date and time indicated above or at any adjournment thereof. The lodging of the Proxy Form will not preclude you from attending and voting in person at the EGM should you subsequently decide to do so.

This Circular is dated 13 June 2018.






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i

DEFINITIONS

i

Except where the context otherwise requires, the following definitions shall apply throughout this circular:

Act : The Companies Act, 2016 AGM : Annual General Meeting Bertam or Company : Bertam Alliance Berhad (305530-A) Bertam Group or Group : Bertam and its subsidiaries, collectively Board : The Board of Directors of Bertam Bursa Securities : Bursa Malaysia Securities Berhad (635998-W) Cheras Lands : Two (2) parcels of freehold land held under Geran Mukim 563, Lot 809

and Geran Mukim 415, Lot 810, both located in Mukim Cheras, Daerah Hulu Langat, Negeri Selangor

Cheras Lands Disposal : Disposal of the Cheras Lands by MV Properties to Tujuan Optima for a

total cash consideration of RM128.00 million which was completed on 24 March 2017

Cheras Lands Proceeds : The proceeds of RM128.00 million arising from the Cheras Lands

Disposal Circular : This circular to the shareholders of Bertam dated 13 June 2018 in relation

to the Proposed Variation Circular for Cheras Lands Disposal

: Circular to shareholder issued by Bertam dated 28 September 2016 for Cheras Lands Disposal

Country Lease or CL : Lands with meaning as set out in the Land Ordinance (Sabah Cap.68), as amended from time to time including any re-enactment thereof

EGM : Extraordinary General Meeting FYE : Financial year ended GDP : Gross domestic product Gemencheh Lands : A piece of agriculture land held under HSD 16097, PT 7886, Mukim

Gemencheh, Daerah Tampin, Negeri Sembilan measuring with an area of 196.3 hectares (485.067 acres)

Gemencheh Lands Disposal

: Disposal of the Gemencheh Lands by Budaya Identiti Sdn Bhd, a wholly-owned subsidiary of Bertam, to PYL Agriculture Sdn Bhd for a total consideration of RM15.52 million

JV : Joint venture

ii

DEFINITIONS (CONT’D)

ii

JV Residential Project Development

: Proposed development plan to develop Lot A Lands into residential apartments, which has been submitted to the Majlis Daerah Penampang for approval on 27 December 2016

JV Commercial Project Development

: Proposed development plan to develop Lot B Lands and Lot C Lands into commercial development, which has been submitted to the Majlis Daerah Penampang for approval on 27 August 2016

Jumat : Jumat bin Laiyo Lot A Lands : Lands held under NT. 213038825 and 16 others, measuring 24.092 acres,

located off Jalan Pintas-Donggongon, Kepayan, District of Penampang Lot B Lands : Lands held under NT. 213021526 and 6 others, measuring 7.794 acres,

located off Jalan Pintas-Donggongon, Kepayan, District of Penampang Lot C2 Land : Land held under NT. 213206896, measuring 1.174 acres, located off

Jalan Pintas-Donggongon, Kepayan, District of Penampang Lot C5 Land : Lot C5(a) Land and Lot C5(b) Land collectively Lot C5(a) Land : Such parcel of land comprising 200,000/2,313,000 undivided share of

land held under NT. 213021973, measuring 0.200 acres, located off Jalan Pintas-Donggongon, Kepayan, District of Penampang

Lot C5(b) Land : Such parcel of land comprising 746,496/2,313,000 undivided share of

land held under NT. 213021973, measuring 0.747 acres, located off Jalan Pintas-Donggongon, Kepayan, District of Penampang

Lot C Lands : Lot C2 Land and Lot C5 Land collectively Lot G Land : CL. 215465802, measuring 1.709 acres, located at Kampung Kepayan,

District of Penampang, State of Sabah LPD : 25 May 2018, being the latest practicable date prior to the printing of this

Circular MOS : Memorandum of Sublease under the Land Ordinance (Sabah Cap.68) MV Properties : MV Properties Sdn Bhd (686589-T), an indirect wholly-owned

subsidiary of Bertam Native Title(s) or NT(s) : Lands with meaning as set out in the Land Ordinance (Sabah Cap.68), as

amended from time to time including any re-enactment thereof

OECD : Organization for Economic Cooperation and Development Proposed Acquisition : Proposed acquisition of Lot G Land by WLSB from Jumat for a total

cash consideration of RM16.30 million

iii


iii

Proposed Variation : Proposed variation to the utilisation of proceeds arising from the Cheras Lands Disposal which was completed on 24 March 2017

Proposed JV Ratification – Lot A Lands

: Proposed ratification on the JV between SHSB and Jumat for the proposed development of Lot A Lands into residential development, strictly conditional upon approval of the application for amalgamation, subdivision and conversion of the land titles in Lot A Lands from Native Titles into Country Lease titles and/or Town Lease lands

Proposed JV Ratification – Lot B Lands and Lot C Lands

: Proposed ratification on the JV between SASB and Rosalia for the proposed development of Lot B Lands and Lot C Lands into commercial development, strictly conditional upon approval of the application for amalgamation, subdivision and conversion of the land titles in Lot B Lands and Lot C Lands from Native Titles into Country Lease titles and/or Town Lease lands

Proposed JV Ratifications : Proposed JV Ratification – Lot A Lands and Proposed JV Ratification –

Lot B Lands and Lot C Lands, collectively Rosalia : Rosalia Anthony RM and sen : Ringgit Malaysia and sen, respectively SASB : Sunrise Avenue Sdn Bhd (225002-P), an indirect wholly-owned

subsidiary of Bertam SDC : Sabah Development Corridor SHAREDA : Sabah Housing and Real Estate Developers Association SHSB : Sepakat Heights Sdn Bhd (207609-U), an indirect wholly-owned

subsidiary of Bertam SICC : Sabah International Convention Centre SITC : Sabah International Technology Centre SPA : Sale and purchase agreement Town Lease : Lands with meaning as set out in the Land Ordinance (Sabah Cap.68), as

amended from time to time including any re-enactment thereof Tujuan Optima : Tujuan Optima Sdn Bhd (1126805-P) USD : United States dollars WLSB : Wow Land Sdn Bhd (1001293-W), an indirect wholly-owned subsidiary

of Bertam

All references to “our Company” in this Circular are to Bertam, references to “our Group” are to our Company and our subsidiaries, collectively, and references to “we”, “us”, “our” and “ourselves” are to our Company, and save where the context requires, shall include our subsidiaries.

iv


iv

All references to “you” in this Circular are to the shareholders of our Company.

Words incorporating the singular shall, where applicable, include the plural and vice versa. Words incorporating the masculine gender shall, where applicable, include the feminine and/or neuter genders and vice versa. Any reference to persons shall include a corporation, unless otherwise specified.

Any discrepancies in the tables included in this Circular between the amounts listed, actual figures and the totals thereof are due to rounding.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted.

All references to the time of day and date in this Circular are references to Malaysian time and date respectively.

[The remainder of this page has been intentionally left blank]

v

TABLE OF CONTENTS

v

PAGELETTER TO THE SHAREHOLDERS OF BERTAM IN RELATION TO THE PROPOSED VARIATION CONTAINING:

1. INTRODUCTION 1

2. DETAILS OF THE PROPOSED VARIATION 2

3. RATIONALE FOR THE PROPOSED VARIATION 4

4. ECONOMY AND PROSPECTS OVERVIEW 4

5. EFFECTS OF THE PROPOSED VARIATION 5

6. APPROVAL REQUIRED 6

7. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM

6

8. CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION

6

9. DIRECTORS’ STATEMENT AND RECOMMENDATION 6

10. EGM 6

11. FURTHER INFORMATION 7

APPENDIX

I. FURTHER INFORMATION 8

NOTICE OF EGM ENCLOSED

FORM OF PROXY ENCLOSED


1

1

(Company No.: 305530-A)(Incorporated in Malaysia)

Registered Office

Suite 10.03, Level 10The Gardens South Tower

Mid Valley City Lingkaran Syed Putra59200 Kuala Lumpur

13 June 2018

Board of Directors

Datuk Mohamed Arsad Bin Sehan (Chairman/ Senior Independent Non-Executive Director)Lim Nyuk Foh (Managing Director)Chiew Boon Chin (Executive Director)Lim Shaw Keong @ Alfred Lim (Independent Non-Executive Director)Koo Jenn Man (Non-Independent Non-Executive Director)

To: The Shareholders of Bertam

Dear Sir/Madam,

PROPOSED VARIATION

1. INTRODUCTION

On 9 January 2018, our Board announced that our Company wishes to undertake the Proposed Variation.

THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH THE RELEVANT INFORMATION ON THE PROPOSED VARIATION AND TO SEEK YOUR APPROVAL FOR THE RESOLUTION PERTAINING TO THE PROPOSED VARIATION TO BE TABLED AT THE FORTHCOMING EGM. THE NOTICE OFEGM TOGETHER WITH THE PROXY FORM ARE ENCLOSED IN THIS CIRCULAR.

YOU ARE ADVISED TO READ AND CAREFULLY CONSIDER THE CONTENTS OF THIS CIRCULAR BEFORE VOTING ON THE RESOLUTION TO GIVE EFFECT TO THE PROPOSED VARIATION AT THE FORTHCOMING EGM.


2

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2

3

3

Notes:

(1) As at the LPD, Bertam has utilised RM87.18 million for repayment of principal of RM80.96 million and interests of RM6.22 million. As at LPD, the total principal loan outstanding amounting to RM28.93 million comprises RM11.50 million and RM17.43 million due to OCBC Bank (Malaysia) Berhad and Public Bank Berhad respectively. The principal loan outstanding as at LPD excludes interest. Bertam will partially settle the outstanding loan of RM28.93 million via Cheras Lands Proceeds of RM14.36 million and the balance of RM14.57 million via internally generated funds.

Despite the Company has not utilised the Cheras Lands Proceeds based on the estimated timeframe as set out in its Circular for Cheras Lands Disposal, the Company has been promptly servicing its bank loans based on its loan schedules by way of partly utilising the Cheras Lands Proceeds and supplementing its loan repayments with internally-generated funds as well as proceeds from the Gemencheh Lands Disposal. For the avoidance of doubt, there has been no event of default since the Company has been servicing its loan promptly from the date of the EGM held on 14 October 2016 up to the LPD.

(2) As at LPD, Bertam has utilised approximately RM18.20 million for working capital for day-to-day operations to support its existing business operations. The Board of Bertam wishes to allocate additional RM7.26 million for working capital expenses within the stipulated 36 months from the date of EGM held on 14 October 2016.

The breakdown of utilised funds for working capital of RM18.20 million as follows:-

RM(in millions) Overdraft interest, commitment fees and bank charges 1.74 Hire purchase instalments 0.21 Salaries to employees and office expenses 12.97 Sales commission - Cheras Lands, Gemencheh Lands and others 3.28

18.20

The breakdown of the additional RM7.26 million to be allocated for working capital expenses are as follows:-

RM(in millions) Hire purchase instalments 0.27 Salaries to employees and office expenses 5.71 Sales commission for property units 0.07 Preliminary expenses for property development projects(2A) 1.21

7.26

(2A) The property development projects that the Group are currently involved are: (a) JV Residential Project Development on Lot A Lands; (b) JV Commercial Project Development on Lot B Lands and Lot C Lands; and (c) Idaman Residence on Lot G Land.

Lot A Lands, Lot B Lands, Lot C Lands and Lot G Land are all adjacent lands to each other, thus the abovementioned projects shall give rise to a catchment area of approximately 35.72 acres, comprising of residential and commercial sections. The lands are located strategically within a rapid growth commercial hub of Kota Kinabalu and Penampang, close to Kota Kinabalu International Airport and Donggongon, the Greater Kota Kinabalu, and are easily accessible via major highways.

At the moment, SHSB is in the process of applying for approval for the proposed development plans to be undertaken on Lot A Lands. SASB is applying for the same for Lot B Lands and Lot C Lands. The approval for development plan of Lot G Land has been obtained on 14 May 2015 and revalidated on 26 March 2018. Moving forward, the Group shall apply for revalidation on building plan and approval on housing developers license from the relevant authorities to commence construction on Lot G Land.

4

4

Pending utilisation of the funds allocated for the above purposes, the funds are currently placed in money market deposit accounts with financial institutions, earning an interest rate between 2.95% to 3.50% per annum. The interest income derived from the fixed deposits placed with the financial institutions and money market will be either used as additional working capital or repayment of bank borrowings based on the Board’s discretion.

3. RATIONALE FOR THE PROPOSED VARIATION

The Proposed Variation provides for additional working capital to support existing business operations of our Group and expansion of its property development projects in Kota Kinabalu, Sabah. The Group is currently pursuing three property development projects, namely the JV Residential Project Development on Lot A Lands, the JV Commercial Project Development on Lot B Lands and Lot C Lands and a proposed residential development known as the Idaman Residence on Lot G Land.

The Proposed Variation is necessary to provide working capital to the Group’s pipeline projects as the typical property development project has a gestation period between two (2) to four (4) years before it can generate cash flow. Given the nature of the property development business, a higher level of working capital is usually required in the early stages of any property development project as it involves infrastructure costs such as earthworks, road, sewerage and drainage systems, electricity and water supply as well as landscaping works. Bertam will seek separate shareholders’ ratification for the JVs concerning Lot A Lands, Lot B Lands and Lot C Lands, as well as shareholders’ approval on the Proposed Acquisition of Lot G Land.

The Proposed Variation will enable Bertam Group to exploit the anticipated favourable Sabah property market condition, which is set out in Section 4 of this Circular, and to undertake profitable projects without any disruption in funding shortage. Barring any unforeseen circumstances, Bertam Group is confident that the allocation for additional working capital from the Cheras Lands Proceeds shall be able to strengthen the Group’s financial position moving forward.

4. ECONOMY AND PROSPECTS OVERVIEW

4.1 Overview of the Sabah economy

The launching of the Tanjung Aru Eco-Development, the expected completion in 2018 of the SICC and SITC augur well for the tourism sector. Tourism in Sabah has grown with arrivals in 2017 reaching 3.43 million visitors, the highest ever recorded in Sabah.

The upgrading of Sapangar Bay Container Port, the Air Freight and Aviation Masterplan Study, the Sabah Animation and Creative Centre, the Sabah Agro-Industrial Precinct as well as implementation of the Pan Borneo Highway will set the transformation agenda. Sabah is set to be one of the preferred destinations for investment in business, culture and nature in the East Asian region. The Pan Borneo Highway will enhance connectivity between the various economic clusters under SDC and the SDC Blueprint v.2.0 will identify new economic clusters and zones made possible by this development.

5

5

The OECD has forecasted the global economy to grow 3.6% in 2018, the fastest in six years. In line with the expected global economic recovery, Malaysia’s first quarter GDP growth in 2017 had rebounded strongly to 5.6%.

Sabah is expected to maintain a stronger GDP growth rate of at least between 5% and 5.5%, as the world economy and commodity prices recover. This in turn will spur export sectors, especially the petrochemical and palm oil industries. The state’s economy is expected to continue benefitting from the services sub-sectors, especially tourism, construction and logistics. Incidence of poverty in Sabah is on a downward trend. The 4% poverty incidence recorded in 2014 has continued to decline to 2.9% in 2016.

(Source: Opening remarks by Y.A.B. Tan Sri Datuk Seri Panglima Musa HJ. Aman, Sabah Chief Minister and Chairman of Sabah Economic Development and Investment Authorityat the 25th Members of Authority Meeting, 12 December 2017)

4.2 Overview of the overall property industry in Sabah

It is expected that the market for 2018 would remain stagnant and be anticipated to recover in second half of 2018 due to the following factors:

(i) The world’s highest petroleum price is at USD55 per barrel and palm oil at RM2,700 per tonne;

(ii) Ringgit Malaysia strengthened in the first quarter of 2018 and has appreciated below RM4 – USD1;

(iii) With the recent Budget 2018 announcement, it is expected that the federal government would pump in more infrastructure fund into Sabah, resulting in higher GDP growth. Furthermore, tax incentives and other subsidies to the bottom 40% and middle 40% income groups would encourage healthier market sentiment;

(iv) Government may introduce innovative policies such as the step-up financing scheme and other measures to boost the effective demand for affordable property;

(v) With regards to the retail commercial and shopping mall and luxury property development aspect, SHAREDA is expecting to see a reduction of launches in the market due to stringent Banking Financing Policy; and

(vi) The 14th general election that would be held no later than the first half of the year of 2018 would restore the various uncertainties and secure the positive market confidence and sentiment in the second half of the year.

(Source: SHAREDA 2017 Property Development Annual Report & Market Outlook 2018, SHAREDA)

5. EFFECTS OF THE PROPOSED VARIATION

The Proposed Variation will not have any effect on the share capital and the substantial shareholders’ shareholdings of the Company, nor will it have any immediate effect on Bertam Group’s earnings and net assets. However, the Proposed Variation is expected to contribute positively to the future earnings of the Bertam Group due to its facilitating the Group’s expansion into property development projects in Kota Kinabalu, Sabah.

6

6

As per the Circular for Cheras Lands Disposal, the full repayment of loans and borrowings of RM110.00 million would have resulted in zero gearing for the Group.

As at 31 December 2017, the Group’s loans and borrowings stood at RM50.32 million, which translates into gearing ratio of approximately 0.24 times. The gearing ratio of the Group will reduce to 0.07 times, upon utilisation of RM101.55 million for repayment of loans and borrowings.

6. APPROVAL REQUIRED

The Proposed Variation is subject to the approval of the shareholders of the Company at a forthcoming EGM to be convened.

7. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM

None of the Directors and/or major shareholders of Bertam and/or persons connected to them have any interests, whether direct or indirect, in the Proposed Variation.

8. CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION

The Board is not aware of any other outstanding corporate proposal which has been announced but pending implementation or completion as at the LPD, save for the Proposed JV Ratifications and Proposed Acquisition. The Proposed Variation is not conditional or inter-conditional on any other corporate proposals of Bertam.

9. DIRECTORS’ STATEMENT AND RECOMMENDATION

Our Board after having considered all aspects of the Proposed Variation, including the rationale and effects of the Proposed Variation, and after careful deliberation, is of the opinion that the Proposed Variation is in the best interest of our Company.

Accordingly, our Board recommends that you vote in favour of the ordinary resolution pertaining to the Proposed Variation to be tabled at the forthcoming EGM of our Company.

10. EGM

We will hold an EGM, the notice of which is enclosed with this Circular at Kinabalu Room 1, Level 2, Ming Garden Hotel & Residences, Lorong Ming Garden, Jalan Coastal, 88000 Kota Kinabalu, Sabah on Thursday, 28 June 2018 at 10.00 a.m., or immediately after the conclusion or the adjournment (as the case may be) of our Twenty-Fourth AGM which will be held at the same venue and on the same day at 9.00 a.m., whichever is earlier, or at any adjournment thereof, for the purpose of considering and, if thought fit, passing with or without modification, the resolution to give effect to the Proposed Variation.

7

7

If you are unable to attend, speak and vote in person at the EGM, you are requested to complete, sign and return the enclosed Proxy Form in accordance with the instructions contained therein, to be deposited at the Company’s Share Registrar at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur not later than 48 hours before the time for holding the EGM. The lodging of the Proxy Form shall not preclude you from attending, speaking and voting in person at the EGM should you subsequently wish to do so.

11. FURTHER INFORMATION

You are advised to refer to the attached appendix for further information.

Yours faithfully, For and on behalf of the Board BERTAM ALLIANCE BERHAD

DATUK MOHAMED ARSAD BIN SEHAN Chairman / Senior Independent Non-Executive Director

8

APPENDIX

FURTHER INFORMATION

8

1. DIRECTORS' RESPONSIBILITY STATEMENT

This Circular has been seen and approved by our Board, and they collectively and individually, accept full responsibility for the accuracy of the information contained herein and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no false or misleading statements or information contained in this Circular, or other facts and information the omission of which would make any statements in this Circular false or misleading.

2. MATERIAL CONTRACTS

Save as disclosed below, neither the Company nor its subsidiaries has entered into any material contracts (not being contracts entered into in the ordinary course of business of the Group) within two (2) years preceding the LPD:-

(i) Two (2) MOS dated 25 October 2016 between SASB and Rosalia whereby Rosalia grants an irrevocable option to SASB to purchase Lot C2 Land and Lot C5(a) Land and SASB shall be deemed to have exercised the option to purchase Lot C2 Land and Lot C5(a) Land immediately upon approval for the conversion/exchange of Lot C2 Land and Lot C5(a) Land into the converted titles thereto has been obtained subject to the relevant laws and other terms and conditions for a total consideration of approximately RM5.88 million, which shall be the total sublease rental payments received by Rosalia pursuant to the two (2) MOS for Lot C2 Land and Lot C5(a) Land;

(ii) MOS dated 7 September 2017 between SASB and Rosalia whereby Rosalia grants an irrevocable option to SASB to purchase Lot C5(b) Land and SASB shall be deemed to have exercised the option to purchase Lot C5(b) Land immediately upon approval for the conversion/exchange of Lot C5 (b) Land into the converted titles thereto has been obtained subject to the relevant laws and other terms and conditions for a total consideration of approximately RM3.18 million, which shall be the total sublease rental payments received by Rosalia pursuant to the MOS for Lot C5(b) Land;

(iii) SPA dated 5 July 2016 and supplemental agreement dated 16 January 2017 made between MV Properties and Tujuan Optima in relation to the Cheras Lands Disposal for a total cash consideration of RM128.00 million, which was completed on 24 March 2017; and

(iv) SPA dated 15 December 2017 between WLSB and Jumat in relation to the Proposed Acquisition for a total cash consideration of RM16.30 million. As at LPD, the SPA is pending completion.

3. MATERIAL COMMITMENTS AND CONTINGENT LIABILITIES

Material commitments

Save as disclosed below, there is no material commitment incurred or known to be incurred as at the LPD which upon becoming enforceable, may have a material impact on the results or financial position of the Bertam Group.

RM’000Amount contracted but not provided for in relation to the Proposed Acquisition 13,170

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Contingent liabilities

Save as disclosed below, there is no other contingent liabilities incurred or known to be incurred by the Bertam Group as at LPD which upon becoming due or enforceable may have material impact on the results or financial position of the Bertam Group:-

Unsecured RM’000

Corporate guarantee given to financial institutions for banking facilities granted to subsidiary companies 55,000

4. MATERIAL LITIGATION, CLAIMS OR ARBITRATION

Save as disclosed below, as at the LPD, neither the Company nor any of its subsidiary companies are engaged in any material litigation, claims or arbitration either as plaintiff or defendant, which has a material effect on the financial position of the Group and the Board is not aware of any proceedings pending or threatened, or of any facts likely to give rise to any proceedings, which might materially and adversely affect the business or financial position of the Group.

High Court of Malaya at Kuala Lumpur Winding Up Petition No. WA-28NCC-518-08/2017R&C Cergas Teguh Sdn Bhd (“RCT” or “Petitioner”) vs Bertam Development Sdn Bhd (“BDSB” or “Respondent”)

In the Appeal Court of MalaysiaAppeal Civil Suit No. W-02(C)(A)-1277-0/2017BDSB ("Appellant") vs RCT ("Respondent")

On 20 December 2017, the solicitors acting for the Petitioner served a sealed copy of the Winding Up by Court dated 30 November 2017 and Sealed Allocator dated 19 December 2017 (“Winding-up Order”) against BDSB, which is a major subsidiary of Bertam.

The particulars of the Winding-up Order are as follows:-

(i) That BDSB will be wound by the High Court of Malaya at Kuala Lumpur under the provisions of the Act;

(ii) That the official receiver be appointed as liquidator of BDSB; and

(iii) Cost of RM5,000.00 payable to the allocator.

The circumstances leading to the Winding-up Order against BDSB was due to default of outstanding payment of RM4,568,203.47 as at 25 July 2017 and continuing interest at the rate of 7.65% per annum on RM4,111,267.73 from 26 July 2017 until full and final realisation of the total sum due and owing to RCT for payments claims on construction work.

The Company has filed in the Court of Appeal on 10 July 2017 to appeal against the adjudicator decision dated 19 February 2017 and currently awaiting its decision.

On 24 January 2018, BDSB received a letter from its solicitors informing that BDSB has filed an appeal for the winding-up petition to the Court of Appeal for setting aside the winding up on the grounds of abuse of process which appeal is pending.

The appeal on jurisdictional objection to the adjudicator’s order under Court of Appeal was given due consideration by the Federal Court of Malaysia. Following the hearing on 30 March 2018, the Court has fixed the case for continued hearing and/or decision on 23 April 2018.

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On 26 April 2018, BDSB received a letter from its solicitors informing that the Court has fixed for continued hearing and/or decision on 21 May 2018. Directions were given to parties to look into the possibility of settlement before a decision is made by the Court.

Subsequently, on 8 May 2018, BDSB had made a payment of RM4,670,165.26 via bank draft to RCT, being the full and final settlement of the sum due for payments claims on construction work. Further to the above settlement, the parties shall enter a consent judgement on 21 May 2018 and the hearing fixed on 21 May 2018 to be withdrawn without order as to cost.

On 21 May 2018, BDSB received a letter from its solicitors informing that the appeal for the winding-up petition has been withdrawn in the Court of Appeal pursuant to the full settlement of BDSB’s debts with RCT. In light of the above, BDSB’s solicitors shall apply to the Court pursuant to Section 493 of the Act to terminate the Winding-up Order granted on 30 November 2017 against BDSB.

5. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the registered office of our Company at Suite 10.03, Level 10, The Gardens South Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia, during normal business hours between Monday to Friday (except public holidays) from the date of this Circular up to the time set for holding the EGM:

(i) Our Company's Constitution or Memorandum & Articles of Association;

(ii) Audited consolidated financial statements of Bertam Group for the past two (2) FYE 31 December 2016 and 31 December 2017 respectively;

(iii) Material contracts referred to in Section 2 of this Appendix; and

(iv) The relevant cause papers in respect of the Material Litigation set out in Section 4 of this Appendix.




NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting (“EGM”) of Bertam Alliance Berhad (“Bertam” or the “Company”) will be held at Kinabalu Room 1, Level 2, Ming Garden Hotel & Residences, Lorong Ming Garden, Jalan Coastal, 88000 Kota Kinabalu, Sabah on Thursday, 28 June 2018 at 10.00 a.m., or immediately after the conclusion or the adjournment (as the case may be) of our Twenty-Fourth Annual General Meeting which will be held at the same venue and on the same day at 9.00 a.m., whichever is earlier, or at any adjournment thereof, for the purpose of considering and, if thought fit, passing with or without modification the following resolution:

ORDINARY RESOLUTION

PROPOSED VARIATION TO THE UTILISATION OF PROCEEDS ARISING FROM THE DISPOSAL OF TWO (2) PARCELS OF FREEHOLD LAND HELD UNDER GERAN MUKIM 563, LOT 809 AND GERAN MUKIM 415, LOT 810, BOTH LOCATED IN MUKIM CHERAS, DAERAH HULU LANGAT, NEGERI SELANGOR BY MV PROPERTIES SDN BHD, AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF BERTAM ALLIANCE BERHAD, TO TUJUAN OPTIMA SDN BHD ("CHERAS LANDS PROCEEDS") WHICH WAS COMPLETED ON 24 MARCH 2017 ("PROPOSED VARIATION")

"THAT approval be and is hereby granted to Bertam to vary the utilisation of Cheras Lands Proceeds in the manner set out in Section 2 of this circular to shareholders of Bertam dated 13 June 2018.

AND THAT the Board be and are hereby authorised to take all steps and to enter into all deeds, agreements, arrangements, undertakings, transfers and indemnities as they may deem fit, necessary, expedient and/or appropriate in order to implement, finalise and give full effect to the Proposed Variation with full powers to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or permitted by any relevant authorities and to deal with all matters relating thereto and to take all such steps in any manner as they may deem necessary or expedient in the best interest of the Company."

By Order of the Board BERTAM ALLIANCE BERHAD

TAN TONG LANG (MAICSA 7045482) THIEN LEE MEE (LS 0009760) Company Secretaries

Date: 13 June 2018 Kuala Lumpur

Notes:

1. For the purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. to make available to the Company, a Record of Depositors as at 22 June 2018. Only a member whose name appears on this Record of Depositors shall be entitled to attend this meeting or appoint a proxy to attend, speak or vote on his/her behalf.

2. A member entitled to attend and vote at this meeting is entitled to appoint proxy/proxies to attend, speak and vote in his stead. A proxy may but need not be a member of the Company.

3. A member may appoint not more than two (2) proxies to attend the same meeting. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holding(s) to be represented by each proxy.

4. Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories) Act, 1991, it may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.

5. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

6. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

7. The instrument appointing a proxy and the power of attorney or other authority, if any under which it is signed or a notarially certified copy of that power of authority, shall be deposited at the Company’s Share Registrar at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.

8. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all the resolution set out in this Notice will be put to vote by poll.

Personal data privacy:-

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM, a member of the Company (i) consents to the collection, use and disclosure of the member's personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the EGM and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM, and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.


FORM OF PROXY No. of Shares held CDS Account No. Telephone no. during office hours

I/ We ___________________________________ *NRIC No./ Passport No./ Company No. (FULL NAME IN BLOCK CAPITAL)

of___________________________________________________________________________________________________

(FULL ADDRESS) being *a member / members of BERTAM ALLIANCE BERHAD (305530-A) hereby appoint

___________________________________________________ *NRIC No./ Passport No. (FULL NAME IN BLOCK CAPITAL)

of____________________________________________________________________________________________________

(FULL ADDRESS) or failing *him/ her *NRIC No./ Passport No.__________________

(FULL NAME IN BLOCK CAPITAL) of____________________________________________________________________________________________________

(FULL ADDRESS) or failing *him/her the Chairman of the Meeting as *my/our proxy/proxies to attend, speak and vote for *me/us on *my/our behalf at the Extraordinary General Meeting of the Company which is scheduled to be held at Kinabalu Room 1, Level 2, Ming Garden Hotel & Residences, Lorong Ming Garden, Jalan Coastal, 88000 Kota Kinabalu, Sabah on Thursday, 28 June 2018 at 10.00 a.m., or immediately after the conclusion or the adjournment (as the case may be) of our Twenty-Fourth Annual General Meeting which will be held at the same venue and on the same day at 9.00 a.m., whichever is earlier, or at any adjournment thereof, .

*My/our proxy is to vote as indicated below:-

RESOLUTIONS FOR AGAINST ORDINARY RESOLUTION – PROPOSED VARIATION

Please mark with " X " in either box if you wish to direct the proxy how to vote. If no mark is made, the proxy may vote on the resolution or abstain from voting as the proxy thinks fit.

* Strike out whichever is not desired

Signature of Shareholder(s)/ Common SealDate:

For appointment of two (2) proxies, the percentage of shareholdings to be represented by the proxies are as below:

No. of Shares PercentageProxy 1 % Proxy 2 % Total 100%

Notes:1. For the purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia

Depository Sdn. Bhd. to make available to the Company, a Record of Depositors as at 22 June 2018. Only a Member whose name appears on this Record of Depositors shall be entitled to attend this meeting or appoint a proxy to attend, speak or vote on his/her behalf.

2. A member entitled to attend and vote at this meeting is entitled to appoint proxy/proxies to attend, speak and vote in his stead. A proxy may but need not be a member of the Company.

3. A member may appoint not more than two (2) proxies to attend the same meeting. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holding(s) to be represented by each proxy.

4. Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories) Act, 1991, it may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.

5. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account (“omnibus account”), there is no limit to the number of proxies which the exemptauthorised nominee may appoint in respect of each omnibus account it holds.

6. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

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7. The instrument appointing a proxy and the power of attorney or other authority, if any under which it is signed or a notarially certified copy of that power of authority, shall be deposited at the Company’s Share Registrar at Unit 32-01, Level 32, Tower A,Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, not less than forty-eight (48) hoursbefore the time for holding the meeting or any adjournment thereof.

8. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all the resolutionset out in this Notice will be put to vote by poll.

Personal Data Privacy:- By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of EGM dated 13 June 2018.

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The Share Registrar BERTAM ALLIANCE BERHAD (305530-A)

Unit 32-01, Level 32, Tower A, Vertical Business Suite,

Avenue 3, Bangsar South,No. 8, Jalan Kerinchi,59200 Kuala Lumpur

AFFIX STAMP

AFFIXSTAMP

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Documents

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