Principal Adviser - ChartNexusir.chartnexus.com/bertamalliance/website_HTML/attachments/... · this circular is important and requires your immediate attention. If you are in any

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 under the Companies Act, 1965)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO THE

PROPOSED 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 FOR A TOTAL CASH CONSIDERATION OF RM128.00 MILLION

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Principal Adviser

RHB Investment Bank Berhad (Company No. 19663-P)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The Notice of the Extraordinary General Meeting ("EGM") of Bertam Alliance Berhad (“Bertam”), which is scheduled to be held at Kinabalu Room 3, Ming Garden Hotel & Residences, Lorong Ming Garden, Jalan Coastal, 88000 Kota Kinabalu, Sabah on Friday, 14 October 2016 at 9.00 a.m., together with the Form of Proxy are enclosed herein.

A member entitled to attend, speak and vote at the EGM is entitled to appoint a proxy or proxies to attend, speak and vote on his/her behalf. In such event, the Form of Proxy should be lodged at Bertam‟s registered office at Lot 4.100, Tingkat 4, Wisma Central, Jalan Ampang, 50450 Kuala Lumpur, not less than forty-eight (48) hours before the time stipulated for holding the EGM as indicated below. The lodging of the Form of Proxy does not preclude you from attending, speaking and voting in person at the EGM, should you subsequently wish to do so.

Last date and time for lodging the Form of Proxy : Wednesday, 12 October 2016 at 9.00 a.m.

Date and time of the EGM : Friday, 14 October 2016 at 9.00 a.m.

This Circular is dated 28 September 2016






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DEFINITIONS

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

Act : The Companies Act, 1965

Bertam or the Company : Bertam Alliance Berhad (305530-A)

Bertam Group or the Group

: Bertam and its subsidiaries, collectively

Bertam Share(s) or Share(s)

: Ordinary share(s) of RM1.00 each in Bertam

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

Circular : This circular to the shareholders of Bertam dated 28 September 2016 in relation to the Proposed Disposal

Disposal Consideration : The disposal consideration of RM128.00 million for the Proposed Disposal to be satisfied entirely via cash

EGM : Extraordinary General Meeting

EPS : Earnings per Share

FYE : Financial year ended

Land 1 : Freehold land held under title number Geran Mukim 563, Lot 809 Mukim Cheras, Daerah Hulu Langat, Negeri Selangor

Land 2 : Freehold land held under title number Geran Mukim 415, Lot 810 Mukim Cheras, Daerah Hulu Langat, Negeri Selangor

Listing Requirements : Main Market Listing Requirements of Bursa Securities

LPD : 26 September 2016, being the latest practicable date prior to the printing and despatch of this Circular

MV Properties or the Vendor

: MV Properties Sdn Bhd (686589-T), an indirect wholly-owned subsidiary of Bertam

NA : Net assets

NBV : Net book value

NTL or the Valuer : Nawawi Tie Leung Property Consultants Sdn Bhd (579078-V) (formerly known as DTZ Nawawi Tie Leung Property Consultants Sdn Bhd), anindependent firm of registered valuers, appointed by the Company for the valuation of the Cheras Lands

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DEFINITIONS (CONT'D)

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PAT : Profit after tax

Proposed Disposal : Proposed disposal of the Cheras Lands by MV Properties to Tujuan Optima for a total cash consideration of RM128.00 million

RHB Investment Bankor the Principal Adviser

: RHB Investment Bank Berhad (19663-P), being the Principal Adviser for the Proposed Disposal

RM and sen : Ringgit Malaysia and sen, respectively

RPGT : Real Property Gains Tax

SPA : The conditional sale and purchase agreement dated 5 July 2016 entered into between MV Properties and the Purchaser for the Proposed Disposal

Tujuan Optima or the Purchaser

: Tujuan Optima Sdn Bhd (1126805-P)

Valuation Certificate : Valuation certificate on the Cheras Lands dated 28 July 2016 prepared by NTL

Valuation Report : Valuation report on the Cheras Lands dated 28 July 2016 prepared by NTL

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 figuresand 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. Any reference to time of day and date in this Circular is a reference to Malaysian time and date respectively.

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

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TABLE OF CONTENTS

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

1. INTRODUCTION 1

2. DETAILS OF THE PROPOSED DISPOSAL 2

3. RATIONALE AND JUSTIFICATION FOR THE PROPOSED DISPOSAL 8

4. RISK FACTORS 9

5. EFFECTS OF THE PROPOSED DISPOSAL 10

6. APPROVALS REQUIRED 11

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

11

8. ESTIMATED TIME FRAME FOR COMPLETION AND TENTATIVE TIMETABLE FOR IMPLEMENTATION

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9. CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION 12

10. DIRECTORS' RECOMMENDATION 12

11. EGM 12

12. FURTHER INFORMATION 13

APPENDICES

I. VALUATION CERTIFICATE ON THE CHERAS LANDS 14

II. FURTHER INFORMATION 20

NOTICE OF EGM ENCLOSED

FORM OF PROXY ENCLOSED

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Registered Office

Lot 4.100, Tingkat 4 Wisma Central Jalan Ampang

50450 Kuala Lumpur

28 September 2016

Board of Directors

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

To: The shareholders of Bertam

Dear Sir/Madam,


1. INTRODUCTION

On 5 July 2016, the Company announced that MV Properties had on even date entered into the SPA for the proposed disposal by MV Properties of the Cheras Lands, to the Purchaser for a total cash consideration of RM128.00 million.

On 29 July 2016, RHB Investment Bank had, on behalf of the Board, announced that pursuant to Chapter 10.04(3)(a) of the Listing Requirements, the Valuation Report has been submitted to Bursa Securities on even date. The salient details of the Valuation Report and the valuation method are set out in Sections 2.3 and 2.4 and Appendix I of this Circular.

On 21 September 2016, RHB Investment Bank had, on behalf of the Board, announced that MV Properties and Tujuan Optima had mutually agreed to extend the conditional period to fulfil the Condition Precedent (as defined herein) in the SPA from 3 October 2016 to 2 November 2016.

THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE THE SHAREHOLDERS OF BERTAM WITH THE DETAILS OF THE PROPOSED DISPOSAL AND TO SEEK THE APPROVAL FROM THE SHAREHOLDERS OF BERTAM FOR THE ORDINARY RESOLUTION PERTAINING TO THE PROPOSED DISPOSAL WHICH WILL BE TABLED AT THE FORTHCOMING EGM. THE NOTICE OF EGM AND THE FORM OF PROXY ARE ENCLOSED WITH THIS CIRCULAR.

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Registered Office

Lot 4.100, Tingkat 4 Wisma Central Jalan Ampang

50450 Kuala Lumpur

28 September 2016

Board of Directors

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

To: The shareholders of Bertam

Dear Sir/Madam,


1. INTRODUCTION

On 5 July 2016, the Company announced that MV Properties had on even date entered into the SPA for the proposed disposal by MV Properties of the Cheras Lands, to the Purchaser for a total cash consideration of RM128.00 million.

On 29 July 2016, RHB Investment Bank had, on behalf of the Board, announced that pursuant to Chapter 10.04(3)(a) of the Listing Requirements, the Valuation Report has been submitted to Bursa Securities on even date. The salient details of the Valuation Report and the valuation method are set out in Sections 2.3 and 2.4 and Appendix I of this Circular.

On 21 September 2016, RHB Investment Bank had, on behalf of the Board, announced that MV Properties and Tujuan Optima had mutually agreed to extend the conditional period to fulfil the Condition Precedent (as defined herein) in the SPA from 3 October 2016 to 2 November 2016.

THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE THE SHAREHOLDERS OF BERTAM WITH THE DETAILS OF THE PROPOSED DISPOSAL AND TO SEEK THE APPROVAL FROM THE SHAREHOLDERS OF BERTAM FOR THE ORDINARY RESOLUTION PERTAINING TO THE PROPOSED DISPOSAL WHICH WILL BE TABLED AT THE FORTHCOMING EGM. THE NOTICE OF EGM AND THE FORM OF PROXY ARE ENCLOSED WITH THIS CIRCULAR.

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SHAREHOLDERS OF BERTAM ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDICES CONTAINED HEREIN BEFORE VOTING ON THE ORDINARY RESOLUTION PERTAINING TO THE PROPOSED DISPOSAL.

2. DETAILS OF THE PROPOSED DISPOSAL

2.1 Salient terms of the SPA

The salient terms of the SPA in relation to the Proposed Disposal include, amongst others, the following:

(a) The Proposed Disposal is subject to the approval of the shareholders of Bertam at a general meeting to be obtained within ninety (90) days from the date of the SPA or such extended period as the Vendor and the Purchaser may mutually agree in writing (“Condition Precedent”), failing which the SPA shall lapse and be of no further effect, and the Vendor shall refund the earnest deposit free of interest(1)(2), to the Purchaser within two (2) business days from the expiry of the conditional period.

Notes:

(1) A total of RM2.56 million (being the earnest deposit), representing two percent (2%) of the total Disposal Consideration has been paid on 15 June 2016 by Tujuan Optima to MV Properties, prior to the execution of the SPA.

(2) A total of RM10.24 million (being the RPGT sum and the balance deposit), representing eight percent (8%) of the total Disposal Consideration has been paid on 5 July 2016 upon the execution of the SPA by Tujuan Optima to the Vendor’s solicitors to hold as stakeholders in accordance with the provisions of the SPA.

(b) The Cheras Lands are being sold at the Disposal Consideration, free from all charges, debentures, liens, caveats, prohibitory orders and any other encumbrances of whatsoever nature and with vacant possession but subject to all conditions in the titles to the Cheras Lands upon the terms and conditions therein contained in the SPA.

(c) The Disposal Consideration shall be paid or caused to be paid by the Purchaser in the following manner:

(i) prior to the execution of the SPA, a sum of RM2.56 million has been paid to the Vendor as earnest deposit;

(ii) upon the execution of the SPA, the Purchaser shall pay:

(1) the RPGT sum of RM3.84 million to the Vendor‟s solicitors to deal with the same in accordance with the Real Property Gains Tax Act 1976 and the provisions of the SPA; and

(2) the sum of RM6.40 million, being the balance deposit, to the Vendor‟s solicitors to hold and deal with the same as stakeholder in accordance with the provisions of the SPA.

(iii) the sum of RM115.20 million, being the balance purchase price, to be paid by the Purchaser to the Vendor‟s solicitors within ninety (90) days from the date the Condition Precedent is fulfilled.

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(d) The vacant possession of the Cheras Lands shall be delivered to the Purchaser within three (3) business days of the Vendor‟s solicitors receipt of the full Disposal Consideration (“Delivery Period”). In the event that the Vendor shall neglect, refuse or fail to deliver vacant possession of the Cheras Lands to the Purchaser within the Delivery Period, the Vendor shall pay to the Purchaser the agreed liquidated damages at the rate of eight per centum (8%) per annum of the Disposal Consideration calculated on a daily basis from the date next following the expiry of the Delivery Period until the date of actual delivery of vacant possession of the Cheras Lands to the Purchaser.

(e) Upon the execution of the SPA, the Vendor shall grant and execute a separate power of attorney appointing the Purchaser to be its lawful attorney with powers in relation to submissions to the relevant authorities for the Purchaser‟s proposed development of the Cheras Lands.

2.1.1 Salient terms of the Power of Attorney (“PA”)

The salient terms of the PA include, amongst others, the following:

(a) The PA was granted by the Vendor to the Purchaser in consideration of the Purchaser entering into the SPA.

(b) The Purchaser has the power to act on behalf of the Vendor to generally do and execute all or any acts and deed and things at the Purchaser‟s sole cost and expense, including to (1) submit all documents, letters, notices and applications to the relevant authorities, (2) to appear before any or all the relevant authorities, and (3) to liaise with the relevant authorities, in all matters relating to the Purchaser‟s proposed development of the Cheras Lands, and to register the PA at the registry of the High Court of Malaya and other necessary or desirable books or registers.

(c) The Purchaser agrees that the Vendor shall not be held responsible or liable for any loss or damage howsoever and whatsoever arising as a result of any default, neglect, omission or negligence of the Purchaser in the exercise of its power under the PA and the Purchaser shall keep the Vendor indemnified against all costs, claims, expenses, liabilities and charges which the Vendor may incur as a result of any default, neglect, omission or negligence of the Purchaser in the exercise of its power under the PA.

2.2 Basis and justification of arriving at the Disposal Consideration

The Disposal Consideration for the Cheras Lands was arrived at on a „willing buyer-willing seller‟ basis after taking into consideration the following:

(a) the audited NBV(1) of the Cheras Lands of RM42.95 million; and

(b) the market valuation on the Cheras Lands which was carried out by NTL. The Valuer had vide its Valuation Report assessed the market value on „a willing buyer and a willing seller in an arm‟s length transaction‟ basis of the Cheras Lands at RM127.48 million using the comparison method of valuation (“Comparison Method”).

Note:

(1) Based on the audited NBV of the Cheras Lands for the FYE 31 December 2015.

Please refer to Appendix I of this Circular for the Valuation Certificate for further information.

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2.3 Method of valuation for the Cheras Lands

In arriving at the opinion of the market value of RM127.48 million on the Cheras Lands, NTL had appraised the Cheras Lands in its Valuation Report using the Comparison Method. The Comparison Method is the market approach of comparing the subject property with other similar properties that were either transacted recently or listed for sale within the samelocation or other comparable localities. In comparing properties, due consideration is given to factors such as location, shape, size, condition, specifications, title particulars and other relevant factors to arrive at their opinion of value.

The Valuer had only relied upon one (1) method of valuation namely, the Comparison Method of valuation as the Residual Method of valuation is not feasible in undertaking the valuation of the Cheras Lands. This is in view of the absence of any development details and if the Residual Method of valuation is being adopted, the said valuation may involve assumptions on development details that do not meet specifications of planning guidelines set out by the local authority. Therefore in arriving at the market value of the Cheras Lands, the Valuer has adopted the Comparison Method of valuation as the only method of their valuation.

2.4 Description of the Cheras Lands

The Cheras Lands comprise of two (2) parcels of freehold land held under title number Geran Mukim 563, Lot 809 and Geran Mukim 415, Lot 810, both located in Mukim Cheras, Daerah Hulu Langat, Negeri Selangor, measuring approximately 36,928 square metres and 11,002 square metres, respectively. Land 1 and Land 2 were acquired solely for investment purposes on 24 March 2011 and 24 August 2011 respectively, and are currently vacant.

The Cheras Lands are held under separate titles and are not subject to any restriction-in-interest. Land 1 is almost rectangular in shape and is categorised as building land. Land 2 is rectangular in shape and is categorised as agriculture land and is subject to the express condition of rubber plantation.

The map below illustrates the approximate location of the Cheras Lands:

The Cheras Lands are located at Batu 9, Cheras, within a precinct of mixed development comprising of residential, retail and commercial properties. The Cheras Lands are located approximately 11 kilometres to the south-east of the Kuala Lumpur city centre and is easily accessible from Kuala Lumpur city centre via Lebuhraya Cheras-Kajang.

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The proposed freehold mixed development of You City encompassing a total area of 20.6 acres is situated to the immediate south of the Cheras Lands. Neighbouring established housing schemes sited in Batu 9, Cheras include Taman Suntex, Taman Sri Mujur and Taman Sri Emas.

The Cheras Lands are located within a close vicinity to amenities such as The Challenger Sports Centre, Challenger Badminton Academy and Sekolah Kebangsaan Batu 9. Notable landmarks in the surrounding areas of the Cheras Lands include Cheras Sentral Mall and the upcoming Cheras MRT Station which is scheduled to be completed in year 2016/2017.

The map below illustrates the close proximity of the Cheras Lands:

The Cheras Lands are presently zoned for commercial use. Mains water, electricity supply and telecommunication facilities are available for connection to both Land 1 and Land 2.Street lighting, roads and drains maintenance and refuse collection are provided by the local authority of Majlis Perbandaran Kajang.

(Source: Valuation Report)

Further details on the Cheras Lands are set out below:

Land 1 Land 2

Title number : GM 563 GM 415

Lot number : Lot 809 Lot 810

Mukim and District : Mukim Cheras, District of Hulu Langat

State : State of Selangor

Approximate land area (square metres)

: 36,928 11,002

Approximate total land area(square metres)

: 47,930

Tenure : Freehold Freehold

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Land 1 Land 2

Category of land use : Building Agriculture

Express condition : Tanah ini hendaklah digunakan bagi pembinaan bangunan-bangunan mengikut pelan pertapakan yang diperakukan oleh Jabatan Perancang Bandar dan Desa Negeri Selangor

Tanah ini hendaklah ditanam dengan tanaman Getah

Registered owner : MV Properties Sdn Bhd

Age of building : Not applicable as there are no buildings erected on the Cheras Lands

Audited NBV as at FYE 31 December 2015

: RM30.78 million RM12.17 million

Encumbrances : Please refer to Note (1) below Please refer to Note (2) below

Market Value(3) : RM97.87 million RM29.61 million

Valuation Method : Comparison Method

Notes:

(1) Land 1 is subject to the following encumbrances: (i) partial acquisition of land under presentation no. 33/1998 Jil. 4 Fol. 134 registered on 17 January

1998 measuring approximately 3,101.51 square metres; (ii) private caveat under presentation no. 1489/2015 registered on 19 March 2015 by OCBC Bank

(Malaysia) Berhad; (iii) two (2) legal charges under presentation nos. 3569/2015 and 3570/2015, both registered on 27

April 2015 in favour of OCBC Bank (Malaysia) Berhad; and (iv) a further partial acquisition of land which has not yet been endorsed on the issue document of

title for Land 1 measuring approximately 1,352 square metres.

(2) Land 2 is subject to the following encumbrances: (i) partial lease of land under presentation no. 9541/1989 Jil. 295 Fol. 79 registered on 21

November 1989 in favour of Tenaga Nasional Berhad commencing from 5 August 1989 and expiring on 4 August 2019, measuring approximately 34.84 square metres;

(ii) private caveat under presentation no. 1489/2015 registered on 19 March 2015 by OCBC Bank (Malaysia) Berhad; and

(iii) two (2) legal charges under presentation nos. 3569/2015 and 3570/2015, both registered on 27 April 2015 in favour of OCBC Bank (Malaysia) Berhad.

(3) Based on the Valuation Report.

2.5 Utilisation of proceeds

The Disposal Consideration is proposed to be utilised in the following manner:

Details of utilisation Estimated timeframe for utilisation AmountRM„mil

Repayment of bank borrowings(1) Within three (3) months upon the full receipt of the Disposal Consideration

110.00

Working capital(2) Within twelve (12) months from the date of completion of the Proposed Disposal

17.00

Estimated expenses of the Proposed Disposal(3)

Within six (6) months from the date of completion of the Proposed Disposal

1.00

128.00

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Notes:

(1) As at LPD, the principal amount of banking facilities granted by financial institutions to the Group is as follows:

Facility

Amount outstanding as at LPD

(RM‘mil)

Proposed repayment

(RM‘mil)Interest rate (% per

annum)

Secured Term Loan

OCBC Bank (Malaysia) Berhad 75.00 75.00 6.40%

Public Bank Berhad 30.00 30.00 6.97%

Overdraft

Hong Leong Bank Berhad 5.00 5.00 8.45%

Total 110.00 110.00

The full repayment of bank borrowings is expected to result in an interest cost savings of approximately RM7.30 million per annum based on the average effective interest rate of the Group’s borrowings of 6.0% to 8.6% per annum. The existing loans were long term loans and were mainly used to finance the purchase of land and building.

(2) Additional working capital requirements in respect of the Group’s day-to-day operations to support its existing business operations which shall include, but not limited to, the payment to suppliers, contractors and other property development related expenses. The breakdown of proceeds to be utilised for each component of the working capital has not been determined at this juncture. The actual utilisation for each component of working capital may differ at the time of utilisation.

(3) The estimated expenses to be borne by the Company in relation to the Proposed Disposal comprise of professional fees, fees payable to the relevant authorities, expenses to convene the EGM, printing, advertisement and other ancillary expenses. If the actual expenses incurred are higher/lower than estimated,the deficit/surplus will be funded from/contributed to the portion allocated for the working capital.

2.6 Information on the Purchaser

Tujuan Optima was incorporated in Malaysia on 12 January 2015 under the Act as a private limited company under its present name. Its registered address is located at Level 10 Wisma Hong Leong, 18 Jalan Perak, 50450 Kuala Lumpur.

Tujuan Optima is a wholly-owned subsidiary of Guocoland (Malaysia) Berhad, a company listed on the Main Market of Bursa Securities. Tujuan Optima is principally involved in property development.

As at the LPD, the authorised share capital of Tujuan Optima is RM400,000 comprising 400,000 shares of RM1.00 each of which two (2) shares have been issued and fully paid up.


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2.7 Estimated gain arising from the Proposed Disposal

Based on the audited consolidated financial results for the FYE 31 December 2015, Bertam Group is expected to realise an estimated net gain (after defraying the estimated expenses and taxation) of approximately RM79.85 million in relation to the Proposed Disposal as follows:

RM„milDisposal Consideration 128.00NBV of Cheras Lands (42.95)Estimated expenses(1) (1.00)Estimated gross gain from the Proposed Disposal 84.05RPGT(2) (4.20)Estimated net gain from the Proposed Disposal 79.85

Notes:

(1) The estimated expenses relating to the Proposed Disposal comprise of professional fees, fees payable to the relevant authorities, expenses to convene the EGM, printing, advertisement and other ancillary expenses.

(2) The RPGT was calculated based on 5% of the estimated gross gain arising from the Proposed Disposal.

2.8 Original cost and date of investment

The breakdown of the dates and original cost of investment for the Cheras Lands are set out below:

Land Lot Number/Title Number Date of investment

Original cost of investment

RM„milLand 1 Lot 809 Geran Mukim 563 24 March 2011 24.30

Land 2 Lot 810 Geran Mukim 415 24 August 2011 9.47

33.77

2.9 Liabilities to be assumed by the Purchaser

There are no liabilities, including contingent liabilities and guarantees, to be assumed by the Purchaser, pursuant to the Proposed Disposal.

3. RATIONALE AND JUSTIFICATION FOR THE PROPOSED DISPOSAL

In view of the market value of the Cheras Lands, the Board believes that the Proposed Disposal will enable the Company to unlock and realise the value and capital appreciation of the Cheras Lands. Furthermore, the Proposed Disposal will enable Bertam to realise an estimated net gain (after defraying the estimated expenses and taxation) of approximately RM79.85 million.

Bertam has earmarked the proceeds from the Proposed Disposal for, amongst others, full repayment of borrowings of Bertam Group and working capital. Upon full utilisation of the proceeds earmarked for full repayment of borrowings, Bertam Group will have zero gearing level and shall incur interest cost savings of approximately RM7.30 million per annum based on the average effective interest rate of 6.0% to 8.6% per annum.

Barring any unforeseen circumstances, Bertam Group is confident that the intended full repayment of borrowings coupled with the allocation for working capital from the proceeds arising from the Proposed Disposal shall be able to strengthen the financial performance of Bertam Group moving forward.

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4. RISK FACTORS

The potential risk factors relating to the Proposed Disposal, which may not be exhaustive, are set out below:

4.1 Non-completion of the Proposed Disposal

The completion of the Proposed Disposal is conditional upon the approval from the relevant parties as set out in Section 6 of this Circular being obtained. In the event:

(a) the approval from the shareholders of the Company is not obtained within thestipulated timeframe and both parties do not agree to extend the time period to fulfil the same; or

(b) the above approval shall contain terms that are not acceptable to Tujuan Optima,

the SPA may be terminated.

There can also be no assurance that the SPA can be completed within the time period permitted under the SPA subsequent to the unconditional date.

Should a delay or non-completion of the Proposed Disposal occurs, Bertam Group may not realise all the benefits that may accrue to it from the proposed utilisation of proceeds as disclosed in Section 2.5 of this Circular. Notwithstanding the above, Bertam shall endeavour to ensure that the Proposed Disposal will be completed in a timely manner.

4.2 Business risks

Upon completion of the Proposed Disposal, Bertam will continue to be subjected to the existing inherent risks in the property development industry. These include shortage of labour as the property development businesses are indirectly dependent on the labour of foreign workers, possibility of property overhang situation whereby supply of property outstrips demand of property, fluctuations in building material costs and interest rate, and changes in the legal and environmental framework governing the property development sector.

Nevertheless, Bertam shall endeavour to keep abreast with the latest development and will leverage on its track record, strength and experience as a property developer to manage these risks closely. Notwithstanding the above, there is no assurance that any changes to the abovementioned factors, which are beyond the Board‟s control, will not materially affect Bertam‟s business and financial conditions.

4.3 Contractual risks

The Group may be subjected to certain contractual risks such as specific performance or payment of liquidated damages as a result of non-fulfilment of its obligations under the SPA. Nevertheless, the Group will endeavour to ensure full compliance in relation to its part of the obligations under the SPA.

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5. EFFECTS OF THE PROPOSED DISPOSAL

For illustration purposes, the effects of the Proposed Disposal on the share capital, substantial shareholders‟ shareholdings, earnings and EPS, NA per share and gearing of Bertam are as follows:

5.1 Issued and paid up share capital and substantial shareholders‟ shareholdings

The Proposed Disposal will not have any effect on the share capital and substantial shareholders‟ shareholdings in Bertam as the Proposed Disposal does not involve any issuance of new Bertam Shares.

5.2 NA per share and gearing

Based on the audited consolidated statement of financial position of the Company for the FYE 31 December 2015 and on the assumption that the Proposed Disposal had been effected on that date, the pro forma effects of the Proposed Disposal on the NA per Share and gearing of Bertam Group are as follows:

Audited as at FYE 31 December 2015

After the Proposed Disposal

RM„mil RM„mil

Share capital 206.76 206.76Accumulated profit/(losses) (38.51) 41.34(3)

NA attributable to the owners of the Company 168.25 248.10Non-controlling interests (0.14) (0.14)Total Equity/NA 168.11 247.96

Number of shares in issue (mil) 206.76 206.76NA per Share (RM)(1) 0.81 1.20Total borrowings (RM„mil) 103.87 -Gearing (times)(2) 0.62 Not applicable

Notes:

(1) The NA per Share was derived by dividing the NA attributable to the owners of the Company with the number of shares in Bertam.

(2) The gearing ratio was derived by dividing the total borrowings with the NA attributable to the owners of the Company.

(3) After taking into account the estimated gain arising from the Proposed Disposal (after defraying the estimated expenses of approximately RM1.00 million and taxation) of approximately RM79.85 million.

5.3 Earnings and EPS

The Proposed Disposal is expected to result in a gain on disposal (after defraying the estimated expenses and taxation) of approximately RM79.85 million and interest savings of approximately RM7.30 million per annum arising from the repayment of bank borrowings.

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For illustration purposes, based on the audited consolidated financial statements of Bertam for the FYE 31 December 2015 and assuming that the Proposed Disposal is completed on 1 January 2015, being the beginning of the financial year of Bertam, the pro forma effects arising from the gain from the Proposed Disposal on the consolidated earnings and EPS of Bertam are as follows:

Pro forma consolidated

earnings

Pro forma consolidated

EPS(1)

RM„mil (sen)Audited PAT (excluding non-controlling interest) 11.81 5.71Add:Gain from the Proposed Disposal 79.85 38.62

Adjusted audited PAT attributable to owners of the Company 91.66 44.33

Note:

(1) Based on the total issued and paid up share capital of Bertam of 206.76 million shares for the FYE 31 December 2015.

However, the actual gain from the Proposed Disposal will be determined on the completion date based on applicable accounting principles effective at that time.

Barring unforeseen circumstances, the Proposed Disposal is expected to contribute positively to the earnings and EPS of Bertam Group in the future financial years.

6. APPROVALS REQUIRED

The Proposed Disposal is subject to the following being obtained/fulfilled:

(i) the approval of the shareholders of the Company at the forthcoming EGM; and

(ii) the approvals of other relevant authorities and/or parties, if any.

The Proposed Disposal is not conditional upon any other corporate proposals or schemes undertaken by the Company.

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 Disposal.

8. ESTIMATED TIME FRAME FOR COMPLETION AND TENTATIVE TIMETABLE FOR IMPLEMENTATION

Barring any unforeseen circumstances and subject to all relevant approvals being obtained, the Proposed Disposal is expected to be completed by the fourth (4th) quarter of calendar year 2016. The tentative timetable in relation to the Proposed Disposal is set out below:

Timeline Events

14 October 2016 • Convening of EGM to obtain the approval of shareholders of Bertam

Early December 2016 • Completion of the Proposed Disposal

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9. CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION

Save as disclosed below and the Proposed Disposal, the Board is not aware of any other corporate exercises that has been announced but not yet completed as at the date of this Circular:

On 8 August 2016, Bertam had announced that Bertam Development Sdn Bhd, a wholly-owned subsidiary of the Company, had on even date acquired 100 ordinary shares of RM1.00 each representing 100% equity interest in Wow Land Sdn Bhd for a total cash consideration of RM200,000 from Jumat Bin Laiyo and Pang En Chee.

10. DIRECTORS' RECOMMENDATION

The Board after taking into consideration all aspects of the Proposed Disposal, including but not limited to the rationale, the salient terms of the SPA, the basis and justification for arriving at the Disposal Consideration, the utilisation of proceeds arising from the Proposed Disposal, the risk factors relating to the Proposed Disposal and the financial effects of the Proposed Disposal, is of the opinion that the Proposed Disposal is in the best interest of the Company.

Bertam will be able to raise proceeds of an indicative amount of RM128.00 million from the Proposed Disposal for the purposes as set out in Section 2.5 of this Circular, amongst others, for the full repayment of borrowings of Bertam Group. Post-completion of the Proposed Disposal, Bertam Group is expected to be in a better financial footing whereby Bertam Group shall be debt free with zero gearing after the full repayment of its borrowings.

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

11. EGM

The EGM, the notice of which is enclosed in this Circular, which is scheduled to be held at Kinabalu Room 3, Ming Garden Hotel & Residences, Lorong Ming Garden, Jalan Coastal,88000 Kota Kinabalu, Sabah on Friday, 14 October 2016 at 9.00 a.m., for the purpose of considering and if thought fit, passing with or without modification, the ordinary resolution to give effect to the Proposed Disposal.

If you are unable to attend, speak and vote in person at the EGM, you are requested to complete, sign and return the enclosed Form of Proxy in accordance with the instructions contained therein, to be deposited at the Company's registered office at Lot 4.100, Tingkat 4, Wisma Central, Jalan Ampang, 50450 Kuala Lumpur, not less than forty-eight (48) hours before the stipulated time fixed for the EGM. The lodging of the Form of Proxy shall not preclude you from attending, speaking and voting in person at the EGM should you subsequently wish to do so.

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12. FURTHER INFORMATION

Shareholders are advised to refer to the attached appendices for further information.

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

LIM NYUK FOHManaging Director

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APPENDIX I

VALUATION CERTIFICATE ON THE CHERAS LANDS (CONT‟D)

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APPENDIX I


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APPENDIX I


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APPENDIX I


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APPENDIX I


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APPENDIX I


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APPENDIX II

FURTHER INFORMATION

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1. DIRECTORS' RESPONSIBILITY STATEMENT

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

2. CONSENT

2.1 Principal Adviser

RHB Investment Bank, being the Principal Adviser for the Proposed Disposal, has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name and all references thereto in the form and context in which they appear in this Circular.

2.2 Due diligence solicitor

Messrs. Lee Choon Wan & Co., being the due diligence solicitor for the Proposed Disposal, has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name and all references thereto in the form and context in which they appear in this Circular.

2.3 Valuer

NTL, being the Valuer for the Proposed Disposal, has given and has not subsequently withdrawn its written consent to the inclusion of the Valuation Certificate and its name and all references thereto in the form and context in which they appear in this Circular.

3. DECLARATION OF CONFLICT OF INTEREST

3.1 Principal Adviser

RHB Investment Bank has given its written confirmation that as at the date of this Circular, there is no situation of conflict of interests that exists or is likely to exist in relation to its role as the Principal Adviser to the Company for the Proposed Disposal.

3.2 Due diligence solicitor

Messrs. Lee Choon Wan & Co. has given its written confirmation that as at the date of this Circular, there is no situation of conflict of interests that exists or is likely to exist in relation to its role as the due diligence solicitor to the Company for the Proposed Disposal.

3.3 Valuer

NTL has given its written confirmation that as at the date of this Circular, there is no situation of conflict of interests that exists or is likely to exist in relation to its role as the Valuer to the Company for the Proposed Disposal.

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APPENDIX II

FURTHER INFORMATION (CONT‟D)

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4. MATERIAL COMMITMENTS

As at the LPD, the Board is not aware of any material commitments incurred or known to be incurred by Bertam Group, which upon becoming due or enforceable, may have a material impact on the financial results/position of Bertam Group.

5. CONTINGENT LIABILITIES

Save as disclosed below, as at the LPD, the Board is not aware of any contingent liabilities incurred or known to be incurred which, upon becoming enforceable, may have a material impact on the financial results/position of Bertam Group:

Group CompanyRM„mil RM„mil

Guarantees to financial institutions for banking facilities granted to subsidiaries

- 90.00

Claims by third parties against subsidiaries of Bertam(1) 8.118.11 90.00

Note:

(1) The following claims by third parties against subsidiaries of Bertam had been classified as a contingent liability:

(i) On 23 September 2003, Tabur Bakti Sdn Bhd (“Tabur Bakti”), an indirect wholly-owned

subsidiary of Bertam, terminated the sale and purchase agreement it had entered into with Abdul Majeed & Farook Sdn Bhd (“AMFSB”), dated 15 December 1997, as AMFSB failed to pay the balance purchase price of the three (3) units of shop lots (“Shop Lots”), pursuant to the sale and purchase agreement. AMFSB subsequently filed a court order to prevent the resale of the Shop Lots.

On 23 August 2011, AMFSB obtained an order from the High Court, allowing AMFSB an extension of time to pay the balance purchase price of the Shop Lots. The Order pertaining thereto was upheld by the Court on appeal on 3 April 2014. On the same date, Tabur Bakti appealed the High Court’s decision to the Court of Appeal, however, the same was dismissed by the Court of Appeal on 25 September 2014. Subsequently, Tabur Bakti’s application for leave to the Federal Court to appeal against the Court of Appeal’s dismissal was heard and dismissed on 25 May 2015.

On 28 December 2015, AMFSB filed a Notice of Application in the Seremban High Court to compel Tabur Bakti to transfer the Shop Lots to AMFSB and for damages for late delivery of the Shop Lots, in the sum of RM0.46 million, as at 22 December 2015. On 21 June 2016, the Assessment Application, vacant possession of the Shop Lots and all necessary documents pertaining thereto were delivered to AMFSB’s solicitors. With regards AMFSB’s claim for damages of late delivery, the parties agreed to refer the matter to mediation, which has been fixed on 30 September 2016 in the Seremban High Court.

As at the LPD, Tabur Bakti’s maximum exposure of this litigation suit is RM0.46 million. Tabur Bakti’s solicitors are of the opinion that Tabur Bakti has an even chance of success in this litigation suit.


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APPENDIX II

FURTHER INFORMATION (CONT’D)

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(ii) On 9 September 2015, Pua Kwee Seng and Chooi Yue Chuen (“Plaintiffs”) brought an action against UH Capital Sdn Bhd (“UH Capital”), a wholly-owned subsidiary of Bertam, for a claim amounting to RM1.20 million for the commission fee (“Commission Fee”) in respect of the sale and purchase of an alleged property. UH Capital in its pleadings to the Court, confirmed that no agreement nor board resolutions were executed to authorise the sale of the alleged property nor was there any agreed Commission Fee pertaining thereto. During the trial of this litigation suit, the Plaintiffs brought four (4) witnesses and two (2) of them were the former directors of UH Capital who asserted that the two percent (2%) commission was a common practice in UH Capital as procurers’ fee. They further asserted that they had agreed to pay the Commission Fee to the procurers and the same was reflected in a written note in a solicitors’ letter addressed to one (1) of the managing directors of UH Capital. This litigation suit was fixed for trial on 23 May 2016, 24 May 2016, 5 August 2016 and 8 August 2016. On 13 September 2016, UH Capital filed its submission and the Court has fixed the decision date of this litigation suit on 13 October 2016. Based on the evidence provided, the solicitors of UH Capital is of the opinion that the Plaintiffs have a sixty percent (60%) chance in their favour whilst UH Capital has a forty percent (40%) chance in their favour.

(iii) On 13 June 2016, Alias Bin Joned and thirty-one (31) others brought an action against Bertam Development Sdn Bhd (“Bertam Development”), a wholly-owned subsidiary of Bertam, for compensation amounting to RM0.63 million, together with interest at the rate of five percent (5%) per annum, in relation to the late delivery damages pursuant to the sale and purchase agreements entered into between the parties. This litigation suit has been fixed for full trial on 7 December 2016 till 9 December 2016. In view that the Court has directed the parties to mediate and settle this litigation suit out of Court, the solicitors of Bertam Development is of the opinion that the parties will most likely reach a settlement.

(iv) On 28 June 2016, R&C Cergas Teguh Sdn Bhd issued a copy of its Payment Claim to Bertam

Development for monies due and owing amounting to RM5.82 million, pursuant to Section 5 of the Construction Industry Payment and Adjudication Act 2012, in relation to the construction of forty-seven (47) units of 2 ½ storey houses situated at Lots 811-837, 839-845, 848-850 and 853-862, Seksyen 6, Bandar Kuah, Daerah Langkawi, Kedah Darul Aman. The solicitors of Bertam Development is of the opinion that the parties will most likely reach a settlement.

6. MATERIAL LITIGATION, CLAIMS OR ARBITRATION As at the LPD, the Board is not aware of any material litigation, claims or arbitration, either as plaintiff or defendant, involving the Cheras Lands and to the best of the Board’s knowledge and belief, it is not aware of any proceedings, pending or threatened, or of any facts likely to give rise to any proceedings involving the Cheras Lands.

7. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the registered office of the Company at Lot 4.100, Tingkat 4, Wisma Central, Jalan Ampang, 50450 Kuala Lumpur, during normal business hours (except public holidays) from the date of this Circular up to the time set for holding the EGM: i. Memorandum and Articles of Association of Bertam;

ii. audited consolidated financial statements of Bertam Group for the past two (2) FYE 31

December 2014 and 31 December 2015 and the latest unaudited quarterly report of Bertam Group for the financial period ended 30 June 2016;

iii. the SPA;

iv. the Valuation Report together with the Valuation Certificate as referred to in Appendix I

of this Circular; and

v. the letters of consent as referred to in Section 2 above.

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NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Bertam Alliance Berhad ("Bertam" or the "Company") will be held at Kinabalu Room 3, Ming Garden Hotel & Residences,Lorong Ming Garden, Jalan Coastal, 88000 Kota Kinabalu, Sabah on Friday, 14 October 2016 at9.00 a.m., for the purpose of considering and if thought fit, passing with or without modifications the following resolution:

ORDINARY RESOLUTION

PROPOSED 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, TO TUJUAN OPTIMA SDN BHD (“TUJUAN OPTIMA”) FOR A TOTAL CASH CONSIDERATION OF RM128.00 MILLION (“PROPOSED DISPOSAL”)

"THAT, subject to the approval of all relevant authorities and/or parties being obtained, where required, approval be and is hereby given for the Company to dispose 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 to Tujuan Optima for a total cash consideration of RM128.00million, subject to and upon such term and conditions of the sale and purchase agreement dated 5July 2016 entered into between MV Properties Sdn Bhd and Tujuan Optima in relation to the Proposed Disposal (“SPA”);

AND THAT the Board be and is hereby authorised to take all such 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 Ordinary Resolution under the terms and conditions of the SPA 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

ANDREA HUONG JIA MEI (MIA 36347) Secretary Kuala Lumpur 28 September 2016

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 6 October 2016.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 and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to 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.



NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Bertam Alliance Berhad ("Bertam" or the "Company") will be held at Kinabalu Room 3, Ming Garden Hotel & Residences,Lorong Ming Garden, Jalan Coastal, 88000 Kota Kinabalu, Sabah on Friday, 14 October 2016 at9.00 a.m., for the purpose of considering and if thought fit, passing with or without modifications the following resolution:

ORDINARY RESOLUTION

PROPOSED 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, TO TUJUAN OPTIMA SDN BHD (“TUJUAN OPTIMA”) FOR A TOTAL CASH CONSIDERATION OF RM128.00 MILLION (“PROPOSED DISPOSAL”)

"THAT, subject to the approval of all relevant authorities and/or parties being obtained, where required, approval be and is hereby given for the Company to dispose 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 to Tujuan Optima for a total cash consideration of RM128.00million, subject to and upon such term and conditions of the sale and purchase agreement dated 5July 2016 entered into between MV Properties Sdn Bhd and Tujuan Optima in relation to the Proposed Disposal (“SPA”);

AND THAT the Board be and is hereby authorised to take all such 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 Ordinary Resolution under the terms and conditions of the SPA 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

ANDREA HUONG JIA MEI (MIA 36347) Secretary Kuala Lumpur 28 September 2016

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 6 October 2016.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.



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 registered office at Lot 4.100, Tingkat 4, Wisma Central, Jalan Ampang, 50450 Kuala Lumpur, not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.

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 heldCDS 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 3, Ming Garden Hotel & Residences, Lorong Ming Garden, Jalan Coastal, 88000 Kota Kinabalu, Sabah on Friday, 14 October2016 at 9.00 a.m. and at any adjournment thereof.

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

RESOLUTION FOR AGAINSTORDINARY RESOLUTION – PROPOSED DISPOSAL

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

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

No. of Shares Percentage

Proxy 1 %

Signature of Shareholder(s)/ Common Seal Proxy 2 %

Date: ______________________ 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 6 October 2016. 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.







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 28 September 2016.




of ____________________________________________________________________________________________ (FULL ADDRESS)



of ____________________________________________________________________________________________ (FULL ADDRESS)


of ____________________________________________________________________________________________ (FULL ADDRESS)








Proxy 1 %


Date: ______________________ Total 100%













of ____________________________________________________________________________________________ (FULL ADDRESS)



of ____________________________________________________________________________________________ (FULL ADDRESS)


of ____________________________________________________________________________________________ (FULL ADDRESS)








Proxy 1 %


Date: ______________________ Total 100%













of ____________________________________________________________________________________________ (FULL ADDRESS)



of ____________________________________________________________________________________________ (FULL ADDRESS)


of ____________________________________________________________________________________________ (FULL ADDRESS)








Proxy 1 %


Date: ______________________ Total 100%













of ____________________________________________________________________________________________ (FULL ADDRESS)



of ____________________________________________________________________________________________ (FULL ADDRESS)


of ____________________________________________________________________________________________ (FULL ADDRESS)








Proxy 1 %


Date: ______________________ Total 100%













of ____________________________________________________________________________________________ (FULL ADDRESS)



of ____________________________________________________________________________________________ (FULL ADDRESS)


of ____________________________________________________________________________________________ (FULL ADDRESS)








Proxy 1 %


Date: ______________________ Total 100%










AFFIXSTAMP

Fold this flap for sealing

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Fold this flap for sealing

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The Company Secretary BERTAM ALLIANCE BERHAD (305530-A)Lot 4.100, Tingkat 4 Wisma Central Jalan Ampang 50450 Kuala Lumpur

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AFFIX STAMP

Principal Adviser - ChartNexusir.chartnexus.com/bertamalliance/website_HTML/attachments/... · this circular is important and requires your immediate attention. If you are in any

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