UMW OIL & GAS CORPORATION BERHAD - ChartNexusir.chartnexus.com/umw-oilgas/website_HTML/attachments/attachment_45052... · umw oil & gas corporation berhad (company no. 878786-h) (incorporated

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in 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.

Shareholders should rely on their own evaluation to assess the merits and risks of the Proposals as set out herein.

UMW OIL & GAS CORPORATION BERHAD (Company No. 878786-H)

(Incorporated in Malaysia under the Companies Act 1965)

CIRCULAR TO SHAREHOLDERS IN RELATION TO PROPOSED SHAREHOLDERS’ RATIFICATION AND PROPOSED

SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

AND

EXTRACT OF THE NOTICE OF 4TH ANNUAL GENERAL MEETING

The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 4th Annual General Meeting (“AGM”) to be held at theUMW Auditorium, No. 3 Jalan Utas (15/7), Batu Tiga Industrial Estate, 40200 Shah Alam, Selangor Darul Ehsan on Monday, 16 June 2014 at 11:00 a.m. The Notice of the 4th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the year ended 31 December 2013.

If you are unable to attend and vote at the meeting, you may complete the Form of Proxy and deposit it at Share Registrar’s office at Securities Services (Holdings) Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan not later than forty-eight (48) hours before the time set for holding the meeting. The lodging of the Form of Proxy does not preclude you from attending and voting in person at the AGM should you subsequently decide to do so.

Last date and time for lodging the Form of Proxy….................: Saturday, 14 June 2014 at 11:00 a.m. Date and time of the AGM ………………………………… .: Monday, 16 June 2014 at 11:00 a.m.

This Circular is dated 26 May 2014









AND














AND














AND














AND














AND














AND






DEFINITIONS

In this Circular and the accompanying appendices, the following words and abbreviations shall have the following meanings unless otherwise stated:-

“Act” : The Companies Act 1965 as amended from time to time and any re-enactment thereof

“AGM” : Annual General Meeting “ASB” : Skim Amanah Saham Bumiputera, a fund managed by Permodalan

Nasional Berhad “Board” : The Board of Directors of UMW-OG

“Bursa Securities” or “the Exchange”

: Bursa Malaysia Securities Berhad

“Conerstone Investors” : Collectively, AmCorp Group Berhad, Eastspring Investments Berhad, EPF, Caprice Capital International Ltd, CIMB-Principal Assets Management Berhad, FIL Investment Management (Hong Kong) Limited, Fullerton Fund Management Company Ltd, GuoLine Capital Limited, Great Eastern Life Assurance (Malaysia) Berhad, Hong Leong Asset Management Berhad, Hong Leong Assurance Berhad, Hong Leong Fund Management Sdn Bhd, Hwang Investment Management Berhad, JF Asset Management Limited, Kumpulan Wang Persaraan (Diperbadankan), Lembaga Tabung Haji, MKL Wealth Sdn Bhd, Nomura Asset Management Malaysia Sdn Bhd, Permodalan Nasional Berhad, Tan Sri Abdul Rashid Hussain and Tan Sri Dato’ Chua Ma Yu

“Director(s)” : Shall have the meaning given in Section 2(1) of the Capital Markets and Services Act 2007 and for purposes of the Proposed Shareholders’ Ratification and Proposed Shareholders’ Mandate, includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a Director of UMW-OG or its subsidiary or holding company or a chief executive of UMW-OG, its subsidiary or holding company

“EPF” Employees Provident Fund Board “Financial Limit Authority Guideline”

: A standardised authority limit approved by the Board of Directors of UMW-OG on 11 September 2013 to provide clarity on authority limit amongst the operating companies and authority limit for different categories of operating expenditures. It is applicable for all subsidiaries of UMW-OG.

“FYE” : Financial Year Ended/Ending

“Institutional Offering” : Offering up to 648,600,000 IPO Shares at the Institutional price, subject to the clawback and reallocation provisions and the Over-allotment Option, to the following:

(i) Malaysian institutional and selected investors including Bumiputera investors approved by the Ministry of International Trade and Industry, Malaysia; and

(ii) Foreign institutional and selected investors outside the United States in reliance on Regulation S under the U.S. Securities Act

“Institutional Price” : Price per IPO Share paid by investors pursuant to the Institutional Offering which was determined on the Price Determination Date by way of bookbuilding

DEFINITIONS

“Internal Reorganisation” : Collectively, the transfer of the Company from being held by UMW Oil & Gas Berhad to directly being held by UMWH, the subscription of Shares by UMWH, the acquisitions of the subsidiaries and associate of the Company, and the settlement of amounts owing by the Group to the companies within the UMWH Group (other than companies within the Group)

“IPO Share(s)” : Collectively, the Offer Share(s) and the Issue Share(s) “Issue Share(s)” : New Shares issued by the Company pursuant to the Public Issue “JDC” : Japan Drilling Co. Ltd “JDC Panama” : JDC Panama Inc. “Listing Requirements” : Main Market Listing Requirements of Bursa Securities, including any

amendment(s) thereto that may be made from time to time

“LPD” : Latest Practicable Date, 30 April 2014

“Major Shareholder(s)” : Means a person who has an interest or interests in one or more voting shares in UMW-OG and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is:-

(a) 10% or more of the aggregate of the nominal amounts of all the voting shares in UMW-OG; or

(b) 5% or more of the aggregate of the nominal amounts of all the voting shares in UMW-OG where such person is the largest shareholder of UMW-OG

For the purpose of this definition, “interest in shares” shall have the meaning given in Section 6A of the Act

For the purposes of the Proposed Shareholders’ Ratification and Proposed Shareholders’ Mandate, Major Shareholder(s) includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a major shareholder of UMW-OG or any other corporation which is its subsidiary or holding company

“Public Issue” : Public issue of 611,800,000 Issue Shares by UMW-OG pursuant to the listing exercise of UMW-OG

“OCTG” : Oil Country Tubular Goods

“Offer for Sale” : Offer for sale by UMWH of up to 231,380,000 Offer Shares (before the Over-allotment Option) pursuant to the listing exercise of UMW-OG

“Offer Share(s)” : Shares that were offered by UMWH pursuant to the Offer for Sale

“Over-allotment Option” : Over-allotment option as set out in Section 4.3.4 of the Prospectus dated 3 October 2013 granted by UMWH to the Stabilising Manager, i.e. Maybank Investment Bank Berhad (on behalf of Placement Managers, i.e. CIMB Investment Bank Berhad, Credit Suisse (Singapore) Limited, Goldman Sachs (Singapore) Pte., Maybank Investment Bank Berhad and Standard Chartered Securities (Singapore) Pte. Limited)

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

DEFINITIONS

“Person Connected” : In relation to a Director or a Major Shareholder, means such person who falls under any one (1) of the following categories:-

(i) a family member of the Director or Major Shareholder;

(ii) a trustee of a trust (other than a trustee for a share scheme for employees or pension scheme) under which the Director, Major Shareholder or a family member of the Director or Major Shareholder is the sole beneficiary;

(iii) a partner of the Director, Major Shareholder or a partner of a person connected with that Director or Major Shareholder;

(iv) a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder;

(v) a person in accordance with whose directions, instructions or wishes the Director or Major Shareholder is accustomed or is under an obligation, whether formal or informal, to act;

(vi) a body corporate or its directors which/who is/are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder;

(vii) a body corporate or its directors whose directions, instructions or wishes the Director or Major Shareholder is accustomed or under an obligation, whether formal or informal, to act;

(viii) a body corporate in which the Director, Major Shareholder or persons connected with him are entitled to exercise, or control the exercise of, not less than 15% of the votes attached to voting shares in the body corporate; or

(ix) a body corporate which is a related corporation

“Proposals” Proposed Shareholders’ Ratification and Proposed Shareholders’ Mandate

“Proposed Shareholders’ Mandate”

: Proposed shareholders’ mandate for RRPTs to be entered into by UMW-OG Group from the date of the forthcoming AGM until the next AGM

“Proposed Shareholders’ Ratification”

: Proposed shareholders’ ratification for RRPTs entered into by UMW-OG Group from the date of listing on 1 November 2013 until the date of the forthcoming AGM

“Related Party(ies)” : Director(s), Major Shareholder(s) or person(s) connected with such Director(s) or Major Shareholder(s)

“Retail Offering” : Offering of 194,580,000 IPO Shares at the Retail Price, subject to the clawback and reallocation provisions, to the following:

(i) Eligible directors and employees of the Group;

(ii) Eligible directors and employees of the UMWH Group;

(iii) Entitled Shareholders of UMWH; and

(iv) Malaysian Public

DEFINITIONS

“Retail Price” : Initial price of RM2.80 per Issue Share fully paid upon application pursuant to the Retail Offering, subject to the adjustment as detailed in Section 4.5.1 of the Prospectus dated 3 October 2013

“RM” and “sen” : Ringgit Malaysia and sen, respectively

“RRPT(s)” : Recurrent related party transaction(s) of a revenue or trading nature, which are necessary for the UMW-OG Group’s day-to-day operations and are entered into by UMW-OG or its subsidiary companies in the ordinary course of business of the UMW-OG Group

“SC” : Securities Commission Malaysia “SDSD” : S.D. Standard Drilling Plc. “UMWC” : UMW Corporation Sdn. Bhd. “UMW Petropipe” : UMW Petropipe (L) Ltd “UMW-OG” or “the Company” : UMW Oil & Gas Corporation Berhad

“UMW-OG Group” or “Group” : Collectively, UMW-OG, its subsidiaries and associate company

“UMW-OG Share(s)” or “Shares”

: Ordinary Shares of RM0.50 each in UMW-OG

“UMWH” : UMW Holdings Berhad “2013 Annual Report” : Annual Report of UMW-OG issued for the FYE 31 December 2013

Subsidiaries

“OD4” : Offshore Driller 4 Ltd

“ODB” : Offshore Driller B324 Ltd

“UD4” : UMW Drilling 4 (L) Ltd



“UDA” : UMW Drilling Academy Sdn Bhd

“UDC” : UMW Drilling Co, Ltd

“UJD” : UMW JDC Drilling Sdn. Bhd.

“UMV” : UMW Malaysian Ventures Sdn. Bhd.

“UOD” : UMW Offshore Drilling Sdn Bhd (formerly known as UMW Standard Drilling Sdn Bhd)

“UN2” : UMW Naga Two (L) Ltd

“UN3” : UMW Naga Three (L) Ltd

“UOS” : UMW Oilpipe Services Sdn Bhd

“UOS-TJ” : UMW Oilfield Services (Tianjin) Co, Limited

DEFINITIONS

“UOS-TK” : UMW Oilpipe Services (Turkmenistan) Ltd

“UOT” : UOT (Thailand) Limited

“UPC” : UMW Pressure Control Sdn Bhd

“UWO” : UMW Workover Sdn Bhd (formerly known as UMW Petrodril (Malaysia) Sdn Bhd)

“URA” : UMW Rig Asset (L) Ltd

“US-1” : UMW Standard 1 Pte Ltd

“US-3” : UMW Standard 3 Pte Ltd

“USV” : UMW Singapore Ventures Pte Ltd

Associate

“OTT” : Oil-Tex (Thailand) Limited

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

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise stated.


TABLE OF CONTENTS

PART A

LETTER TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSED SHAREHOLDERS’ RATIFICATION AND PROPOSED SHAREHOLDERS’ MANDATE:-

INTRODUCTION 1 1.0 DETAILS OF THE PROPOSED SHAREHOLDERS’ RATIFICATION AND PROPOSED

SHAREHOLDERS’ MANDATE 1.1 Proposed Shareholders’ Ratification 2 1.2 Proposed Shareholders’ Mandate 2 1.3 Principal Activities of UMW-OG Group 3 1.4 Classes and Nature of the RRPTs 5 1.5 Amount Due and Owing to UMW-OG Group by Related Parties 8 1.6 Review Procedures for the RRPTs 8 1.7 Statement by the Audit Committee 9 1.8 Rationale 92.0 INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS

CONNECTED WITH DIRECTORS/ MAJOR SHAREHOLDERS 9

3.0 APPROVALS REQUIRED 10 4.0 DIRECTORS’ RECOMMENDATION 10 5.0 AGM 10 6.0 FURTHER INFORMATION 11

APPENDIX I 12

EXTRACT OF NOTICE OF THE 4TH AGM 17


TABLE OF CONTENTS

PART A

LETTER TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSED SHAREHOLDERS’ RATIFICATION AND PROPOSED SHAREHOLDERS’ MANDATE:-

INTRODUCTION 1 1.0 DETAILS OF THE PROPOSED SHAREHOLDERS’ RATIFICATION AND PROPOSED

SHAREHOLDERS’ MANDATE 1.1 Proposed Shareholders’ Ratification 2 1.2 Proposed Shareholders’ Mandate 2 1.3 Principal Activities of UMW-OG Group 3 1.4 Classes and Nature of the RRPTs 5 1.5 Amount Due and Owing to UMW-OG Group by Related Parties 8 1.6 Review Procedures for the RRPTs 8 1.7 Statement by the Audit Committee 9 1.8 Rationale 92.0 INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS

CONNECTED WITH DIRECTORS/ MAJOR SHAREHOLDERS 9

3.0 APPROVALS REQUIRED 10 4.0 DIRECTORS’ RECOMMENDATION 10 5.0 AGM 10 6.0 FURTHER INFORMATION 11

APPENDIX I 12

EXTRACT OF NOTICE OF THE 4TH AGM 17


1

1



Registered office: Level 18, Block 3A, Plaza Sentral

Jalan Stesen Sentral 5 50470 Kuala Lumpur

26 May 2014

Directors:-

Tan Sri Asmat bin Kamaludin (Chairman, Non-Independent Non-Executive Director) Datuk Syed Hisham bin Syed Wazir (Non-Independent Non-Executive Director) Dr. Leong Chik Weng (Non-Independent Non-Executive Director) Razalee bin Amin (Independent Non-Executive Director) Dato’ Afifuddin bin Abdul Kadir (Independent Non-Executive Director) Cheah Tek Kuang (Independent Non-Executive Director)Dato’ Ibrahim bin Marsidi (Independent Non-Executive Director) Fina Norhizah binti Hj Baharu Zaman (Independent Non-Executive Director) Rohaizad bin Darus (Non-Independent Executive Director)

To: The Shareholders of UMW-OG

Dear Sir/Madam,

PROPOSED SHAREHOLDERS’ RATIFICATION AND PROPOSED SHAREHOLDERS’ MANDATE

(COLLECTIVELY REFERRED TO AS “THE PROPOSALS”)

INTRODUCTION

On 14 May 2014, the Company announced that UMW-OG proposes to seek the approval of its shareholders in respect of the Proposals.

The purpose of this Circular is to provide you with details of the Proposals and to seek your approval for the ordinary resolutions pertaining to the Proposals under the agenda of Special Business as set out in the 2013 Annual Report to be tabled at the forthcoming AGM. The Notice of the AGM together with the Form of Proxy are enclosed in the 2013 Annual Report.

SHAREHOLDERS OF UMW-OG ARE ADVISED TO READ AND CONSIDER THE CONTENTS OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTIONS PERTAINING TO THE PROPOSALS AT THE FORTHCOMING AGM.

22

1. DETAILS OF THE PROPOSED SHAREHOLDERS’ RATIFICATION AND PROPOSED SHAREHOLDERS’ MANDATE

1.1 Proposed Shareholders’ Ratification

Further to UMW-OG’s listing on 1 November 2013, the Company hereby seeks to obtain its shareholders’ approval for the ratification of the RRPTs entered into from the date of listing on 1 November 2013 to the forthcoming AGM.

The Company had obtained the approval from Bursa Securities vide its letter dated 1 August 2013 for an extension of time to procure the shareholders’ ratification for RRPTs entered into by the UMW-OG Group from the listing date of UMW-OG on 1 November 2013 until the forthcoming AGM or Extraordinary General Meeting to be convened, whichever is earlier, and shareholders’ mandate for RRPTs to be entered into by UMW-OG Group.

1.2 Proposed Shareholders’ Mandate

Pursuant to Paragraph 10.09(2) of the Listing Requirements, a listed issuer may seek a mandate from its shareholders for RRPTs subject to the following:-

(i) the transactions are in the ordinary course of business and are on terms not more favourable to the Related Party than those generally available to the public;

(ii) the shareholder’s mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholder’s mandate during the financial year where the aggregate value is equal to or more than the threshold below in relation to a listed issuer with an issued and paid-up capital which is RM60 million and above:-

(a) the consideration, value of the assets, capital outlay or costs of the RRPTs is RM1 million or more; or

(b) the percentage ratio of such RRPTs is 1% or more,

whichever is the higher.

(iii) the listed issuer’s circular to shareholders for the shareholders’ mandate includes the information as may be prescribed by the Exchange. The draft circular must be submitted to the Exchange together with a checklist showing compliance with such information;

(iv) in a meeting to obtain shareholder’s mandate, the interested Director, interested Major Shareholder or interested person connected with a Director or Major Shareholder, and where it involves the interest of an interested person connected with a Director or Major Shareholder, such Director or Major Shareholder, must not vote on the resolution approving the transactions. An interested Director or interested Major Shareholder must ensure that persons connected with him abstain from voting on the resolution approving the transactions; and

(v) the listed issuer immediately announces to the Exchange when the actual value of a RRPT entered into by the listed issuer, exceeds the estimated value of the RRPT disclosed in the circular by 10% or more and must include the information as may be prescribed by the Exchange in its announcement.

The authority to be conferred pursuant to the Proposed Shareholders’ Mandate, if approved by the shareholders, shall take effect from the passing of the ordinary resolution proposed at the forthcoming AGM and shall continue to be in force until:-

(a) the conclusion of the next AGM of the Company following the general meeting at which such mandate was passed, at which time it will lapse, unless by a resolution passed at a general meeting, the authority is renewed;

(b) the expiration of the period within which the next AGM after that date is required to be held pursuant to Section 143(1) of the Act (but must not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or

(c) revoked or varied by resolution passed by the shareholders of the Company in a general meeting,

whichever is the earlier.

33

Accordingly, your Board proposes to seek the shareholders’ approval for the Proposed Shareholders’ Ratification and Proposed Shareholders’ Mandate. While the Proposed Shareholders’ Ratification seeks shareholders’ approval to ratify the transactions entered by UMW-OG Group from the date of listing, 1 November 2013 up to the LPD, the Proposed Shareholders’ Mandate will allow UMW-OG Group, in the normal course of business, to enter into the RRPTs referred to in Section 1.4 with the Related Parties, provided that such transactions are made at arm’s length, on UMW-OG Group’s normal commercial terms and on terms not more favourable to the Related Party than those generally available to the public and are not to the detriment of the minority shareholders of UMW-OG Group.

1.3 Principal Activities of UMW-OG Group

UMW-OG is principally engaged in investment holding and the principal activities of its subsidiaries and associate company as at 30 April 2014 are as follows:-

Name Principal activities Effective equity interest

Subsidiaries

OD4 Investment holding and provision of management services 100%

ODB Ownership and leasing of rig 100%

UJD Provision of drilling operations for the oil and gas industry 85%

UDA Providing training services and any other related services to any person, firm, association, government body or agency, company, corporation, organisation and institution

100%

UD4 Ownership and leasing of rig 100%



UDC Ownership and leasing of rig 100%

UMV Investment holding 100%

UN2 Ownership and leasing of rig 100%

UN3 Ownership and leasing of rig 100%

UOS Provision of threading, inspection, repair and maintenance services for OCTG

100%

UOS-TJ Provision of threading, inspection, repair and maintenance services for OCTG

100%

UOS-TK Provision of threading, inspection, repair and maintenance services for OCTG

51%

UPC (In liquidation)

Supply speciality snubbing, hot tapping and wellhead freezing equipment and services to the oil and gas industry and manufacturing of oil and gas related products

51%

UWO Provision of workover operations for the oil and gas industry 100%

URA Investment holding 100%

USV Investment holding 100%

US-1 Ownership and leasing of rig 100%

44

Name Principal activities Effective equity interest

US-3 Ownership and leasing of rig and related activities 100%

UOD Contract offshore drilling business and operations and other engineering services for oil and gas exploration, development and production in Malaysia and overseas

100%

UOT Provision of threading, inspection, repair and maintenance services for OCTG

58.8%

Associate

OTT Provision of logistic services for the oil and gas industry 20%

It is envisaged that, in the normal course of UMW-OG Group’s businesses, transactions of a revenue or trading nature between companies in UMW-OG Group and the Related Parties are likely to occur, which are necessary for its day-to-day operations.


5

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13,3

00

(RM

43,4

52) (1

0)

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JD

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nd its

su

bsid

iarie

s

Pr

ovisi

on o

f ser

vices

by

JDC

and

its

subs

idia

ries

to U

JD

- R

ig p

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nnel

(tec

hnica

l and

skil

led

labo

ur)

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chni

cal s

ervic

es

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ater

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anag

emen

t

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tal o

f war

ehou

se a

nd e

quip

men

t by

JDC

and

its

sub

sidia

ries

to U

JD

- W

areh

ouse

-

Equi

pmen

t

JD

C (9

)

M

inor

u M

urat

a (8

)

Ak

io K

awas

e (8

)

To

ru In

oue

(8)

USD

2,78

8 (R

M9,

109)

(10)

USD

933

(RM

3,04

8) (1

0)U

SD5,

900

(RM

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76) (1

0)

UM

W-O

G

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up

UM

WH

Gro

up

Purc

hase

of

va

rious

eq

uipm

ent

whi

ch

inclu

des

linep

ipes

by

UM

W-O

G G

roup

from

UM

WH

Gro

up

AS

B (1

)

EP

F (2

)

U

MW

H (3

)

Ta

n Sr

i Asm

at b

in

Kam

alud

in (4

)

D

atuk

Sye

d H

isham

bi

n Sy

ed W

azir

(5)

D

r Leo

ng C

hik

Wen

g (6

)

518

1,41

3 5,

000

6

7

Not

e:-

*

Being

the

LPD

prio

r to

the

print

ing o

f this

Circ

ular.

** Th

e es

timat

ed v

alues

as

set o

ut a

bove

are

bas

ed o

n M

anag

emen

t esti

mat

es o

f the

valu

e of

tran

sacti

ons

to b

e un

derta

ken

for t

he p

eriod

from

the

forth

com

ing A

GM

to th

e ne

xt AG

M. H

owev

er, t

he v

alue

of tr

ansa

ction

s m

ay b

e su

bject

to

chan

ges.

Disc

losur

e w

ill be

mad

e in

the

Annu

al Re

port

of th

e C

ompa

ny fo

r the

FYE

31

Dec

embe

r 201

4 of

the

actu

al br

eakd

own

of th

e ag

greg

ate

value

of tr

ansa

ction

s con

tem

plate

d as

requ

ired

unde

r Par

agra

ph 3

.1.5

of P

racti

ce N

ote

12 o

f the

Listin

g R

equir

emen

ts.

(1)

ASB

is a

Majo

r Sha

reho

lder o

f UM

WH,

hav

ing e

quity

inte

rest

of 4

0.72

% a

s at L

PD.

(2)

EPF

is a

Majo

r Sha

reho

lder o

f UM

WH,

hav

ing e

quity

inte

rest

of 1

6.58

% a

s at L

PD.

(3)

UMW

H is

a M

ajor S

hare

holde

r of U

MW

-OG

. UM

WC

is wh

olly-

owne

d by

UM

WH

and

U-Tr

avel

Wide

Sdn

Bhd

is a

who

lly-o

wned

subs

idiar

y of U

MW

C.

(4)

Tan

Sri A

smat

bin

Kam

aludin

is d

eem

ed in

tere

sted

by vi

rtue

of h

is dir

ecto

rship

s in

UMW

-OG

and

UM

WH.

He

is als

o a

Dire

ctor o

f UM

WC.

He

holds

less

than

0.1

% e

quity

inte

rest

in UM

WH.

(5)

Datu

k Sye

d Hi

sham

bin

Syed

Waz

ir is d

eem

ed in

tere

sted

by vi

rtue

of h

is dir

ecto

rship

s in

UMW

-OG

and

UM

WH.

He

is als

o a

Dire

ctor

of U

MW

C. H

e do

es n

ot h

old a

ny e

quity

inte

rest

in UM

WH.

(6)

Dr L

eong

Chik

Wen

g is

deem

ed in

tere

sted

by vi

rtue

of h

is dir

ecto

rship

s in

UMW

-OG

and

UM

WH.

He

is als

o a

Dire

ctor o

f UM

W P

etro

pipe.

He

does

not

hold

any

equ

ity in

tere

st in

UMW

H.

(7)

JDC

Pana

ma

is a

wholl

y-ow

ned

subs

idiar

y of J

DC, w

hich

in tu

rn h

olds 1

5% e

quity

inte

rest

in UJ

D. JD

C is

a co

mm

on sh

areh

older

of b

oth

JDC

Pana

ma

and

UJD.

(8)

Mino

ru M

urat

a an

d Ak

io Ka

wase

are

Dire

ctors

of U

JD a

nd d

irect

ors/s

hare

holde

rs o

f JDC

and

Tor

u In

oue

is a

Dire

ctor o

f UJD

and

a sh

areh

older

of J

DC.

(9)

JDC

holds

15%

equ

ity in

tere

st in

UJD.

JDC

is a

com

mon

shar

ehold

er o

f bot

h UJ

D an

d th

e su

bsidi

aries

of J

DC.

(10)

Ba

sed

on th

e ra

te U

SD1

= RM

3.26

71, b

eing

the

midd

le ra

te p

ublis

hed

by B

ank N

egar

a M

alays

ia as

at 3

0 Ap

ril 20

14.

Save

as

disc

lose

d ab

ove

and

in S

ectio

n 2.

0 of

this

Circ

ular

, the

re w

ere

no o

ther

per

sons

dee

med

con

nect

ed to

the

inte

rest

ed D

irect

ors

and

Maj

or S

hare

hold

ers.

7

8

8

1.5 Amount Due and Owing to UMW-OG Group by Related Parties

There is no amount due and owing to the UMW-OG Group by its Related Parties pursuant to the RRPTs which has exceeded the credit term. As such, the disclosures as required under Paragraphs 16A and 16B in Annexure PN12-A of the Listing Requirements are not applicable.

1.6 Review Procedures for the RRPTs

The Board has in place the following internal control procedures to ensure that transactions with Related Parties undertaken on transaction prices and not more favourable to the related party than those generally available to the public, are conducted at arm’s length basis and are based on normal commercial terms consistent with UMW-OG Group’s usual business practices and are not prejudicial to the interests of the minority shareholders:-

(i) The pricing of transactions with a Related Party will take into account the pricing, prevailing market rates and conditions, quality, availability, timing of delivery and other related facts. The final pricing of transactions with a Related Party shall not be at terms more favourable than the prevailing market practices;

(ii) All transactions entered/to be entered into pursuant to the Proposed Shareholders’ Ratification and Proposed Shareholders’ Mandate have been/will be tabled to the Audit Committee on a quarterly basis for its review of compliance with the above. In its review of such transactions, the Audit Committee may, as it deems fit, request for additional information pertaining to the transactions from independent sources;

(iii) Records will be maintained by the Company to capture all RRPTs entered into pursuant to the Proposed Shareholders’ Mandate to ensure that relevant approvals have been obtained and review procedures in respect of such transactions are adhered to;

(iv) The Audit Committee shall continuously review the adequacy and appropriateness of the procedures, as and when required, with the authority to sub-delegate to individuals or committee(s) within the Company as they deem appropriate;

(v) Where any of the Directors of the Company has an interest (whether direct or indirect) in a RRPT, such Director(s) shall abstain from all deliberations and voting on that matter in the Board’s deliberations of such transaction. Where any member of the Audit Committee is interested in a RRPT, that member shall abstain from voting on any matter relating to any decisions to be taken by the Audit Committee with respect to such transaction;

(vi) Immediate announcement will be made when the actual amount of a RRPT exceeds the estimated value of the RRPT disclosed in the Circular by 10% or more;

(vii) Disclosure will be made in the Annual Report of the Company of the aggregate value of transactions conducted pursuant to the Proposed Shareholders’ Ratification and Proposed Shareholders’ Mandate; and

(viii) At least two (2) other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, wherever possible, to determine whether the price and terms offered to/by related parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities.

In the event that quotation or comparative pricing from unrelated third parties could not be obtained, the transaction prices will be based on the following, according to the level of significance:-

(i) Historical prices on past transactions that have occurred/been incurred with other comparable unrelated third party; and

(ii) Prevailing rates/prices of the goods or services (including where applicable, preferential rates/prices/discounts accorded to a class or classes of customers or for bulk purchases) according to normal commercial terms and usual business practice of UMW-OG Group or otherwise in accordance with other applicable industry norms/considerations.

There are no thresholds for approval of RRPTs within UMW-OG Group. However, all RRPTs are reviewed and authorised by personnel of at least managerial level, provided always that such personnel has no interest in the transaction. Approval of RRPTs needs to adhere to the Financial Limit Authority

9

9

Guideline within the UMW-OG Group at all instances. The RRPTs are reviewed by managerial positions and are required to be endorsed and approved accordingly.

1.7 Statement by the Audit Committee

The Audit Committee of the Company has reviewed the procedures set out in Section 1.6 above and is of the view that the review procedures for RRPTs are sufficient to ensure that the RRPTs will be entered into at arm’s length and in accordance with UMW-OG Group’s normal commercial terms, and on terms which are not more favourable to the Related Party than those generally available to the public, and hence, will not be detrimental to the minority shareholders. Any member of the Audit Committee who is interested in any RRPT shall not be involved in the review of the RRPT.

The Audit Committee is satisfied that UMW-OG Group has in place adequate procedures and processes to monitor, track and identify RRPTs in a timely and orderly manner, and the review of these procedures and processes will be conducted on an annual basis.

1.8 Rationale

The RRPTs entered into by UMW-OG Group with the Related Parties are in the ordinary course of business and are necessary for its day-to-day operations. The RRPTs are recurring transactions of a revenue or trading nature that contribute either directly or indirectly to the generation of UMW-OG Group’s revenue and cost structures. By transacting with the Related Parties, UMW-OG Group would have an advantage of familiarity with the background, financial well being and management of the Related Parties, thus enabling more informed commercial decisions. The close cooperation between the UMW-OG Group and the Related Parties has reaped mutual benefits and has been and is expected to continue to be beneficial to the businesses of UMW-OG Group. These RRPTs are likely to occur with some degree of frequency and may arise at any time and/or from time to time thus, the procurement of the Proposed Shareholders’ Mandate on an annual basis would eliminate the need to convene separate general meetings from time to time to seek shareholders’ approval as and when potential RRPTs arise, thereby substantially reducing administrative time and expenses in convening such meetings. The RRPTs entered or to be entered into are undertaken at an arm’s length basis on normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company.

2.0 INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH DIRECTORS/ MAJOR SHAREHOLDERS

Based on the Record of Depositors and Register of Directors’ Shareholdings as at 30 April 2014, the direct and indirect interests of the interested Directors, Major Shareholders and Shareholder of UMW-OG in respect of the Proposed Shareholders’ Ratification and Proposed Shareholders’ Mandate are as follows:-

Interested Director/ Major Shareholder

Direct Indirect No. of Shares % No. of Shares %

Major Shareholder

ASB 108,926,600 5.04 - - UMWH 1,192,343,000 55.15 - - Shareholder EPF 105,453,600 4.88 - - Directors Tan Sri Asmat bin Kamaludin 300,000 0.01 3,000 (1) (2)*

Datuk Syed Hisham bin Syed Wazir

500,000 0.02

Dr. Leong Chik Weng 150,000 0.01 - -

Note:- (1) Deemed interested by virtue of interest held by his child:-

- 1,000 shares (Riad Asmat ) - 1,000 shares (Atasha Asmat)

1010

- 1,000 shares (Sarah Asmat via Bi-Bot Holdings Sdn Bhd) (2) Negligible

ASB and UMWH, being the interested Major Shareholders and Tan Sri Asmat bin Kamaludin, Datuk Syed Hisham bin Syed Wazir and Dr. Leong Chik Weng, being the interested Directors in the RRPTs have abstained and will continue to abstain from Board deliberations and voting on the resolutions pertaining to the Proposed Shareholders’ Ratification and Proposed Shareholders’ Mandate. The interested Directors and interested Major Shareholders and/or persons connected to them will abstain from voting in respect of his/her direct and/or indirect shareholdings in the Proposed Shareholders' Ratification and Proposed Shareholders' Mandate at the forthcoming AGM.

The interested Directors and interested Major Shareholders have undertaken to ensure that persons connected to them will abstain from voting in respect of their direct and indirect shareholdings on the resolutions pertaining to the Proposed Shareholders' Ratification and Proposed Shareholders’ Mandate at the forthcoming AGM.

EPF has no other interest in the above RRPTs except of being a common major shareholder/shareholder of UMWH and UMW-OG, respectively. As EPF is not the largest shareholder of UMW-OG, not a party to the said transaction, initiator, agent or involved in any other manner in the above transactions, does not have any representative in an executive capacity on the board of directors of UMW-OG or any of its subsidiaries and is a statutory institution who is managing funds belonging to the general public, EPF is not required to abstain from voting in respect of its direct shareholding in the Proposed Shareholders' Ratification and Proposed Shareholders' Mandate at the forthcoming AGM.

Save as disclosed above, none of the other Directors and/or Major Shareholders and/or persons connected to them, as defined in the Listing Requirements, has any interest, whether direct or indirect, in the Proposed Shareholders' Ratification and Proposed Shareholders’ Mandate.

3.0 APPROVALS REQUIRED

The Proposed Shareholders' Ratification and Proposed Shareholders’ Mandate are subject to the approval of the shareholders of UMW-OG at the forthcoming AGM to be convened or at any adjournment thereof.

4.0 DIRECTORS’ RECOMMENDATION

The Board (with the exception of Tan Sri Asmat bin Kamaludin, Datuk Syed Hisham bin Syed Wazir and Dr. Leong Chik Weng who have abstained from making any opinion and recommendation on the Proposed Shareholders' Ratification and Proposed Shareholders’ Mandate), having considered all aspects of the Proposed Shareholders' Ratification and Proposed Shareholders’ Mandate, is of the opinion that the above is in the best interests of the Company and therefore recommends that you vote in favour of the resolutions pertaining to the Proposed Shareholders' Ratification and Proposed Shareholders’ Mandate to be tabled at the forthcoming AGM of UMW-OG.

5.0 AGM

An AGM, the Notice of which is enclosed in the 2013 Annual Report accompanying this Circular, will be held at the UMW Auditorium, No. 3 Jalan Utas (15/7), Batu Tiga Industrial Estate, 40200 Shah Alam, Selangor Darul Ehsan on Monday, 16 June 2014 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the ordinary resolutions on the Proposed Shareholders' Ratification and Proposed Shareholders’ Mandate under the agenda of Special Business as set out in the 2013 Annual Report.

If you are unable to attend and vote in person at the AGM, you are requested to complete, sign and return the Form of Proxy attached to the 2013 Annual Report, in accordance with the instructions printed thereon as soon as possible so as to arrive at the Share Registrar’s office at Securities Services (Holdings) Sdn. Bhd. at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan not later than forty-eight (48) hours before the time fixed for the AGM. The lodging of the Form of Proxy will not, however, preclude you from attending and voting in person at the forthcoming AGM should you subsequently wish to do so.

1111

6.0 FURTHER INFORMATION

Shareholders are requested to refer to the attached appendix for further information.

Yours faithfully For and on behalf of the Board of Directors of UMW OIL & GAS CORPORATION BERHAD

RAZALEE BIN AMIN Independent Non-Executive Director

1212

APPENDIX I

FURTHER INFORMATION

1. RESPONSIBILITY STATEMENT

This Circular has been reviewed and approved by the Directors of UMW-OG and they individually and collectively accept full responsibility for the accuracy of the information contained herein and confirm that, after having made all reasonable enquiries and to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in this Circular misleading.

2. MATERIAL CONTRACTS

Save as disclosed below, there are no material contracts (not being contracts entered in the ordinary course of business) which have been entered into by UMW-OG and/or its subsidiaries during the two (2) years preceding the date of this Circular.

(a) Share Sale Agreement dated 5 November 2012

Agreement dated 5 November 2012 between USV and Neo Teck Seng whereby USV agreed to divest to Neo Teck Seng, and Neo Teck Seng agreed to purchase from USV 300,000 ordinary shares of SGD1 each, representing 60% of the total issued and paid-up capital in OCS, for a total consideration of SGD7,050,000 upon the terms and subject to the conditions contained in this agreement. This transaction was completed on 7 December 2012.

(b) Shareholder's Loan Agreement dated 10 July 2012

Agreement dated 10 July 2012 between UMWH and UD4 whereby UMWH agreed to lend to UD4 and UD4 agreed to borrow from UMWH, a shareholder's loan of USD68,000,000 at an interest rate to be calculated and determined in accordance with the terms of this agreement, to fund the purchase of a jack-up drilling rig identified as Keppel Hull No. B324 from SDSD.

(c) Share Purchase Agreement dated 26 June 2012

Agreement dated 26 June 2012 between UD4 and SDSD whereby SDSD agreed to sell and transfer to UD4, and UD4 agreed to acquire from SDSD, 42,000,000 ordinary shares with a par value of USD0.001 each, representing the entire shareholding in ODB ("ODB Shares") for a total cash consideration of USD70,000,000 comprising first payment of USD2,000,000 being the non-refundable earnest money paid on 18 June 2012; second payment of USD40,000,000 paid on 12 July 2012 and final payment of USD28,000,000 paid to SDSD as seller-credit, on 1 October 2012 upon the terms and subject to the conditions contained in this agreement. The acquisition of the ODB Shares was completed on 12 July 2012.

(d) Sale and Purchase of Property via an Option to Purchase dated 20 June 2012

Sale and purchase of the property known as No. 4, Pandan Avenue, Singapore 609383 comprised in Lot 7841K Mukim 5 ("Pandan Avenue Property") from USV to CWT Project Logistics Pte Ltd, exercised via the Option to Purchase dated 20 June 2012 ("Option") and concluded via the acceptance by CWT Project Logistics Pte Ltd of the Option on 30 October 2012, whereby USV agreed to sell to CWT Project Logistics Pte Ltd, and CWT Project Logistics Pte Ltd agreed to purchase the Pandan Avenue Property for a total cash consideration of SGD20,500,000 upon the terms and subject to the conditions contained in the Option. The sale and purchase of the Pandan Avenue Property was completed on 30 April 2013.

(e) Share Purchase Agreement dated 23 May 2013

Agreement dated 23 May 2013 between URA and SDSD whereby SDSD agreed to sell to URA and URA agreed to purchase from SDSD, 38,502 ordinary shares of USD1 each, representing 100% of the total issued and paid-up capital of OD4 for a total cash consideration of USD69,400,000 upon the terms and subject to the conditions contained in this Agreement. The transaction was completed on 10 June 2013.

1313

(f) Master Cornerstone Placing Agreement dated 18 September 2013

Master Cornerstone Agreement dated 18 September 2013 entered into among our Company, the Selling Shareholder, CIMB Investment Bank Berhad, Maybank Investment Bank Berhad, Credit Suisse (Singapore) Limited and the Cornerstone Investors, under which the Cornerstone Investors agree to purchase an aggregate of 399,000,000 Shares, representing approximately 18.45% of the enlarged issued and paid-up share capital of our Company, pursuant to the Institutional Offering at RM2.80 per Share or the Institutional Price.

(g) Retail Underwriting Agreement dated 19 September 2013

Retail Underwriting Agreement dated 19 September 2013 entered into between our Company, UMWH, Maybank Investment Bank Berhad and CIMB Investment Bank Berhad (Joint Managing Underwriters) and AFFIN Investment Bank Berhad, Aminvestment Bank Berhad, MIDF Amanah Investment Bank Berhad and RHB Investment Bank Berhad to underwrite 194,580,000 IPO Shares under the Retail Offering at a managing underwriting commission of 0.5% and an underwriting commission of 1.0% of the Retail Price multiplied by the number of IPO Shares underwritten.

(h) The contracts relating to the Internal Reorganisation

The following are material contracts entered into pursuant to the Internal Reorganisation:

(i) Sale and Purchase Agreement dated 14 May 2013

Agreement dated 14 May 2013 between USV and UMW Petropipe whereby USV agreed to sell to UMW Petropipe and UMW Petropipe agreed to purchase from USV, one (1) ordinary share of SGD1, representing 100% of the total issued and paid up capital of UMW Marine and Offshore Pte Ltd, for a total cash consideration of RM3 upon the terms and subject to the conditions contained in this Agreement. The transaction was completed on 12 April 2013.

(ii) Sale and Purchase Agreement dated 14 May 2013

Agreement dated 14 May 2013 between USV and UMW Petropipe as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement")whereby USV agreed to sell to UMW Petropipe and UMW Petropipe agreed to purchase from USV, 12,000,000 ordinary shares of RMB1 each, representing 40% of the total paid up capital of Sichuan Haihua Petroleum Steelpipe Co, Ltd ("Sale Shares"), for a total cash consideration of RM19,150,630 upon the terms and subject to the conditions contained in this Agreement ("Disposal of Sichuan Haihua Petroleum Steelpipe Co, Ltd"). The transaction was completed on 30 August 2013.

(iii) Sale and Purchase Agreement dated 14 May 2013

Agreement dated 14 May 2013 between UMWH and UMW-OG as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMWH agreed to sell to UMW-OG and UMW-OG agreed to purchase from UMWH, 20,000,000 ordinary shares of RM1 each, representing 100% of the total issued and paid up capital of UMV, for a total cash consideration of RM20,000,000 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ (as defined below). The transaction was completed on 6 August 2013.

(iv) Sale and Purchase Agreement dated 14 May 2013

Agreement dated 14 May 2013 between UMW Petropipe and UMW-OG as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMW Petropipe agreed to sell to UMW-OG and UMW-OG agreed to purchase from UMW Petropipe, 9,500,000 ordinary shares of SGD1 each, representing 100% of the total issued and paid up capital of USV, for a total cash consideration of RM22,901,580 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon (a) the completion of the Disposal of UOS-TJ (as

14

14

defined below); and (b) the completion of the Disposal of Sichuan Haihua Petroleum Steelpipe Co, Ltd. The transaction was completed on 6 August 2013.

(v) Sale and Purchase Agreement dated 14 May 2013

Agreement dated 14 May 2013 between UMWC and USV as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMWC agreed to sell to USV and USV agreed to purchase from UMWC, the entire registered and paid up share capital of USD2,800,000 of UOS-TJ, for a total cash consideration of RM10,119,150 upon the terms and subject to the conditions contained in this Agreement ("Disposal of UOS-TJ"). The transaction was completed on 30 August 2013.

(vi) Sale and Purchase Agreement dated 14 May 2013

Agreement dated 14 May 2013 between UMWC and UMV as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMWC agreed to sell to UMV and UMV agreed to purchase from UMWC, 10,000,000 ordinary shares of RM1 each, representing 100% of the total issued and paid up capital of UWO, for a total cash consideration of RM20,932,595 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ. The transaction was completed on 30 August 2013.

(vii) Sale and Purchase Agreement dated 14 May 2013

Agreement dated 14 May 2013 between UMWC and UMW-OG as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMWC agreed to sell to UMW-OG and UMW-OG agreed to purchase from UMWC, 297,500 ordinary shares of RM1 each, representing 85% of the total issued and paid up capital of UJD, for a total cash consideration of RM1,548,239 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ. The transaction was completed on 6 August 2013.

(viii) Sale and Purchase Agreement dated 14 May 2013

Agreement dated 14 May 2013 between UMWC and UMV as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMWC agreed to sell to UMV and UMV agreed to purchase from UMWC, 14,231,250 ordinary shares of RM1 each and 10,000,000 redeemable preference shares of RM0.01 each, representing 97.3% of the total issued and paid up capital of UOD, for a total cash consideration of RM24,231,250 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ. The transaction was completed on 30 August 2013.

(ix) Sale and Purchase Agreement dated 14 May 2013

Agreement dated 14 May 2013 between UMWC and UMV as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMWC agreed to sell to UMV and UMV agreed to purchase from UMWC, 4,250,000 ordinary shares of RM1 each, representing 100% of the total issued and paid up capital of UOS, for a total cash consideration of RM22,931,246 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ. The transaction was completed on 30 August 2013.

(x) Sale and Purchase Agreement dated 14 May 2013

Agreement dated 14 May 2013 between UMW Petropipe and URA as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMW Petropipe agreed to sell to URA and URA agreed to purchase from UMW Petropipe, one (1) ordinary share of USD1, representing 100% of the total issued and paid up capital of UD4, for a total cash consideration of RM3 upon the terms and subject

15

15

to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ. The transaction was completed on 30 August 2013.

(xi) Sale and Purchase Agreement dated 14 May 2013

Agreement dated 14 May 2013 between UMW Petropipe and URA as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement”) whereby UMW Petropipe agreed to sell to URA and URA agreed to purchase from UMW Petropipe, 1,000,000 ordinary shares of USD1 each, representing 100% of the total issued and paid up capital of UN2, for a total cash consideration of RM3,293,000 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ. The transaction was completed on 30 August 2013.

(xii) Sale and Purchase Agreement dated 14 May 2013

Agreement dated 14 May 2013 between UMW Petropipe and URA as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMW Petropipe agreed to sell to URA and URA agreed to purchase from UMW Petropipe, one (1) ordinary share of USD1, representing 100% of the total issued and paid up capital of UN3, for a total cash consideration of RM3 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon (a) the completion of the Disposal of UOS-TJ; and (b) the completion of the Disposal of Sichuan Haihua Petroleum Steelpipe Co, Ltd. The transaction was completed on 30 August 2013.

(xiii) Sale and Purchase Agreement dated 14 May 2013

Agreement dated 14 May 2013 between UMWC and URA as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMWC agreed to sell to URA and URA agreed to purchase from UMWC, 6,000,000 ordinary shares of USD1 each, representing 100% of the total issued and paid up capital of UDC, for a total cash consideration of RM22,800,600 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ. The transaction was completed on 30 August 2013.

(xiv) Sale and Purchase Agreement dated 14 May 2013

Agreement dated 14 May 2013 between UMW Petropipe and UMV as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UMW Petropipe agreed to sell to UMV and UMV agreed to purchase from UMW Petropipe, 318,750 ordinary shares of USD1 each, representing 51% of the total issued and paid up capital of UOS-TK, for a total cash consideration of RM1,171,247 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ. The transaction was completed on 30 August 2013.

(xv) Sale and Purchase Agreement dated 14 May 2013

Agreement dated 14 May 2013 between UN2 and UN3 as supplemented by a supplemental agreement dated 20 August 2013 ("Supplemental Agreement") whereby UN2 agreed to sell to UN3 and UN3 agreed to purchase from UN2, 37,256,916 ordinary shares, representing 51% of the total issued and paid up capital of US-3, for a total cash consideration of RM143,073,780 upon the terms and subject to the conditions contained in this Agreement. Vide the Supplemental Agreement, the parties have agreed that the transaction will not be conditional upon the completion of the Disposal of UOS-TJ. The transaction was completed on 30 August 2013.

(xvi) Sale and Purchase Agreement dated 20 August 2013

Agreement dated 20 August 2013 between UMV and UMWC whereby UMV agreed to sell to UMWC and UMWC agreed to purchase from UMV, 1,956,000 ordinary shares of

1616

RM1 each, representing 60% of the total issued and paid up capital of UMW Synergistic Generation Sdn Bhd, for a total cash consideration of RM10,030,001 upon the terms and subject to the conditions contained in this Agreement. The transaction was completed on 30 August 2013.

3. MATERIAL LITIGATION

As at LPD, UMW-OG Group is not engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, and the Directors have no knowledge of any proceedings pending or threatened or of any fact likely to give rise to any proceedings which might materially and adversely affect our financial or business position.

4. DOCUMENTS FOR INSPECTION

Copies of the following documents are available for inspection at the registered office of UMW-OG at Level 18, Block 3A, Plaza Sentral, Jalan Stesen Sentral 5, 50470 Kuala Lumpur during normal business hours on any working day from the date of this Circular up to and including the date of the forthcoming AGM:-

(a) Memorandum and Articles of Association of UMW-OG;

(b) Audited consolidated accounts of UMW-OG for the past two (2) FYE 31 December 2012 and 31 December 2013;

(a) Unaudited Quarterly Results for the financial period ended 31 March 2014; and

(b) Material contracts referred to section 2.


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UMW OIL & GAS CORPORATION BERHAD (Company No. 878786-H) (Incorporated in Malaysia)

EXTRACT OF NOTICE OF THE 4TH ANNUAL GENERAL MEETING

ORDINARY RESOLUTION 7 - PROPOSED SHAREHOLDERS’ RATIFICATION FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED SHAREHOLDERS’ RATIFICATION”)

“THAT all the recurrent related party transactions of a revenue or trading nature entered into by the Company and/or its subsidiaries from 1 November 2013, being the date of listing of the Company until the date of the 4th

Annual General Meeting of the Company as set out in Section 1.4 of the Circular to Shareholders dated 26 May 2014, which were necessary for its day-to-day operations and carried out in the ordinary course of business on terms which were not more favourable to the Related Parties than those generally available to the public and were not detrimental to the minority shareholders of the Company, be and are hereby approved and ratified;

AND THAT all the actions taken and the execution of all necessary documents by the Directors of the Company as considered expedient or deemed fit in the interest of the Company, be and are hereby approved and ratified.”

ORDINARY RESOLUTION 8 - PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED SHAREHOLDERS’ MANDATE”)

“THAT approval be and is hereby given to UMW Oil & Gas Corporation Berhad Group (“the Group”) to enter into and to give effect to specified recurrent related party transactions of a revenue or trading nature with the Related Parties as set out in Section 1.4 of the Circular, which are necessary for its day-to-day operations, to be entered into by the Group on the basis that this transaction is entered into on terms which are not more favourable to the Related Party involved than generally available to the public and are not detrimental to the minority shareholders of the Company;

THAT the Proposed Shareholders’ Mandate is subject to annual renewal. In this respect, any authority conferred by the Proposed Shareholders’ Mandate, shall only continue to be in force until:-

(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the general meeting at which the Proposed Shareholders’ Mandate was passed, at which time it will lapse, unless by resolution passed at the general meeting, the authority is renewed; or

(b) the expiration of the period within which the AGM after that date is required to be held pursuant to Section 143(1) of the Companies Act 1965 (“the Act”) (but must not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or

(c) revoked or varied by resolution passed by the shareholders of the Company in general meeting,

whichever is the earlier;

AND THAT the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) to give effect to the Proposed Shareholders’ Mandate.”

UMW OIL & GAS CORPORATION BERHAD - ChartNexusir.chartnexus.com/umw-oilgas/website_HTML/attachments/attachment_45052... · umw oil & gas corporation berhad (company no. 878786-h) (incorporated

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