Docstoc

SEB RRPT Circular Amendment to Articles of Association

Document Sample
SEB RRPT Circular Amendment to Articles of Association Powered By Docstoc
					THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT
YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT 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.




               SARAWAK ENERGY BERHAD
                                         (Company No. 007199-D)
                                                (Incorporated in Malaysia)


                                    CIRCULAR TO SHAREHOLDERS

                                            IN RELATION TO THE

      (I)      PROPOSED RENEWAL OF AND NEW SHAREHOLDERS’ MANDATES
                  FOR RECURRENT RELATED PARTY TRANSACTIONS OF A
                REVENUE OR TRADING NATURE AND PROPOSED RENEWAL OF
               GENERAL MANDATE FOR PROVISION OF FINANCIAL ASSISTANCE

                                                             AND

     (II)      PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF
                                 THE COMPANY



The Notice of Annual General Meeting to be held at Ballroom III, Lobby Floor, Hilton Kuching, Jalan Tunku
Abdul Rahman, 93100 Kuching, Sarawak on Friday, 27 June 2008 at 11.00 a.m. together with the
accompanying Form of Proxy are enclosed in the Annual Report 2007.

The Form of Proxy must be deposited at the registered office of the Company at 4th Floor, Wisma SESCO, Petra
Jaya 93673 Kuching, Sarawak not less than 48 hours before the time stipulated for holding the meeting or any
adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in
person at the meeting should you subsequently wish to do so.

The last day and time for lodging the Form of Proxy is on Wednesday, 25 June 2008 at 11.00 a.m.



                                           This circular is dated 5 June 2008
DEFINITIONS
Unless the context otherwise requires, the following definitions shall apply throughout this circular :-

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

“AGM”                                :   Annual general meeting

“BHMF”                               :   Borneo Housing Mortgage Finance Berhad (Company No. 025457-V)

“Brooke Dockyard”                    :   Brooke Dockyard and Engineering Work Corporation

“Bursa Securities”                   :   Bursa Malaysia Securities Berhad (Company No. 635998-W)

“Custodev Dua”                       :   Custodev Dua Sdn Bhd (Company No. 310183-T)

“DEH”                                :   Dunlop Estates Holdings Sdn Bhd (Company No. 183377-D)

“Directors”                          :   The directors for the time being of SEB, and shall have the same
                                         meaning given in Section 4 of the Act. Includes any person who is or
                                         was within the preceding six (6) months of the date on which the terms
                                         of the transactions were agreed upon, a director of SEB or any other
                                         company which is its subsidiary or holding company or a chief
                                         executive officer of SEB, its subsidiary or holding company

“Genesis Force”                      :   Genesis Force Sdn Bhd (Company No. 547744-W)

“Gobel”                              :   Gobel Industry Sdn Bhd (Company No. 419543-D)

“Group” or “SEB Group”               :   SEB and its subsidiaries

“Insurepro”                          :   Insurepro Sdn Bhd (Company No. 84938-X)

“Interested Directors”               :   Directors who are deemed to be Related Parties

“Interested Major Shareholders”      :   Major Shareholders who are deemed to be Related Parties

“IT”                                 :   Information Technology

“Listing Requirements”               :   The Listing Requirements of Bursa Securities

“MPG”                                :   Mukah Power Generation Sdn Bhd (Company No. 468044-U)

“Major Shareholder”                  :   A person who has an interest or interests in one or more voting shares in
                                         a company and the nominal amount of that share, or the aggregate of the
                                         nominal amounts of those shares, is :-
                                         (a)   equal to or more than 10% of the aggregate of the nominal amounts
                                               of all the voting shares in the company; or
                                         (b)   equal to or more than 5% of the aggregate of the nominal amounts
                                               of all the voting shares in the company where such person is the
                                               largest shareholder of the company
                                         For the purpose of this definition, “interest in shares” shall have the
                                         same meaning given in Section 6A of the Act
                                         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 SEB or any other company which is its subsidiary
                                         or holding company




                                                        -i-
“Naungan Pertiwi”               :   Naungan Pertiwi Sdn Bhd (Company No. 558753-P)

“Persons Connected”             :   This shall have the same meaning as in Chapter 1, Paragraph 1.01 of the
                                    Listing Requirements

“PPLS PG”                       :   PPLS Power Generation Sdn Bhd (Company No. 591673-M)

“Proposals” or “Mandates”       :   Proposed Shareholders’ Mandate and Proposed General Mandate

“Proposed General Mandate”      :   Proposed renewal of general mandate for the provision of financial
                                    assistance to Related Parties as allowed under Paragraph 5.0 of Practice
                                    Note 14

“Proposed Shareholders’         :   The proposed renewal of and new shareholders’ mandates for the SEB
Mandate”                            Group to enter into recurrent related party transactions of a revenue or
                                    trading nature

“related party transaction”     :   A transaction entered into by SEB or its subsidiaries, which involves the
                                    interest, direct or indirect, of a Related Party

“RRPT”                          :   Recurrent related party transactions of a revenue or trading nature which
                                    is necessary for the day-to-day operations of SEB Group and which has
                                    been made or will be made by SEB Group at least once in three (3) years
                                    in the ordinary course of business of SEB Group

“Recurrent Transactions”        :   RRPT and the provision of financial assistance

“Related Parties”               :   Directors, Major Shareholders or Persons Connected with such directors
                                    or major shareholders

“Rules of Bursa Securities”     :   Rules of Bursa Securities including any amendment thereto that may be
                                    made from time to time

“Sacofa”                        :   Sacofa Sdn Bhd (Company No. 552905-P)

“SAINS”                         :   Sarawak Information Systems Sdn Bhd (Company No. 213181-W)

“Sarawak Coal Resources”        :   Sarawak Coal Resources Sdn Bhd (Company No. 708793-D)

“Sarawak Energy Services”       :   Sarawak Energy Services Sdn Bhd (Company No. 394636-X)

“Sarawak Specialist Hospital”   :   Sarawak Specialist Hospital & Medical Centre Sdn Bhd
                                    (Company No. 553070-M)

“SEB” or “Company”              :   Sarawak Energy Berhad (Company No. 007199-D)

“SECSB”                         :   Sarwaja Engineering & Construction Sdn Bhd
                                    (Company No. 312734-V)




                                                 - ii -
“SESCO”                             :   Syarikat SESCO Berhad (Company No. 672931-A)

“SESCO-EFACEC”                      :   SESCO-EFACEC Sdn Bhd (Company No. 477157-T)

“SESCO-Eng”                         :   SESCO Engineering Sdn Bhd (Company No. 557647-D)

“Shell Timur”                       :   Shell Timur Sdn Bhd (Company No. 113304-H)

“SHPG”                              :   Sarawak Hydro Power Generation Sdn Bhd (Company No. 771869-W)

“SPC”                               :   Sejingkat Power Corporation Sdn Bhd (Company No. 277222-W)

“SPG”                               :   Sarawak Power Generation Sdn Bhd (Company No. 305106-D)

“State Government” or “SGS”         :   State Government of Sarawak

“STSB”                              :   Sarwaja Timur Sdn Bhd (Company No. 312748-V)

“Transnational”                     :   Transnational Insurance Brokers (M) Sdn Bhd (Company No. 25826-W)

“Universal Cable”                   :   Universal Cable (Sarawak) Sdn Bhd (Company No. 060048-A)

“Validity Period”                   :   The validity period of the Mandates commencing 27 June 2008 until :-
                                        (a)   the conclusion of the next AGM following the forthcoming AGM
                                              at which the Mandates are passed, unless renewed by a resolution
                                              passed at a general meeting of the Company; or
                                        (b)   the expiration of the period during which the next AGM (following
                                              the forthcoming AGM at which the Mandates are passed) is
                                              required to be held in accordance with the Act (but shall not extend
                                              to such extension as may be allowed pursuant to Section 143(2) of
                                              the Act); or
                                        (c)   the revocation or variation to the Mandates passed by the
                                              shareholders at a general meeting,
                                        whichever is the earlier.



Words importing the singular shall, where applicable, include the plural and vice versa, and words importing
the masculine gender shall, where applicable, include the feminine and neuter genders. Words importing
persons include corporations.

Any reference to any enactment is a reference to that enactment as for the time being amended or re-enacted.
Any word defined under the Act and used in this circular shall have the meaning assigned to it under the Act.

Any reference to a time of day shall be a reference to Malaysian time.




                                                      - iii -
CONTENTS
                                                                                                                Page

1.   INTRODUCTION                                                                                                1

         PART I – PROPOSED RENEWAL OF AND NEW SHAREHOLDERS’
       MANDATES FOR RECURRENT RELATED PARTY TRANSACTIONS OF A
         REVENUE OR TRADING NATURE AND PROPOSED RENEWAL OF
        GENERAL MANDATE FOR PROVISION OF FINANCIAL ASSISTANCE


2.   DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE AND
     PROPOSED GENERAL MANDATE................................................................................    2

     2.1      Provisions Under the Listing Requirements                                                          2

     2.2      Nature of the Recurrent Transactions contemplated under the Mandate and
              the Related Parties                                                                                3

              2.2.1      Existing Mandates                                                                       5

              2.2.2      New Mandates                                                                            10

     2.3      Review Procedures of the Recurrent Transactions                                                    14

     2.4      Rationale and Benefits of the Mandates                                                             15

     2.5      Audit Committee’s Statement                                                                        15


3.   INTERESTED DIRECTORS’ AND INTERESTED MAJOR SHAREHOLDERS                                                     15

     3.1      Interested Directors                                                                               15

     3.2      Interested Major Shareholders                                                                      16


4.   CONDITIONALITY OF THE PROPOSED SHAREHOLDERS’ MANDATE AND
     PROPOSED GENERAL MANDATE                                                                                    16

     PART II – PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
                            OF THE COMPANY

5.   DETAILS OF THE PROPOSED AMENDMENTS..........................................................                16

     5.1      Rationale of the Proposed Amendments                                                               16

     5.2      Conditionality of the Proposed Amendments                                                          17

     5.3      Directors’ and Major Shareholders’ Interests                                                       17

6.   DIRECTORS’ RECOMMENDATION                                                                                   17


7.   ANNUAL GENERAL MEETING                                                                                      17


8.   FURTHER INFORMATION                                                                                         18

     APPENDIX – I. Further Information

                      II. Proposed Amendments to the Articles of Association of the
                          Company
                                                           - iv -
                    SARAWAK ENERGY BERHAD
                                            (Company No. 007199-D)
                                               (Incorporated in Malaysia)


                                                                                           Registered Office
                                                                                           4th Floor, Wisma SESCO
                                                                                           Petra Jaya 93673
                                                                                           Kuching, SARAWAK

                                                                                           5 June 2008

Directors

Datuk Abdul Hamed bin Sepawi                     (Chairman, Independent Non-Executive Director)
Tan Sri Datuk Amar Haji Abdul Aziz
 bin Dato Haji Husain                            (Group Managing Director, Executive Director)
Datuk Amar Wilson Baya Dandot                    (Non-Independent Non-Executive Director)
Senator Dato’ Haji Idris bin Haji Buang          (Senior Independent Non-Executive Director)
Datuk Fong Joo Chung                             (Non-Independent Non-Executive Director)
Dato’ Nordin bin Baharuddin                      (Independent Non-Executive Director)


To:           The Shareholders of Sarawak Energy Berhad

Dear Sir/Madam

      (I)           PROPOSED RENEWAL OF AND NEW SHAREHOLDERS’ MANDATES FOR
                    RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING
                    NATURE AND PROPOSED RENEWAL OF GENERAL MANDATE FOR PROVISION
                    OF FINANCIAL ASSISTANCE

      (II)          PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE
                    COMPANY


1.          INTRODUCTION

            On 16 May 2002, the Company had obtained a waiver from Bursa Securities from having to make
            immediate announcements and obtain shareholders’ mandate in respect of RRPT which SEB and/or its
            subsidiary companies may enter into with the State Government, State Government bodies and/or
            Persons Connected with them (“State Government Bodies”), subject to the following conditions:-

            (i)     the provisions of goods or services by or to the State Government Bodies is based on a fixed
                    price or graduated scale which is published or publicly quoted to all customers or classes of
                    customers;

            (ii)    the prices chargeable to the Company are:-

                    •   in the case of provision of RRPT by the Company, no lower than the prevailing market price
                        of such goods or services,
                    •   in the case of receipt of RRPT by the Company, no higher than the prevailing market price of
                        such goods or services,

            (iii)   the material terms of the RRPT are applied consistently to all customers or classes of customers
                    in respect of such RRPT, i.e. there is no preferential treatment accorded to the Related Parties;

            (iv)    the entry into or renewal of tenancy for rental of land is not more than three (3) years and the
                    terms are supported by independent valuation.




                                                           -1-
     The Board of Directors had on 27 June 2007 obtained shareholders’ mandate for SEB and/or its
     subsidiary companies to enter into RRPT and general mandate for the provision of financial assistance,
     which are necessary for the day-to-day operations of SEB and/or its subsidiary companies in the ordinary
     course of business, at arms’ length and on normal commercial terms which are not more favourable to
     the Related Parties than those generally available to the public. The approval shall in accordance with the
     Listing Requirements lapse at the conclusion of the forthcoming AGM of the Company unless approval
     for its renewal is obtained from the shareholders of the Company.

     SEB had on 21 May 2008 announced that the Board of Directors proposes to seek approval from its
     shareholders for the Mandates, the details of which are set out in Section 2 below.

     The purpose of this circular is to provide you with information on the Mandates and to seek your
     approval on the ordinary resolutions to be tabled at the AGM to be held on 27 June 2008.


PART I – PROPOSED RENEWAL OF AND NEW SHAREHOLDERS’ MANDATES FOR
RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE AND
PROPOSED RENEWAL OF GENERAL MANDATE FOR PROVISION OF FINANCIAL
ASSISTANCE


2.   DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE AND PROPOSED GENERAL
     MANDATE

     2.1     Provisions Under the Listing Requirements

             Pursuant to Paragraph 10.09, Chapter 10 of the Listing Requirements, a listed issuer may seek a
             shareholders’ mandate in respect of related party transactions involving recurrent transactions of
             a revenue or trading nature which are necessary for its day-to-day operations subject to the
             following:-

             (a)    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;

             (b)    the shareholders’ mandate is subject to annual renewal and disclosure is made in the
                    annual report of the aggregate value of transactions conducted pursuant to the
                    shareholders’ mandate during the financial year where the aggregate value is equal to or
                    exceeds the applicable prescribed threshold under Paragraph 2.1 of Practice Note No.
                    12/2001 (“PN12”);

             (c)    the listed issuer’s circular to shareholders for the shareholders mandate shall include the
                    information set out in Part B of Appendix 10D and Appendix PN12/2001-A of PN12. The
                    draft circular must be submitted to Bursa Securities together with a checklist showing
                    compliance with Part B of Appendix 10D and Appendix PN12/2001-A of PN12; and

             (d)    in a meeting to obtain shareholders’ mandate, the interested director, interested major
                    shareholder or interested Person Connected with a director or major shareholder; and
                    where it involves the interest of an interested Person Connected with a director or major
                    shareholder, such director or major shareholder, must not vote on the resolution
                    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.

             Paragraph 5.0 of Practice Note No. 14/2002 (“PN14”) which took effect on 1 January 2003
             stipulates that notwithstanding Paragraph 4.2(d) of PN12 and subject to Paragraph 10.09 of the
             Listing Requirements and other provisions of PN12, a listed issuer may also seek a general
             mandate for the provision of financial assistance to its Related Parties as follows:-

             (aa) the pooling of funds within the listed issuer’s group of companies via a centralised
                  treasury management function or such similar arrangements which entails the provision of
                  financial assistance by the listed issuer and/or its unlisted subsidiaries on a short or
                  medium term basis provided that:-



                                                    -2-
            •   the listed issuer in seeking such a mandate in accordance with Paragraphs 8.23 and
                10.09 of the Listing Requirements, must include in its circular, in addition to such
                other information as prescribed under the Listing Requirements, the estimated
                amounts or value of financial assistance (“the Estimate”); and

            •   if the actual amount of financial assistance provided or rendered exceeds the Estimate,
                the listed issuer must make an immediate announcement of the same. If the
                percentage ratio of the amount of financial assistance provided or rendered in excess
                of the Estimate is 5% or more, the listed issuer must comply with Paragraph 10.08 of
                the Listing Requirements.

            For the purposes of this paragraph:-

            •   “short or medium term basis” shall mean for a duration not exceeding three (3) years;
                and
            •   “group of companies” shall mean the subsidiaries, associated companies of the listed
                issuer and the listed issuer’s immediate holding company which is listed.

      (bb) provision of guarantee, indemnity or such other collateral to or in favour of another
           person which is necessary in order to procure a contract or secure work from the other
           person or to enable the other person to commence and/or complete a contract or work for
           the listed issuer or its subsidiaries;

      (cc) provision of financial assistance in respect of the business of:-

            •   leasing, factoring or hire purchase carried out by a listed issuer or its unlisted
                subsidiaries; or
            •   share financing or share margin financing carried out by a listed issuer or its unlisted
                subsidiaries which is a participating organisation as defined in the Rules of Bursa
                Securities; or
            •   such other similar business that may be determined by Bursa Securities.

      The Mandates, if approved by the shareholders at the forthcoming AGM, shall be subject to
      annual renewal. Any authority conferred by shareholders in respect of the Mandates shall only
      be in force until the conclusion of the next AGM (following the forthcoming AGM at which the
      Mandates are passed) of the Company or the expiration of the period within which the next
      AGM (following the forthcoming AGM at which the Mandates are passed) is required to be held
      in accordance with the Act, whichever is the earlier, unless revoked or varied by ordinary
      resolution of the shareholders of the Company in general meeting.

      Disclosure will be made in the annual report of the Company of the aggregate value of the
      Recurrent Transactions conducted pursuant to the Mandates during the financial year and in
      the annual report for the subsequent financial year during which the Mandates are in force.

2.2   Nature of the Recurrent Transactions contemplated under the Mandates and the Related
      Parties

      SEB is primarily an investment holding company whose subsidiaries are involved in the
      following principal activities:-

      •   investment holding
      •   generation, transmission, distribution and sale of electricity
      •   power generation
      •   manufacture, fabrication, galvanizing and sale of steel structures

      The principal activities of each of the subsidiaries of SEB are outlined in page 4 of this circular.




                                             -3-
                                                                                        Equity interest
     Name of Subsidiaries                                Principal activities
                                                                                             (%)
     Direct subsidiaries of the Company:
     SESCO *                                     Generation, transmission,                  100.00
                                                 distribution and sale of electricity
     SPG                                         Power generation                           100.00
     SPC                                         Power generation                           100.00**
     STSB                                        Manufacture, fabrication,                  100.00***
                                                 galvanising and sale of steel
                                                 structures
     SHPG#                                       Power generation                           100.00
     Dasar Untung Sdn Bhd                        Investment holding                         100.00
     Dunlop Agro-Management Sdn Bhd              Investment holding                         100.00
     DEH                                         Investment holding, property               100.00
                                                 holding and development
     Dunlop Properties Sdn Bhd                    Investment holding                        100.00
     MPG                                         Construction Power Plant                   100.00
     Naungan Pertiwi##                           Dormant                                    100.00
     Subsidiary of STSB
     SECSB                                       Undertake engineering and                  100.00
                                                 construction projects
     Subsidiaries of SESCO*
     SESCO-Eng                                   Mechanical, electrical and                 70.00
                                                 electronic engineering and
                                                 contracting
     SESCO-EFACEC                                Manufacturing of transformers and          51.00
                                                 switch gears and contracting
                                                 electrical works
     Sarawak Energy Services                     Provision of management services,          100.00
                                                 operation and maintenance of
                                                 power stations and contracting
     PPLS PG                                     Power generation                           100.00

*        SESCO is a wholly-owned subsidiary of SEB with one Special Rights Redeemable Preference Share
         held by the State Financial Secretary Inc.
**       Being the direct shareholdings of 50.82% of SEB and 49.18% deemed interest held through SESCO
         by virtue of Section 6A(4) of the Act.
***      Being the direct shareholdings of 77.71% of SEB and 22.29% deemed interest held through SESCO
         by virtue of Section 6A(4) of the Act.
#
         On 5 November 2007, the Company acquired100.0% equity interest in Sarawak Hydro Power
         Generation Sdn. Bhd., a company incorporated in Malaysia for a total cash consideration of
         RM2.00.
##
         On 5 December 2007, the Company acquired 60.0% equity interest in Naungan Pertiwi Sdn. Bhd.
         and another 40.0% from a non-related party, Daya Perumahan Sdn. Bhd. for a total cash
         consideration of RM454,800.

SEB and/or its subsidiaries has before and after the coming into effect of Paragraph 10.09 of the
Listing Requirements and PN14, entered into certain Recurrent Transactions in the ordinary
course of business and it is anticipated that SEB and/or its subsidiaries would, in the normal
course of business, continue to enter into such Recurrent Transactions with the classes of related
parties as set out in pages 5 to 12 of this circular.




                                           -4-
2.2.1   Existing Mandates

        The Mandates will apply to the Recurrent Transactions entered into or to be entered into by SEB and/or
        its subsidiary companies with the following classes of Related Parties, details of which are as follows:-

(I)     Renewal of existing shareholders’ mandate for RRPT and provision of financial assistance involving
        the interests of the State Government:

                                                                                                    @Estimated
                         Party(ies) with
                                                                                                   Amount during
                              whom
 Nature/Frequency                                Related                                            the Validity
                          Transactions                                Interested Party(ies)
  of Transactions                               Party(ies)                                          Period of the
                         will be carried
                                                                                                     Mandates
                               out
                                                                                                       (RM)
(1) Rental of           DEH                 Transnational(b)      Interested Major                         26,380
    premises charged                                              Shareholder(a)
    by SEB and/or its                                             State Government
    subsidiaries, on
    monthly basis(aa)                                             Interested Directors(c)
                                                                  Datuk Amar Wilson Baya
                                                                   Dandot
                                                                  Datuk Fong Joo Chung
                                                                  Dato Sri Ahmad Tarmizi bin
                                                                   Haji Sulaiman
(2) Provision of      (i) SPC               Gobel(b)              Interested Major                      1,000,000
    construction                                                  Shareholder(a)
    works,            (ii) PPLS PG                                State Government                      2,000,000
    machinery
    supply, transport                                             Interested Directors(c)
    service and                                                   Datuk Amar Wilson Baya
    manpower                                                       Dandot
    supply to SEB                                                 Datuk Fong Joo Chung
    and/or its                                                    Dato Sri Ahmad Tarmizi bin
    subsidiaries, as                                               Haji Sulaiman
    and when
    required
(3) Rental of           SPC                 Gobel(b)              Interested Major                          52,800
    premises charged                                              Shareholder(a)
    to SEB and/or its                                             State Government
    subsidiaries, on
    monthly basis(bb)                                             Interested Directors(c)
                                                                  Datuk Amar Wilson Baya
                                                                   Dandot
                                                                  Datuk Fong Joo Chung
                                                                  Dato Sri Ahmad Tarmizi bin
                                                                   Haji Sulaiman

(4) Sale of dry ash     PPLS PG             Gobel(b)              Interested Major                        150,000
    by SEB and/or its                                             Shareholder(a)
    subsidiaries, as                                              State Government
    and when
    required                                                      Interested Directors(c)
                                                                  Datuk Amar Wilson Baya
                                                                   Dandot
                                                                  Datuk Fong Joo Chung
                                                                  Dato Sri Ahmad Tarmizi bin
                                                                   Haji Sulaiman




                                                       -5-
                                                                                                 @Estimated
                         Party(ies) with
                                                                                                Amount during
                              whom
 Nature/Frequency                                Related                                         the Validity
                          Transactions                                Interested Party(ies)
  of Transactions                               Party(ies)                                       Period of the
                         will be carried
                                                                                                  Mandates
                               out
                                                                                                    (RM)
(5) Sale of steel       STSB               (i) Sacofa(b)           Interested Major                  2,000,000
    related products                           and/or its          Shareholder(a)
    by SEB and/or its                          subsidiaries        State Government
    subsidiaries,
    upon demand                            (ii) Universal          Interested Directors(c)          1,000,000
                                                Cable(b)           Datuk Amar Wilson Baya
                                                                    Dandot
                                                                   Datuk Fong Joo Chung
                                                                   Dato Sri Ahmad Tarmizi bin
                                                                    Haji Sulaiman
(6) Rental of           SESCO and/or        Sacofa(b) and/or its   Interested Major                    15,000
    premises charged    its subsidiaries    subsidiaries           Shareholder(a)
    by SEB and/or its                                              State Government
    subsidiaries(cc)
                                                                   Interested Directors(c)
                                                                   Datuk Amar Wilson Baya
                                                                    Dandot
                                                                   Datuk Fong Joo Chung
                                                                   Dato Sri Ahmad Tarmizi bin
                                                                    Haji Sulaiman
(7) Rental of           STSB               Brooke                  Interested Major                   234,000
    premises charged                       Dockyard(b)             Shareholder(a)
    by SEB and/or its                                              State Government
    subsidiaries, on
    monthly basis(dd)                                              Interested Directors(c)
                                                                   Datuk Amar Wilson Baya
                                                                    Dandot
                                                                   Datuk Fong Joo Chung
                                                                   Dato Sri Ahmad Tarmizi bin
                                                                    Haji Sulaiman
(8) Interest on         SESCO and/or       Genesis Force(b)        Interested Major                   100,000
    advances payable    its subsidiaries                           Shareholder(a)
    to SEB and/or its                                              State Government
    subsidiaries, on
    quarterly basis +                                              Interested Directors(c)
                                                                   Datuk Amar Wilson Baya
                                                                    Dandot
                                                                   Datuk Fong Joo Chung
                                                                   Dato Sri Ahmad Tarmizi bin
                                                                    Haji Sulaiman
(9) Rental of land      SESCO and/or       SESCO-                  Interested Major                   300,000
    charged by SEB      its subsidiaries   EFACEC(b)               Shareholder(a)
    and/or its                                                     State Government
    subsidiaries(ee)
                                                                   Interested Directors(c)
                                                                   Datuk Amar Wilson Baya
                                                                    Dandot
                                                                   Datuk Fong Joo Chung
                                                                   Dato Sri Ahmad Tarmizi bin
                                                                    Haji Sulaiman




                                                     -6-
                                                                                                 @Estimated
                         Party(ies) with
                                                                                                Amount during
                              whom
 Nature/Frequency                                Related                                         the Validity
                          Transactions                                Interested Party(ies)
  of Transactions                               Party(ies)                                       Period of the
                         will be carried
                                                                                                  Mandates
                               out
                                                                                                    (RM)
(10) Payment of          SESCO and/or       BHMF(b)                Interested Major                  4,500,000
     housing loan        its subsidiaries                          Shareholder(a)
     interest by SEB                                               State Government
     and/or its
     subsidiaries, on                                              Interested Directors(c)
     monthly basis #                                               Datuk Amar Wilson Baya
                                                                    Dandot
                                                                   Datuk Fong Joo Chung
                                                                   Dato Sri Ahmad Tarmizi bin
                                                                    Haji Sulaiman
(11) Rental of           Sarawak Energy     Sarawak Coal           Interested Major                    21,600
     premises            Services           Resources(b)           Shareholder(a)
     charged by SEB                         and/or its             State Government
     and/or its                             subsidiaries
     subsidiaries, on                                              Interested Directors(c)
     monthly basis(ff)                                             Datuk Amar Wilson Baya
                                                                    Dandot
                                                                   Datuk Fong Joo Chung
                                                                   Dato Sri Ahmad Tarmizi bin
                                                                    Haji Sulaiman
(12) Rental of           Sarawak Energy     Sarawak Specialist     Interested Major                    19,200
     premises charged    Services           Hospital(b)            Shareholder(a)
     by SEB and/or its                                             State Government
     subsidiaries, on
     monthly basis(gg)                                             Interested Directors(c)
                                                                   Datuk Amar Wilson Baya
                                                                    Dandot
                                                                   Datuk Fong Joo Chung
                                                                   Dato Sri Ahmad Tarmizi bin
                                                                    Haji Sulaiman
(13) Provision of        SESCO and/or       Sarawak Specialist     Interested Major                50,000,000
     contract and        its subsidiaries   Hospital(b)            Shareholder(a)
     related works by                                              State Government
     SEB and/or its
     subsidiaries for                                              Interested Directors(c)
     the development                                               Datuk Amar Wilson Baya
     and construction                                               Dandot
     of the Sarawak                                                Datuk Fong Joo Chung
     International                                                 Dato Sri Ahmad Tarmizi bin
     Medical Centre                                                 Haji Sulaiman
     on project basis
(14) Rental of fibre     SESCO and/or       Sacofa(b) and/or its   Interested Major                 4,000,000
     optic cable and     its subsidiaries   subsidiaries           Shareholder(a)
     infrastructure                                                State Government
     charged to SEB
     and/or its                                                    Interested Director(c)
     subsidiaries, on                                              Datuk Amar Wilson Baya
     monthly basis                                                  Dandot
                                                                   Datuk Fong Joo Chung
                                                                   Dato Sri Ahmad Tarmizi bin
                                                                    Haji Sulaiman




                                                      -7-
                                                                                                     @Estimated
                           Party(ies) with
                                                                                                    Amount during
                                whom
 Nature/Frequency                                    Related                                         the Validity
                            Transactions                                  Interested Party(ies)
  of Transactions                                   Party(ies)                                       Period of the
                           will be carried
                                                                                                      Mandates
                                 out
                                                                                                        (RM)
(15) Rental of fibre      SESCO and/or          Sacofa(b) and/or its   Interested Major                  4,000,000
     optic cable and      its subsidiaries      subsidiaries           Shareholder(a)
     infrastructure                                                    State Government
     charged by SEB
     and/or its                                                        Interested Director(c)
     subsidiaries, on                                                  Datuk Amar Wilson Baya
     monthly basis                                                      Dandot
                                                                       Datuk Fong Joo Chung
                                                                       Dato Sri Ahmad Tarmizi bin
                                                                        Haji Sulaiman
(16) Sales of cable       (i) SESCO and/or      Universal Cable(b)     Interested Major               200,000,000
     and conductor,          its subsidiaries                          Shareholder(a)
     electrical                                                        State Government
     equipment and        (ii) STSB                                                                     5,000,000
     accessories and                                                   Interested Director(c)
     related materials,   (iii) SPC                                    Datuk Amar Wilson Baya             200,000
     provision of                                                       Dandot
     electrical,                                                       Datuk Fong Joo Chung
     mechanical and                                                    Dato Sri Ahmad Tarmizi bin
     related works to                                                   Haji Sulaiman
     SEB and/or its
     subsidiaries, as
     and when
     required
(17) Purchase of          (i) SPC               Shell Timur(b)         Interested Major                 2,000,000
     diesel and                                                        Shareholder(a)
     lubricant oil by     (ii) PPLS PG                                 State Government                 2,000,000
     SEB and/or its
     subsidiaries, as     (iii) MPG                                    Interested Director(c)           6,000,000
     and when                                                          Datuk Amar Wilson Baya
     required                                                           Dandot
                                                                       Datuk Fong Joo Chung
                                                                       Dato Sri Ahmad Tarmizi bin
                                                                        Haji Sulaiman
(18) Purchase of coal     (i) PPLS PG           Sarawak Coal           Interested Major                54,000,000
     and related                                Resources(b)           Shareholder(a)
     materials/           (ii) SPC              and/or its             State Government                64,000,000
     services by SEB                            subsidiaries
     and/or its           (iii) MPG                                    Interested Director(c)          57,000,000
     subsidiaries, as                                                  Datuk Amar Wilson Baya
     and when                                                           Dandot
     required                                                          Datuk Fong Joo Chung
                                                                       Dato Sri Ahmad Tarmizi bin
                                                                        Haji Sulaiman
(19) Purchase of coal     PPLS PG               Genesis Force(b)       Interested Major                54,000,000
     and related                                                       Shareholder(a)
     materials/                                                        State Government
     services by SEB
     and/or its                                                        Interested Director(c)
     subsidiaries, as                                                  Datuk Amar Wilson Baya
     and when                                                           Dandot
     required                                                          Datuk Fong Joo Chung
                                                                       Dato Sri Datu Ahmad
                                                                        Tarmizi bin Haji Sulaiman




                                                          -8-
                                                                                              @Estimated
                           Party(ies) with
                                                                                             Amount during
                                whom
 Nature/Frequency                                 Related                                     the Validity
                            Transactions                           Interested Party(ies)
  of Transactions                                Party(ies)                                   Period of the
                           will be carried
                                                                                               Mandates
                                 out
                                                                                                 (RM)
(20) Rental of land       STSB               Brooke             Interested Major                     30,000
     charged by SEB                          Dockyard(b)        Shareholder(a)
     and/or its                                                 State Government
     subsidiaries (hh)
                                                                Interested Director(c)
                                                                Datuk Amar Wilson Baya
                                                                 Dandot
                                                                Datuk Fong Joo Chung
                                                                Dato Sri Ahmad Tarmizi bin
                                                                 Haji Sulaiman
(21) Sales of             SESCO and/or its   SESCO-Eng(b)       Interested Major                55,000,000
     equipment/           subsidiaries                          Shareholder(a)
     engine spare                                               State Government
     parts, provision
     of project                                                 Interested Director(c)
     consultancy,                                               Datuk Amar Wilson Baya
     manpower and                                                Dandot
     services to SEB                                            Datuk Fong Joo Chung
     and/or its                                                 Dato Sri Ahmad Tarmizi bin
     subsidiaries, as                                            Haji Sulaiman
     and when
     required
(22) Sales of             SESCO and/or its   SESCO-             Interested Major                30,000,000
     electrical           subsidiaries       EFACEC(b)          Shareholder(a)
     equipment and                                              State Government
     related materials,
     provision of                                               Interested Director(c)
     services/ contract                                         Datuk Amar Wilson Baya
     works to SEB                                                Dandot
     and/or its                                                 Datuk Fong Joo Chung
     subsidiaries, as                                           Dato Sri Ahmad Tarmizi bin
     and when                                                    Haji Sulaiman
     required
(23) Provision of         (i) SPG            Transnational(b)   Interested Major                   200,000
     Insurance                                                  Shareholder(a)
     Brokerage            (ii) SPC                              State Government                   200,000
     Service to SEB
     and/or its           (iii) MPG                             Interested Directors(c)            200,000
     subsidiaries,                                              Datuk Amar Wilson Baya
     annually             (iv) SESCO                             Dandot                          4,000,000
                              and/or its                        Datuk Fong Joo Chung
                              subsidiaries                      Datu Ahmad Tarmizi bin
                                                                 Haji Sulaiman
(24) Purchase and         (i) SPG            SAINS(b)           Interested Major                   200,000
     maintenance of                                             Shareholder(a)
     IT hardware and      (ii) SPC                              State Government                   200,000
     software by SEB
     and/or its           (iii) MPG                             Interested Directors(c)            200,000
     subsidiaries, as                                           Datuk Amar Wilson Baya
     and when             (iv) SESCO                             Dandot                          6,000,000
     required                 and/or its                        Datuk Fong Joo Chung
                              subsidiaries                      Datu Ahmad Tarmizi bin
                                                                 Haji Sulaiman




                                                        -9-
(II)       Renewal of existing shareholders’ mandate for RRPT involving the interests of certain Directors:

                                 Party(ies) with                                                    @Estimated
                                      whom                                                         Amount during
      Nature/Frequency of                                Related
                                  Transactions                             Interested Party(ies)    the Validity
         Transactions                                   Party(ies)
                                 will be carried                                                    Period of the
                                       out                                                         Mandates (RM)
(1) Rental of premises          SEB                 Custodev Dua(d)      Interested Director (c)          241,164
    charged to SEB, on                                                   Datuk Abdul Hamed bin
    monthly basis(ii)                                                     Sepawi


(2) Provision of insurance      (i) SEB             Insurepro(d)         Interested Director(c)                400,000
    brokerage service to                                                 Tan Sri Datuk Amar Haji
    SEB and/or its              (ii) SPG                                  Abdul Aziz bin Dato                  600,000
    subsidiaries, annually                                                Haji Husain
                                (iii) SPC                                                                      200,000

                                (iv) STSB                                                                      180,000

                                (v) MPG                                                                        200,000

                                (vi) SESCO                                                                    2,000,000
                                     and/or its
                                     subsidiaries

2.2.2      New Mandates

           The proposed new Mandates will apply to the Recurrent Transactions entered into or to be entered into
           by SEB and/or its subsidiary companies with the following classes of Related Parties, details of which
           are as follows:-

(I)        New RRPT involving the interests of the State Government:

                             Party(ies) with                                                        @Estimated
                                  whom                                                             Amount during
Nature/Frequency of                                  Related
                              Transactions                               Interested Party(ies)      the Validity
   Transactions                                     Party(ies)
                             will be carried                                                        Period of the
                                   out                                                             Mandates (RM)
(1) Provision of            (i) SEB            Transnational(b)       Interested Major                    200,000
    insurance                                                         Shareholder(a)
    brokerage service       (ii) PPLS PG                              State Government                        200,000
    to SEB and/or its
    subsidiaries,                                                     Interested Directors(c)
    annually                                                          Datuk Amar Wilson Baya
                                                                       Dandot
                                                                      Datuk Fong Joo Chung
                                                                      Datu Ahmad Tarmizi bin
                                                                       Haji Sulaiman
(2) Purchase and            (i) SEB            SAINS(b)               Interested Major                        200,000
    maintenance of                                                    Shareholder(a)
    IT hardware and         (ii) PPLS PG                              State Government                        200,000
    software by SEB
    and/or its                                                        Interested Directors(c)
    subsidiaries, as                                                  Datuk Amar Wilson Baya
    and when                                                           Dandot
    required                                                          Datuk Fong Joo Chung
                                                                      Datu Ahmad Tarmizi bin
                                                                       Haji Sulaiman




                                                        - 10 -
                         Party(ies) with                                                     @Estimated
                              whom                                                          Amount during
Nature/Frequency of                              Related
                          Transactions                              Interested Party(ies)    the Validity
   Transactions                                 Party(ies)
                         will be carried                                                     Period of the
                               out                                                          Mandates (RM)
(3) Provision of         MPG                Gobel(b)             Interested Major                1,000,000
    construction                                                 Shareholder(a)
    works,                                                       State Government
    machinery
    supply, transport                                            Interested Directors(c)
    service,                                                     Datuk Amar Wilson Baya
    manpower                                                      Dandot
    supply and ash                                               Datuk Fong Joo Chung
    handling services                                            Datu Ahmad Tarmizi bin
    to SEB and/or its                                             Haji Sulaiman
    subsidiaries, as
    and when
    required
(4) Sales of cable       (i) PPLS PG        Universal Cable(b)   Interested Major                 200,000
    and conductor,                                               Shareholder(a)
    electrical           (ii) MPG                                State Government                 200,000
    equipment and
    accessories and                                              Interested Directors(c)
    related materials,                                           Datuk Amar Wilson Baya
    provision of                                                  Dandot
    electrical,                                                  Datuk Fong Joo Chung
    mechanical and                                               Datu Ahmad Tarmizi bin
    related works to                                              Haji Sulaiman
    SEB and/or its
    subsidiaries, as
    and when
    required
(5) Rental of land for   SESCO and/or       Sacofa(b) and/or     Interested Major                  12,000
    erection of          its subsidiaries   its subsidiaries     Shareholder(a)
    telecommunica-                                               State Government
    tion tower
    charged by SEB                                               Interested Directors(c)
    and/or its                                                   Datuk Amar Wilson Baya
    subsidiaries, on                                              Dandot
    monthly basis (jj)                                           Datuk Fong Joo Chung
                                                                 Datu Ahmad Tarmizi bin
                                                                  Haji Sulaiman
(6) Provision of         SEB and/or its     SESCO-Eng(b)         Interested Major                7,000,000
    project              subsidiaries                            Shareholder(a)
    consultancy,                                                 State Government
    manpower and
    services to SEB                                              Interested Directors(c)
    and/or its                                                   Datuk Amar Wilson Baya
    subsidiaries, as                                              Dandot
    and when                                                     Datuk Fong Joo Chung
    required                                                     Datu Ahmad Tarmizi bin
                                                                  Haji Sulaiman




                                                       - 11 -
(II)       New RRPT involving the interests of certain Directors:

                           Party(ies) with                                                       @Estimated
                                whom                                                            Amount during
Nature/Frequency of                                Related
                            Transactions                               Interested Party(ies)     the Validity
   Transactions                                   Party(ies)
                           will be carried                                                       Period of the
                                 out                                                            Mandates (RM)
(1) Provision of          PPLS PG             InsurePro(d)          Interested Director(c)              200,000
    insurance                                                       Tan Sri Datuk Amar Haji
    brokerage service                                                Abdul Aziz bin Dato Haji
    to SEB and/or its                                                Husain
    subsidiaries,
    annually

Notes :-

@      The values are based on estimates by management of the Company for transactions to be entered into
       with the Related Parties over the period that the Mandates are in force. Actual transaction values may
       differ from the stated values and will be stated in the Company’s annual report.

The details of the land/premises rented are as follows:-

(aa) DEH to Transnational: Level 16, Unit 16-03, Menara MSC Cyberport, No. 5 Jalan Bukit Meldrum,
     Tanjung Puteri, 80300 Johor Bahru, measuring 1,374 sq ft, at a monthly rental of RM2,198.40

(bb)   SPC to Gobel: Eight (8) units of Twin Room Staff Quarters situated at Kampung Goebilt, Off Jalan Bako,
       93050 Kuching, Sarawak, measuring approximately 500 sq metres, at a monthly rental of RM4,400 /-

(cc)   SESCO and/or its subsidiaries to Sacofa and or its subsidiaries: Part of Lower Ground Floor of Wisma
       SESCO at Lot 2677 Block 18 Salak LD, Jalan Bako, Petra Jaya 93673 Kuching, measuring 700 sq feet,
       at a monthly rental of RM1,250/-

(dd)   STSB to Brooke Dockyard: Fabrication Warehouse No. 2, Lot 342, Block 8 MTLD, Jalan Kampung
       Sejingkat, 93050 Kuching, measuring 29,600 sq ft at a monthly rental of RM19,500/-

(ee)   SESCO and/or its subsidiaries to SESCO-EFACEC: Lot 755, Block 64, KTLD at Jalan Sg. Priok, Off
       Pending Road 93400 Kuching, measuring 2.356 acres, at a monthly rental of RM25,000/-

(ff)   Sarawak Energy Services to Sarawak Coal Resources and/or its subsidiaries: Third Floors of the two
       units of shophouses at Lots 360 and 361, Block 5 KTLD, Kuching, measuring 2,200 sq ft, at a monthly
       rental of RM1,800/-

(gg)   Sarawak Energy Services to Sarawak Specialist Hospital: Second Floors of the two units of shophouses
       at Lots 360 and 361, Block 5 KTLD, Kuching, measuring 2,400 sq ft, at a monthly rental of RM1,600/-

(hh)   STSB to Brooke Dockyard: Lot 342, Block 8 MTLD, Jalan Kampung Sejingkat, 93050 Kuching,
       measuring 34,000 sq ft at a monthly rental of RM2,500/-

(ii)   SEB to Custodev Dua: 1st Floor, Wisma Naim, 2 ½ mile, Rock Road, 93200 Kuching, Sarawak,
       measuring approximately 659.8 sq metres, at a monthly rental of RM20,097/-

(jj)   SESCO and/or its subsidiaries to Sacofa and/or its subsidiaries: Part of Lot 4, Block 12, Bukit Besai
       Land District, Batang Ai, Lubok Antu, measuring 1,600 sq metres, at a monthly rental of RM1,000/-




                                                       - 12 -
(a)    The State Financial Secretary, Sarawak, which is controlled by the State Government, is a major
       shareholder of SEB and its shareholding in SEB as at 5 May 2008 is as follows:-

                                                                          No. of Shares held
                    Shareholder
                                                   Direct                  %              Indirect             %
                 State Financial                987,537,427              64.99                   -             -
              Secretary, Sarawak(a)
              (a)    The State Government’s shares in SEB is held through State Financial Secretary, Sarawak

(b)   Persons Connected with Major Shareholders as at 5 May 2008

      Sacofa is a 60.53% subsidiary of the State Financial Secretary, Sarawak, a Person Connected with the
      State Government.

      Transnational is a Person Connected with the State Government by virtue of the State Government’s 37%
      deemed interests pursuant to Section 6A(4) of the Act held through Permodalan Assar Sdn Bhd, which in
      turn is held by various statutory bodies.

      Universal Cable is a 35% owned associate of SESCO and is a Person Connected with the State
      Government.

      SAINS, a subsidiary of the State Government is a Person Connected with the State Government.

      Brooke Dockyard, a 100 % State Government owned body, is a Person Connected with the State
      Government.

      Genesis Force is 15% held by SESCO, which in turn is a Person Connected with the State Government.

      Sarawak Coal Resources is 80% held by the State Financial Secretary, Sarawak, a Person Connected with
      the State Government and 20% held by SESCO.

      Gobel is 20% owned associate of SPC and is a Person Connected with the State Government.

      SESCO-Eng, a 70% subsidiary company of SESCO, is deemed to be a Person Connected with the State
      Government.

      SESCO-EFACEC, a 51% subsidiary company of SESCO, is deemed to be a Person Connected with the
      State Government.

      BHMF is 50% held by the State Financial Secretary, Sarawak, a Person Connected with the State
      Government.

      Shell Timur is 10% held by the State Financial Secretary, Sarawak, a Person Connected with the State
      Government.

      Sarawak Specialist Hospital is 100% State Government owned body, is a Person Connected with the State
      Government.


(c)   Interested Directors as at 5 May 2008

      Datuk Abdul Hamed bin Sepawi is the Chairman of SEB and SESCO and a director of Custodev Dua. He
      holds 800,000 ordinary shares of RM1/- each in SEB.

      Datuk Amar Wilson Baya Dandot, a director of SEB, is the State Secretary, Sarawak and is a Person
      Connected with the State Government by virtue that he is a nominee of the State Government on the Board
      of SEB. He does not hold any share in SEB.

      Datuk Fong Joo Chung, directors of SEB, SESCO, Sarawak Specialist Hospital and Universal Cable, was
      the State Attorney-General, Sarawak and is a Person Connected with the State Government by virtue that
      he is a nominee of the State Government on the Board of SEB. He does not hold any share in SEB. Datuk
      Fong retired from the civil service on 31 December 2007.


                                                             - 13 -
      Dato Sri Ahmad Tarmizi bin Haji Sulaiman, directors of SESCO, SAINS, Shell Timur, BHMF and Sacofa,
      is the State Financial Secretary, Sarawak and is a Person Connected with the State Government by virtue
      that he is a nominee of the State Government on the Board of SESCO. He does not hold any share in SEB.

(d)       Person Connected with certain Directors as at 5 May 2008

          Custodev Dua is a company connected to Datuk Abdul Hamed bin Sepawi by virtue of his substantial
          interest in Custodev Dua.

          Insurepro is a company connected to the spouse of Tan Sri Datuk Amar Haji Abdul Aziz bin Dato Haji
          Husain by virtue of her substantial interest in Insurepro.
          #
            Interest subsidies paid by SESCO and/or its subsidiaries for housing loans taken up by its employees
          with BHMF. SESCO and/or its subsidiaries do not provide housing loan to its employees or directors.
      +
            These advances were provided to Genesis Force by SESCO before SESCO become a subsidiary of SEB.
          These advances were given for the purpose of coal mining operations of Genesis Force which supply coal
          to SESCO and/or its subsidiary’s power plant. No new advances have been given or will be given to
          Genesis Force since the last advance. These advances are in accordance with PN14 Paragraph 5 to
          enable Genesis Force to commence and/or complete the coal mining operations to supply coal to SESCO
          and/or its subsidiary’s power plant.

2.3       Review Procedures of the Recurrent Transactions

          SEB has established the following procedures and guidelines to ensure that Recurrent Transactions are
          undertaken on an arm’s length basis and on normal commercial terms that are not more favourable to the
          Related Party and are not to the detriment of the minority shareholders:-

              a)   all subsidiary companies have been informed of the related party transactions’ procedures
                   applicable to all Recurrent Transactions with such Related Parties;

              b)   in general, all subsidiary companies shall only enter into Recurrent Transactions after taking into
                   account the pricing, level of service, quality of product as compared to market prices and industry
                   standards. Accordingly, the pricing of any Recurrent Transactions entered into will be determined
                   based on prevailing market rates under usual commercial terms, business practices and policies or
                   otherwise in accordance with other applicable industry norms/considerations and are not to the
                   detriment of the minority shareholders of SEB;

              c)   for the provision of financial assistance, an interest rate of not less than 5% per annum will be
                   charged on the total amount of financial assistance provided;

              d)   all Recurrent Transactions shall be reviewed by the Audit Committee on a periodic basis;

              e)   any member of the Audit Committee who has an interest, as the case may be, in the Recurrent
                   Transaction, will abstain from deliberation and voting in respect of the relevant transaction;

              f)   proper records shall be maintained to capture all Recurrent Transactions entered into pursuant to
                   the Mandates to ensure proper disclosure thereof;

              g)   the annual internal audit plan shall include quarterly reviews of all Recurrent Transactions entered
                   into pursuant to the Mandates to ensure that relevant approvals have been obtained and the
                   procedures in respect of such transactions are adhered to;

              h)   the Audit Committee shall review the internal audit reports to ascertain that the guidelines and
                   procedures established to monitor Recurrent Transactions have been complied with; and

              i)   the Audit Committee has reviewed the procedures and shall continue to review the procedures as
                   and when required, with authority to delegate to individuals or committees within the Company as
                   it deems appropriate.




                                                           - 14 -
2.4   Rationale and Benefits of the Mandates

      The RRPT entered or to be entered into by SEB and/or its subsidiary companies with the Related Parties
      are all in the ordinary course of business. They are recurring transactions of a revenue or trading nature
      which are likely to occur with some degree of frequency and may arise at any time and from time to
      time. These transactions are intended to enhance the ability of SEB and/or its subsidiary companies to
      pursue business opportunities, especially those which may be time-sensitive in nature and it may not be
      practical to seek shareholders’ approval on a case by case basis before entering into such transactions.

      The procurement of a general mandate for the provision of financial assistance would facilitate the
      pooling of funds between SEB and/or its subsidiary companies via a centralised treasury management
      function or such similar arrangement on a short or medium term basis, not exceeding three (3) years.
      This would allow SEB and/or its subsidiary companies to bridge on a temporary basis, as and when
      required, the working capital necessary for the business operations.

      Obtaining the Mandates for the Recurrent Transactions and the renewal of the Mandates on an annual
      basis would eliminate the need for the Company to make announcements or convene separate general
      meetings from time to time to seek shareholders’ approval, as the case may be, thereby, reducing the
      administrative time, effort and expenses associated with the convening of such meetings.

      The Mandates are crucial to ensure continuing day-to-day operations of SEB and/or its subsidiary
      companies.

2.5   Audit Committee’s Statement

      The Audit Committee of the Company has the overall responsibility of determining whether the
      procedures for reviewing all related party transactions are appropriate to ensure that the Recurrent
      Transactions are within the limits approved by the Mandates.

      The Audit Committee has seen and reviewed the procedures mentioned in Section 2.3 above and is of
      the view that the said procedures are sufficient to ensure that the Recurrent Transactions are made at
      arm’s length in accordance with normal commercial terms which are not more favourable to the Related
      Parties than those generally available to the public or non-related parties and are not to the detriment of
      the minority shareholders of SEB.


3.    INTERESTED DIRECTORS AND INTERESTED MAJOR SHAREHOLDERS

      3.1     Interested Directors

              The direct and indirect interest of the Interested Directors who are deemed interested in the
              Proposals involving the interests of the State Government as at 5 May 2008 are as follows:-

                                                                           Shareholding in SEB
                          Director/Person Connected                     No. of Shares
                                                                                               Percentage
                                                                    Direct        Indirect
                  Datuk Amar Wilson Baya Dandot                       -                -               -
                  Dato Sri Ahmad Tarmizi bin Haji                     -                -               -
                  Sulaiman
                  Datuk Fong Joo Chung                                -                -               -

              In this respect, the Interested Directors namely, Datuk Amar Wilson Baya Dandot, Dato Sri
              Ahmad Tarmizi bin Haji Sulaiman and Datuk Fong Joo Chung have accordingly abstained
              and/or will continue to abstain from all Board deliberations and voting in respect of the
              Proposals involving the interests of the State Government. The Interested Directors have
              undertaken to ensure that they and Persons Connected with them shall abstain from voting in
              respect of their direct and/or indirect shareholdings in the Company (if any) on the ordinary
              resolution pertaining to the Proposals involving the interests of the State Government to be
              tabled at the forthcoming AGM.




                                                     - 15 -
             On the other hand, the direct and indirect interests of the other interested Directors who are
             deemed interested in the Proposed Shareholders’ Mandate as at 5 May 2008 are as follows:

                                                                                    Shareholding in SEB
                            Director/Person Connected                            No. of Shares
                                                                                                        Percentage
                                                                             Direct        Indirect
                    Datuk Abdul Hamed bin Sepawi                            800,000                 -           0.05
                    Tan Sri Datuk Amar Haji Abdul Aziz bin                  503,000            100,000          0.04
                    Dato Haji Husain

             In this respect, the Interested Directors, Datuk Abdul Hamed bin Sepawi and Tan Sri Datuk
             Amar Haji Abdul Aziz bin Dato Haji Husain have accordingly abstained and/or will continue to
             abstain from all Board deliberations and voting in respect of the Proposed Shareholders’
             Mandate involving their interests. They have undertaken to ensure that they and Persons
             Connected with them shall abstain from voting in respect of his/their direct and/or indirect
             shareholdings in the Company (if any) on the ordinary resolution pertaining to the Proposed
             Shareholders’ Mandate involving their interests to be tabled at the forthcoming AGM.

             Save as disclosed above, none of the Directors or Persons Connected with the Directors has any
             interest, direct or indirect, in the Proposals.

     3.2     Interested Major Shareholders

             The shareholdings of the Interested Major Shareholders who are deemed interested in the
             Proposals as at 5 May 2008 are as follows:-

                                                                               No. of Shares held
                      Major Shareholders
                                                           Direct               %            Indirect             %
               State Financial Secretary,              987,537,427             64.99                    -          -
               Sarawak(a)
              (a)     The State Government’s shares in SEB is held through State Financial Secretary, Sarawak

             In this respect, the Interested Major Shareholder namely the State Financial Secretary, Sarawak
             has undertaken to ensure that they and Persons Connected with them shall abstain from voting
             in respect of their direct and/or indirect shareholdings in the Company (if any) on the ordinary
             resolutions respectively pertaining to the Proposals to be tabled at the forthcoming AGM.

             Save as disclosed above, none of the Major Shareholders or Persons Connected with the Major
             Shareholders has any interest, direct or indirect, in the Proposals.


4.   CONDITIONALITY OF THE PROPOSED SHAREHOLDERS’ MANDATE AND PROPOSED
     GENERAL MANDATE

     The Proposals are conditional upon approval being obtained from the shareholders of the Company at
     the forthcoming AGM.

PART II – PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE
COMPANY


5.   DETAILS OF THE PROPOSED AMENDMENTS

     The proposed amendments to the Articles of Association of the Company is set out in this Circular as
     Appendix II.

     5.1    Rationale of the Proposed Amendments

            The Proposed Amendments, where relevant, is to render consistency throughout the Articles of
            Association of the Company inline with the recent amendments made to the Listing
            Requirements.


                                                           - 16 -
      5.2    Conditionality of the Proposed Amendments

             The Proposed Amendments is conditional upon approval being obtained from the shareholders of
             the Company at the forthcoming AGM.

      5.3    Directors’ and Major Shareholders’ Interests

             None of the Directors, major shareholders and/or persons connected to the Directors or major
             shareholders of the Company have any interests, direct or indirect, in the Proposed Amendments.


6.    DIRECTORS’ RECOMMENDATION

      The Directors, (save for Datuk Fong Joo Chung and Datuk Amar Wilson Baya Dandot who abstained
      from giving opinion and recommendation in respect of the Mandates involving the interests of the State
      Government and Datuk Abdul Hamed bin Sepawi and Tan Sri Datuk Amar Haji Abdul Aziz bin Dato’
      Haji Husain who abstained from giving opinion and recommendation in respect of the Mandates
      involving his interests), having taken into consideration all aspects of the Recurrent Transactions, are of
      the opinion that the Recurrent Transactions are fair and reasonable and are in the best interest of the
      Company and not to the detriment to the minority shareholders. Accordingly, the Board, save for the
      Interested Directors recommend that you vote in favour of the ordinary resolutions to be tabled at the
      forthcoming AGM.


7.    ANNUAL GENERAL MEETING

      The AGM, the notice of which is enclosed in the Annual Report 2007 will be held at Ballroom III,
      Lobby Floor, Hilton Kuching, Jalan Tunku Abdul Rahman, 93100 Kuching, Sarawak on Friday, 27 June
      2008 at 11.00 a.m.

      If you are unable to attend and vote in person at the AGM, you are requested to complete and return the
      Form of Proxy in accordance with the instructions printed thereon to the Company’s registered office at
      4th Floor, Wisma SESCO, Petra Jaya 93673 Kuching, Sarawak, not less than 48 hours before the time set
      for holding the AGM. The lodging of the Form of Proxy will not preclude you from attending the AGM
      and voting in person at the AGM should you subsequently wish to do so.


8.    FURTHER INFORMATION

      Shareholders are requested to refer to the attached Appendix I in this circular for further information.




Yours faithfully,
For and on behalf of the Board of
SARAWAK ENERGY BERHAD




SENATOR DATO’ HAJI IDRIS BIN HAJI BUANG
Senior Independent Director




                                                     - 17 -
APPENDIX – I. FURTHER INFORMATION


1.    RESPONSIBILITY STATEMENT

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


2.    MATERIAL LITIGATION

     Neither SEB and/or its subsidiaries are presently engaged in any material litigation, either as plaintiff
     or defendant, claims or arbitration and they are not aware of any proceedings pending or threatened
     against SEB and/or its subsidiaries or of any facts likely to give rise to any proceedings which might
     materially and/or adversely affect the position or business of SEB and/or its subsidiaries, save as
     disclosed below:-

     (i)      Friendly System Sdn Bhd (“FSSB”) has applied to the Kuala Lumpur High Court Originating
              Summons No.R2-24-41-04 for:

              (a)     a declaration that there exist a valid and binding arbitration agreement between FSSB
                      and SESCO;
              (b)     a declaration that Ir. Liew Meng Chee was validly and properly appointed      as   the
                      arbitrator; and
              (c)     alternatively, the Court order the President of Institute of Engineers Malaysia to
                      appoint an arbitrator,

              pursuant to a contract with FSSB for the supply, delivery, installation, testing and
              commissioning of 33kV Power and Pilot Cables at Miri town and town airport areas.

              SESCO’s preliminary objection on the issue of jurisdiction was dismissed on 4 October 2005
              and the Court decided that the case shall proceed in Kuala Lumpur. Subsequently, SESCO
              appealed against the decision. In the meantime, the Plaintiff proposed to enter Consent
              Judgement, to which SESCO did not agree since some of the terms were not acceptable.

              SESCO then applied for stay of proceedings pending its appeal against the earlier decision on
              jurisdiction. The application was heard on 29 June 2006. The Court granted SESCO’s
              application for stay of proceeding pending appeal on jurisdiction.

              There is no further development on the material litigation as at the date of this Circular.


3.    MATERIAL CONTRACTS

      Save as disclosed below, there are no other material contracts (not being contracts entered into in the
      ordinary course of business) which have been entered into by our Group for the past two (2) years
      preceding 5 May 2008, being the latest practicable date prior to the issuance of this Circular:

      (i)      On 14 August 2007, Dasar Untung Sdn Bhd (“DUSB”) a wholly-owned subsidiary of our
               Company, had entered into a share sale and purchase agreement with Pegang Impian
               Holdings Sdn Bhd (“PISB”) in relation to the disposal by DUSB of 59,000,000 ordinary
               shares of RM1.00 each in Encorp Berhad (“Encorp”) constituting 26.40% of the issued and
               paid-up share capital of Encorp to PISB for a cash consideration of RM86,140,000.

               The disposal has been duly completed on 20 September 2007.
4.      DOCUMENTS FOR INSPECTION

        The following documents are available for inspection at SEB’s registered office at 4th Floor, Wisma
        SESCO, Petra Jaya 93673 Kuching, Sarawak from the date of this circular up to and including the date
        of the AGM:-

        (a)       the Memorandum and Articles of Association of SEB;

        (b)       the writ of summons/letter of claim in relation to the material litigation referred to in section 2
                  in page 19;

        (c)       the audited consolidated financial statements of SEB for the past two (2) financial years ended
                  31 December 2006 and 31 December 2007; and

        (d)       the unaudited consolidated results of SEB for the First Financial Quarter ended 31 March
                  2008.



APPENDIX – II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE
               COMPANY


Details of the proposed amendments to the Company’s Articles of Association

The Company’s Articles of Association be altered, modified, added and deleted in the following manner :-

1.    THAT the existing interpretation of “Approved Market Place” in Article 2 of the Company’s Articles of
      Association be deleted in its entirety.

2.    THAT the following new interpretations be inserted in Article 2 of the Company’s Articles of Association :-

                      Word                                             Meaning

         beneficial owner              In relation to Deposited Securities, the ultimate owner of the
                                       Deposited Securities who is entitled to all rights, benefits, powers and
                                       privileges and is subject to all liabilities, duties and obligations in
                                       respect of, or arising from, the Deposited Securities and does not
                                       include a nominee of any description.

         books closing date            The specified time and date set by the Company for the purpose of
                                       determining entitlements to dividends, interest, new securities or other
                                       distributions or rights of holders of its securities.

         convertible securities        Securities which are convertible or exercisable by the holders, or
                                       automatically, by their terms of issue, into shares or stocks.

         Chief Executive Officer       The principal executive officer of the Company for the time being, by
                                       whatever name called, and whether or not he is a Director.

         Listing Requirements          Listing Requirements of Bursa Malaysia Securities Berhad including
                                       any amendment to the Listing Requirements that may be made from
                                       time to time.

         option                        Includes options under a share scheme for employees, convertible
                                       securities, warrants and any other types of options in respect of the
                                       issued or unissued securities of the Company.

         securities                    Shall have the meaning given in section 2 of the Capital Markets and
                                       Services Act, 2007.
3.   THAT the following existing interpretations in Article 2 of the Company’s Articles of Association be deleted
     in its entirety and replaced with the following new interpretations :-

                     Existing Interpretation                               New Interpretation

       “Central Depository” means Malaysian                  “Depository” means Bursa Malaysia Depository
       Central Depository Sdn. Bhd. (Company No.             Sdn. Bhd. (Company No. 165570-W) or by
       165570-W).                                            whatever name from time to time called.

       “Depositor” means a holder of a Securities            “Depositor” means a holder of a Securities
       Account.                                              Account established by the Depository.

                     Existing Interpretation                               New Interpretation

       “Deposited Security” means a security standing        “Deposited Security” shall have the meaning
       to the credit of a Securities Account and             given in section 2 of the Central Depositories
       includes a security in a securities account that      Act.
       is in suspense.

       “Exchange/Stock Exchange” means Kuala                 “Exchange/Stock Exchange” means Bursa
       Lumpur Stock Exchange or any other exchange           Malaysia Securities Berhad or by whatever
       on which the Company is listed.                       name from time to time called and includes, if
                                                             appropriate, any other stock exchange to the
                                                             official list whereof the Company is admitted
                                                             and on which the securities/shares of the
                                                             Company are quoted.

       “Major Shareholder” means a person who has            “Major Shareholder” means a person who has
       an interest or interests in one or more voting        an interest or interests in one or more voting
       shares in the Company and the nominal amount          shares in the Company and the nominal amount
       of that share, or the aggregate of the nominal        of that share, or the aggregate of the nominal
       amounts of those shares, is not less than 5% of       amounts of those shares, is :-
       the aggregate of the nominal amounts of all the
       voting shares in the company. For the purpose         (a)   equal to or more than 10% of the
       of this definition, “interest in shares” shall have         aggregate of the nominal amounts of all
       the meaning given in section 6A of the Act.                 the voting shares in the Company; or
                                                             (b)   equal to or more than 5% of the
                                                                   aggregate of the nominal amounts of all
                                                                   the voting shares in the Company where
                                                                   such person is the largest shareholder of
                                                                   the Company.

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

       “Member” means any person/persons for the             “Member” means any person/persons for the
       time being holding shares in the Company and          time being holding shares in the Company and
       whose names appear in the Register (except            whose names appear in the Register (except
       Malaysian Central Depository Nominees Sdn.            Bursa Malaysia Depository Nominees Sdn.
       Bhd.) including Depositors whose names                Bhd. or by whatever name from time to time
       appear on the Record of Depositors.                   called) including Depositors whose names
                                                             appear on the Record of Depositors.


     AND THAT all references to “Central Depository” throughout the Company’s whole Articles of Association
     be changed to “Depository”.

4.   THAT all references to “Kuala Lumpur Stock Exchange” throughout the Company’s whole Articles of
     Association be changed to “the Exchange”.
5.   THAT the existing Article 4(e) of the Company’s Articles of Association be deleted in its entirety and to
     substitute in lieu hereof with the following new Article 4(e) :-

        except in the case of an issue of securities on a pro-rata basis to all Members, every issue of shares,
        options or convertible securities to employees, Directors, Major Shareholders or Chief Executive
        Officer or persons connected with any Director or Major Shareholder or Chief Executive Officer
        shall be approved by the Members in general meeting and no Director, Major Shareholder or Chief
        Executive Director or person connected with any Director or Major Shareholder or Chief Executive
        Officer shall participate in such issue of shares, options or convertible securities unless the Members
        in general meeting have approved of the specific allotment to be made to such Director, Major
        Shareholder or Chief Executive Officer or person connected with such Director, Major Shareholder
        or Chief Executive Officer.

6.   THAT the existing Article 5 of the Company’s Articles of Association be deleted in its entirety and to
     substitute in lieu hereof with the following new Article 5 :-

        Subject to the Act, any preference shares may with the sanction of any ordinary resolution, be issued
        on the terms that they are, or at the option of the Company are liable, to be redeemed and the
        Company shall not issue preference shares ranking in priority above preference shares already
        issued, but may issue preference shares ranking equally therewith. Preference shareholders shall be
        entitled to the right to vote in each of the following circumstances :-

        (a) when the dividend or part of the dividend on the shares is in arrears for more than six (6)
            months;
        (b) on a proposal to reduce the Company’s share capital;
        (c) on a proposal for the disposal of the whole of the Company’s property, business and
            undertaking;
        (d) on a proposal that affects rights attached to the share;
        (e) on a proposal to wind up the Company; and
        (f) during the winding up of the Company.

        Preference shareholders shall have the same rights as ordinary shareholders in relation to receiving
        notices, reports and audited accounts, and attending meetings of the Company.

7.   THAT the existing Article 6 of the Company’s Articles of Association be deleted in its entirety and to
     substitute in lieu hereof with the following new Article 6 :-

        Notwithstanding Article 7 hereof, the repayment of preference capital other than redeemable
        preference capital or any other alteration of preference shareholders’ rights, may only be made
        pursuant to a special resolution of the preference shareholders concerned PROVIDED ALWAYS that
        where the necessary majority for such a special resolution is not obtained at the meeting, consent in
        writing, if obtained from the holders of three-fourths (3/4) of the preference capital concerned within
        two (2) months of the meeting, shall be as valid and effectual as a special resolution carried at the
        meeting.

8.   THAT the existing Article 14 of the Company’s Articles of Association be deleted in its entirety and to
     substitute in lieu hereof with the following new Article 14 :-

        Subject to the provisions of the Act, the Central Depositories Act and the Rules, the Company shall allot
        and/or issue securities/shares, despatch notices of allotment to the successful applicants/allottees and
        make an application for the quotation of such securities/shares :-

        (a) within fifteen (15) Market Days of the final applications date for an issue of securities or such
            other period as may be prescribed by the Stock Exchange for issues of securities to the public;
        (b) within eight (8) Market Days after the final applications closing date for a rights issue or such
            other period as may be prescribed or allowed by the Stock Exchange;
        (c) within eight (8) Market Days after the date of receipt of a notice of the exercise of an employee
            share option together with the requisite payment or such other period as may be prescribed or
            allowed by the Stock Exchange;
        (d) within eight (8) Market Days after the date of receipt of a subscription form together with the
            requisite payment in respect of warrant or other convertible securities, or such other period as
            may be prescribed or allowed by the Stock Exchange;
        (e) within four (4) Market Days of the books closing date for the proposed subdivision, which is
            not on a stand-alone basis or not conditional upon a concurrent bonus issue, or such other
               period as may be prescribed by the Stock Exchange. “stand-alone basis” shall has the same
               meaning as defined in the Listing Requirements.

9.    THAT the existing Article 28 of the Company’s Articles of Association be deleted in its entirety and to
      substitute in lieu hereof with the following new Article 28 :-

         The transfer of any listed security or class of listed security of the Company, shall be by way of book
         entry by the Depository in accordance with the Rules and, notwithstanding sections 103 and 104 of the
         Act but subject to subsection 107C(2) of the Act and any exemption that may be made from compliance
         with subsection 107C(1) of the Act, the Company shall be precluded from registering and effecting any
         transfer of the listed securities.

10.   THAT the existing Article 31 of the Company’s Articles of Association be deleted in its entirety and to
      substitute in lieu hereof with the following new Article 31 :-

         The transfer books and the Record of Depositors and debentures holders may be closed for such periods
         as the Directors may from time to time determine PROVIDED ALWAYS that it shall not be closed for
         more than thirty (30) days in any year. Any notice of intention to fix a books closing date and the reason
         therefore shall be published in a daily newspaper circulating in Malaysia and shall also be given to the
         Stock Exchange; such notice shall state the books closing date, which shall be at least ten (10) Market
         Days after the date of notification to the Stock Exchange or such other period as may from time to time
         be specified by the Stock Exchange. The transfer books and Record of Depositors may be closed for the
         purpose of determining persons entitled to dividends, interest, or new securities, or rights to a priority
         of application for issue of securities. The Company shall request the Depository, in accordance with the
         Rules, to issue a Record of Depositors as at the latest date which is reasonably practicable which
         shall in any event be not less than three (3) Market Days before the occurrence of the related event.

11.   THAT the existing Article 37 of the Company’s Articles of Association be deleted in its entirety and to
      substitute in lieu hereof with the following new Article 37 :-

         Transmission of securities

         Where :-

         (a)   the securities of the Company are listed on another stock exchange; and
         (b)   the Company is exempted from compliance with section 14 of the Central Depositories Act or
               section 29 of the Securities Industry (Central Depositories) (Amendment) Act, 1998, as the case
               may be, under the Rules in respect of such securities,

         the Company shall, upon request of a securities holder, permit a transmission of securities held by such
         securities holder from the register of holders maintained by the registrar of the Company in the
         jurisdiction of the other stock exchange, to the register of holders maintained by the registrar of the
         Company in Malaysia and vice versa provided that there shall be no change in the ownership of such
         securities.

12.   THAT the existing Article 58 of the Company’s Articles of Association be deleted in its entirety and to
      substitute in lieu hereof with the following new Article 58 :-

         Every notice convening meetings shall specify the place, the day and the hour of the meeting, and
         shall be given to all Members at least fourteen (14) days before the meeting or at least twenty-one
         (21) days before the meeting where any special resolution is to be proposed or where it is an annual
         general meeting. Any notice of a meeting called to consider special business shall specify the general
         nature of such business and shall also be accompanied by a statement regarding the effect of any
         proposed resolution in respect of such special business and shall be given in the manner hereinafter
         mentioned to such persons as are under the provisions of these Articles entitled to receive notice of
         general meetings from the Company. At least fourteen (14) days’ notice or at least twenty-one (21)
         days’ notice in the case where any special resolution is to be proposed or where it is an annual
         general meeting, of every such meeting shall be given by advertisement in at least one (1) nationally
         circulated Bahasa Malaysia or English daily newspaper and in writing to each stock exchange
         upon which the Company is listed.
13.   THAT the existing Article 59(b) of the Company’s Articles of Association be deleted in its entirety and to
      substitute in lieu hereof with the following new Article 59(b) :-

         The Company shall also request the Depository in accordance with the Rules, to issue a Record of
         Depositors, as at the latest date which is reasonably practicable which shall in any event be not less
         than three (3) Market Days before the general meeting (hereinafter referred to as “the General Meeting
         Record of Depositors”).

14.   THAT the existing Article 70 of the Company’s Articles of Association be deleted in its entirety and to
      substitute in lieu hereof with the following new Article 70 :-

         Subject to any rights or restrictions for the time being attached to any class or classes of shares at
         meetings of Members or classes of Members, each Member entitled to vote may vote in person or by
         proxy or by attorney or by duly authorised representative, and on a resolution to be decided on a
         show of hands, a holder of ordinary shares or preference shares who is personally present and
         entitled to vote shall be entitled to one (1) vote, and on a poll, every Member present in person or by
         proxy or by attorney or by duly authorised representative shall have one (1) vote for each share he
         holds. A proxy shall be entitled to vote on a show of hands on any question at any general meeting.

15.   THAT the existing Article 75 of the Company’s Articles of Association be deleted in its entirety and to
      substitute in lieu hereof with the following new Article 75 :-

         The instrument appointing a proxy shall be in writing under the hand of the appointor or of his
         attorney duly authorised in writing or, if the appointor is a corporation, either under the
         corporation’s common seal or under the hand of an officer or attorney duly authorised. The
         Directors may but shall not be bound to require evidence of the authority of any such attorney or
         officer. Where a Member is an Authorised Nominee as defined under the Central Depositories Act, it
         may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares
         of the Company standing to the credit of the said Securities Account. A proxy may but need not be a
         Member and the provisions of section 149(1)(b) of the Act shall not apply to the Company. The
         instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a
         poll.

16.   THAT third note of Article 76 of the Company’s Articles of Association be deleted in its entirety and to
      substitute in lieu hereof with the following new note :-

         A member who is an authorised nominee may appoint at least one (1) proxy in respect of each
         securities account it holds with ordinary shares of the Company standing to the credit of the said
         securities account.

17.   THAT the following be inserted immediately after the end of the existing Article 82 :-

         An election of Directors shall take place each year.

18.   THAT the existing marginal note for Article 84 of the Company’s Articles of Association be amended as
      follows :-

         Notice of intention to appoint Director

19.   THAT the existing Article 93(a) of the Company’s Articles of Association be deleted in its entirety and to
      substitute in lieu hereof with the following new Article 93(a) :-

         becomes bankrupt or has a Receiving Order in bankruptcy made against him or makes any arrangement
         or composition with his creditors generally during his term of office;

20.   THAT the existing Article 93(d) of the Company’s Articles of Association be deleted in its entirety and to
      substitute in lieu hereof with the following new Article 93(d) :-

         becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under
         the law relating to mental disorder during his term of office;
21.   THAT the following existing Article 93(g) of the Company’s Articles of Association be deleted in its entirety
      :-

         is absent from more than 50% of the total board of directors’ meetings held during a financial year.

      AND THAT the existing Articles 93(e) and (f) be amended as follows :-

         (e) resigns from his office by notice in writing to the Company and deposited at the Office; or

         (f)   is removed from his office of Director by resolution of the Company in general meeting of which
               special notice has been given.

22.   THAT the existing Article 103 of the Company’s Articles of Association be deleted in its entirety and to
      substitute in lieu hereof with the following new Article 103 :-

         Subject always to sections 131, 132E and 132F of the Act, a Director may hold any other office or
         place of profit under the Company (other than the office of auditor) in conjunction with his office of
         Director for such period and on such terms (as to remuneration and otherwise) as the Directors may
         determine and no Director or intending Director shall be disqualified by his office from contracting
         with the Company either with regard to his tenure of any such other office or place of profit or as
         vendor, purchaser or otherwise nor shall any such contract, or any contract or arrangement entered
         into by or on behalf of the Company in which any Director is in any way interested, be liable to be
         avoided, nor shall any Director so contracting or being so interested be liable to account to the
         Company for any profit realised by any such contract or arrangement by reason of such Director
         holding that office or of the fiduciary relationship thereby established.

23.   THAT the existing Article 110 of the Company’s Articles of Association be deleted in its entirety and to
      substitute in lieu hereof with the following new Article 110 :-

         The remaining Directors may continue to act notwithstanding any vacancy in their body, but if and
         so long as their number is reduced below the minimum number fixed by or pursuant to these Articles,
         the remaining Director or Directors may, except in an emergency, may act for the purpose of
         increasing the number of Directors to such minimum number, or of summoning a general meeting of
         the Company but for no other purpose.

24.   THAT the following new Article 117A be inserted immediately after the existing Article 117 :-

         Power of Managing Director

         A Managing Director shall be subject to the control of the Board of Directors.

25.   THAT the existing Article 120 of the Company’s Articles of Association be deleted in its entirety and to
      substitute in lieu hereof with the following new Article 120 :-

         Subject to any rules and regulations made pursuant to Article 119, a committee may meet and
         adjourn as it thinks proper and questions arising at any meeting shall be determined by a majority of
         votes of the members present (if more than one (1)) and in the case of any equality of votes, the
         Chairman shall have a second casting vote except where at the meeting only two (2) members form
         the quorum or are competent to vote on the question at issue.

26.   THAT the existing Article 127 of the Company’s Articles of Association be deleted in its entirety and to
      substitute in lieu hereof with the following new Article 127 :-

         The Company shall in accordance with the provisions of the Act keep at the Office, a register
         containing such particulars with respect to the Directors, Managers and Secretaries of the Company
         as are required by the Act, and shall from time to time notify the Registrar of Companies of any
         change in such register and of the date of change in manner prescribed by the Act.
27.   THAT the existing Article 133 of the Company’s Articles of Association be deleted in its entirety and to
      substitute in lieu hereof with the following new Article 133 :-

         The Directors shall from time to time in accordance with section 169 of the Act cause to be prepared
         and laid before the Company in general meeting, such profit and loss accounts, balance sheets and
         reports as are referred to in section 169. The interval between the close of a financial year of the
         Company and the issue of annual audited accounts, the Directors’ and auditors’ reports shall not
         exceed four (4) months. Within six (6) months after the close of the financial year end, a copy of
         each such document, in printed form or in CD-ROM form or in such other form of electronic
         media, shall not less than twenty-one (21) days before the date of the meeting, be sent to every
         Member of, and to every holder of debentures of the Company and to every other person who is
         entitled to receive notices from the Company under the provisions of the Act or of these Articles. The
         requisite number of copies of each such document as may be required by the Stock Exchange shall at
         the same time be likewise sent to every such Stock Exchange. This Article shall not require a copy of
         these documents to be sent to any person whose address the Company is not aware, but any Member
         to whom a copy of these documents has not been sent shall be entitled to receive a copy, free of
         charge on application at the Office. In the event that these documents are sent in CD-ROM form or
         in such other form as stated above, the Company shall send such documents to the Member within
         four (4) market days from the date of receipt of the Member’s request.

28.   THAT the existing Article 145 of the Company’s Articles of Association be deleted in its entirety and to
      substitute in lieu hereof with the following new Article 145 :-

         Any dividend, interest or other money payable in cash in respect of shares may be paid by cheque or
         warrant, sent through the post directed to the registered address of the holder or to such person and
         to such address as the holder may in writing direct or by direct transfer or such other mode of
         electronic means (subject to the provisions of the Act, the Central Depositories Act and the Rules,
         the Listing Requirements and/or regulatory authorities) to the bank account of the holders whose
         name appear in the Register or Record of Depositors respectively. Every such cheque or warrant or
         payment by direct transfer shall be made payable to the order of the person to whom it is sent, and
         the payment of any such cheque or warrant or by such electronic means shall operate as a good
         discharge to the Company in respect of the money represented thereby, notwithstanding that it may
         subsequently appear that the same has been stolen or that the endorsement thereon has been forged.
         Every such cheque and warrant shall be sent at the risk of the person entitled to the money thereby
         represented. The payment of any dividend by such electronic means shall constitute a good and full
         discharge to the Company of the dividend to which it relates regardless of any discrepancy given by
         the holder in the details of the bank account(s).

29.   THAT the existing Article 152(d) of the Company’s Articles of Association be deleted in its entirety and to
      substitute in lieu hereof with the following new Article 152(d) :-

         At least fourteen (14) days’ notice or twenty-one (21) days’ notice in the case where any special
         resolution is proposed or where it is an annual general meeting, of every such meeting shall be given
         by advertisement in at least one (1) nationally circulated Bahasa Malaysia or English daily
         newspaper and in writing to each stock exchange upon which the Company is listed.

30.   THAT the existing marginal note for Article 155 of the Company’s Articles of Association be amended as
      follows :-

         Liquidator’s commission

				
DOCUMENT INFO
Shared By:
Categories:
Tags:
Stats:
views:13
posted:9/26/2011
language:English
pages:30