Naim : Circular to Shareholders

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

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

Bursa Malaysia Securities Berhad ("Bursa Securities") has perused the contents of this Circular in respect of the Proposed New Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature prior to its issuance as the said contents fall under the category of Limited Review Circular pursuant to the provisions of Practice Note 18 of Main Market Listing Requirements of Bursa Securities.

Bursa Securities 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.

Registration No. 200201017804 (585467-M)

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS

in relation to:

PROPOSED NEW SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY

TRANSACTIONS OF A REVENUE OR TRADING NATURE

IMPORTANT DATES AND TIMES:
Last date and time for lodgement of the Form of Proxy:	Tuesday, 28 May 2024 at 10:00 a.m.
Date and time of the annual general meeting :	Thursday, 30 May 2024 at 10.00 a.m.
Venue of the annual general meeting :

This Circular is dated 30 April 2024

For the purpose of this Circular, except where the context otherwise requires, the following definitions will apply:

"AGM"	-	Annual General Meeting
"Board"	- The Board of Directors of Naim Holdings Berhad
"Bursa Securities"	- Bursa Malaysia Securities Berhad
"Companies Act"	- The Malaysian Companies Act 2016, as amended from time to time
		and any enactment thereof
"Directors"	- The directors for the time being of Naim Holdings Berhad, and shall
		have the same meaning given in Section 2(1) of the Capital Markets
		and Services Act, 2007 and includes any person who is orwas within
		the preceding six (6) months of the date on which the terms of the
		transactions were agreed upon, a director or chief executive of Naim
		Holdings Berhad, its subsidiary or holding company
"Listing Requirements"	- The Main Market Listing Requirements of Bursa Securities and
		practice notes issued thereunder including any amendments thereto
		that may be made from time to time
"LPD"	- 29 March 2024, being the latest practicable date prior to the printing
		of this Circular
"Major Shareholder"	- A person who has an interest or interests in one (1) or more voting
		shares in Naim Holdings Berhad and the number or the aggregate
		number of those shares, is:
		(a) 10% or more of the total number of voting shares in Naim Holdings
		Berhad; or
		(b) 5% or more of the total number of voting shares in Naim Holdings
		Berhad where such person is the largest shareholder of Naim
		Holdings Berhad.
		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 major shareholder of Naim Holdings Berhad or any other corporation
		which is its subsidiary or holding company
		For the purpose of this definition, "interest in shares" shall have the
		same meaning given in Section 8 of the Companies Act.
"NAIM" or "the		Naim Holdings Berhad
Company"
"Naim Group" or "the		Naim and its subsidiaries, collectively
Group"
"Person Connected"	-	This shall have the same meaning as in Paragraph 1.01 of the Listing
		Requirement
"Proposed New	- Proposed new shareholders' mandate for NAIM Group to enter into
Shareholders' Mandate"		RRPTs of a revenue or trading nature
"Related Party"	- A director, major shareholder or person connected with such director
		or major shareholder. For the purpose of this definition, "director",
		"major shareholder" and their person connected shall have the same
		meanings as defined herein

"Related Party Transaction"- A transaction entered into by NAIM or its subsidiaries which involves

		the interest, direct or indirect, of a related party
"RM"	-	Ringgit Malaysia
"RRPTs"	-	A related party transaction which is recurrent, of a revenue or trading
		nature and which is necessary for day-to-day operations of NAIM
		Group and which has been made or will be made by NAIM Group at
		least once in three (3) years in the ordinary course of business of
		NAIM Group
"Shares"	-	Ordinary shares in the capital of NAIM

Words denoting the singular shall, where applicable, include the plural and vice versa, and words denoting the masculine gender shall, where applicable, include the feminine and neuter genders. Words denoting 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 Companies Act and used in this Circular shall have the meaning assigned to it under the Companies Act.

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

TABLE OF CONTENTS

Page

PROPOSED NEW SHAREHOLDERS' MANDATE

1.

INTRODUCTION

1

2. BACKGROUND INFORMATION OF PROVISIONS IN THE LISTING REQUIREMENTS ……….2 - 5

3. FEATURES OF THE PROPOSED NEW SHAREHOLDERS MANDATE	5
3.1 CLASSES OF RELATED PARTIES	5

3.2 DETAILS OF RECURRENT RELATED PARTY TRANSACTIONS CONTEMPLATED UNDER THE PROPOSED NEW SHAREHOLDERS' MANDATE………………………………….6

3.3 AMOUNT DUE AND OWING BY RELATED PARTIES PURSUANT TO RRPT

7

3.4 REVIEW METHODS OR PROCEDURES FOR RRPT…………………………………………7 - 8

3.5	THRESHOLD OF AUTHORITY	8
3.6	STATEMENT BY AUDIT COMMITTEE	8
4. EFFECTS OF THE PROPOSED NEW SHAREHOLDERS' MANDATE	8

5. RATIONALE AND BENEFIT OF THE PROPOSED NEW SHAREHOLDERS' MANDATE………8 - 9

6. CONDITIONS OF THE PROPOSED NEW SHAREHOLDERS' MANDATE

9

7. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS…………………………….……….9 - 10

8. RECOMMENDATION BY DIRECTORS

10

1. ANNUAL GENERAL MEETING……………………………………………………………………………10
2. ACTION TO BE TAKEN BY SHAREHOLDERS…………………………………………………………10

11. FURTHER INFORMATION	11
APPENDICES
APPENDIX A	-	FURTHER INFORMATION

Registration No. 200201017804 (585467-M)

(Incorporated in Malaysia)

Registered Office

9th Floor, Wisma Naim

2 ½ Mile,

Rock Road

93200 Kuching, Sarawak

30 April 2024

Board of Directors:
Datuk Amar Abdul Hamed Bin Haji Sepawi	- Non-Executive Chairman
Datuk Hasmi Bin Hasnan	-	Managing Director
Chin Chee Kong	-	Non-IndependentNon-Executive Director
Datin Mary Sa'diah Binti Zainuddin	-	Independent Non-Executive Director
Tan Chuan Dyi	-	Independent Non-Executive Director
Datuk Ahmad Bin Abu Bakar	-	Independent Non-Executive Director
Sulaihah Binti Maimunni	-	Independent Non-Executive Director

To: The Shareholders of Naim Holdings Berhad

Dear Sir/Madam,

PROPOSED NEW SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

1. INTRODUCTION

On 19 April 2024, the Board announced that the Company proposes to seek shareholders' approval for the Proposed New Shareholders' Mandate at the forthcoming 22nd AGM.

The purpose of this Circular is to provide you with information on the Proposed New Shareholders' Mandate and to seek your approval for the resolution pertaining to the Proposed New Shareholders' Mandate to be tabled as a Special Business at the forthcoming 22nd AGM of the Company. The extract of the resolution on the Proposed New Shareholders' Mandate is enclosed together with this Circular.

The purpose of this Circular is to provide shareholders with details, effects and rationale pertaining to the Proposed New Shareholders' Mandate and to seek shareholders' approval for the resolution, which is to be tabled as an ordinary resolution at the forthcoming 22nd AGM scheduled to be held on 30 May 2024.

Shareholders of NAIM are advised to read and consider carefully the contents of this Circular before voting on the resolution pertaining to this proposal at the forthcoming 22nd AGM scheduled to be held on 30 May 2024.

1

2. BACKGROUND INFORMATION OF PROVISIONS IN THE LISTING REQUIREMENTS

Paragraph 10.09(2) of the Listing Requirements states that with regard to related party transactions which are recurrent, of a revenue or trading nature and which are necessary for day-to-day operations, the Company may seek a mandate from its shareholders, subject to the following:

1. 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;
2. the Shareholder Mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the Shareholder Mandate during the financial year where the aggregate value is equal to or more than the threshold prescribed under Paragraph 10.09(1) of the Listing Requirements;
3. the Company's circular to shareholders for the Shareholder Mandate includes the information as may be prescribed by Bursa Securities. The draft circular must be submitted to Bursa Securities together with a checklist showing compliance with such information;
4. in a meeting to obtain shareholders' mandate, the relevant related party must comply with the requirements set out in Paragraph 10.08(7) of the Listing Requirements; and
5. the Company must immediately announce to Bursa Securities when the actual value of a RRPT entered into by the Company, exceeds the estimated value of the RRPT disclosed in the circular by ten percent (10%) or more and the Company must include the information as may be prescribed by Bursa Securities in its announcement.

In accordance with Section 3.3(a) of Practice Note 12 of the Listing Requirements, the Company may procure a mandate for the acquisition or disposal of land or land-based property provided that the transaction is a Recurrent Related Party Transaction and any one of the percentage ratios is not more than 10%. As disclosed under Section 3.2 of this Circular, the estimates of the value of this category of transactions cannot be ascertained given the various types of properties sold by the Group which vary from project to project. However, any one of the percentage ratios of the transactions is not more than 10%.

The principal activities of the Company are investment holding and provision of management services. Its subsidiaries are involved in property development, contractor for civil, building and earthworks, investment holding, property investment, quarry licensee and operator, and trading of construction materials.

Details of the principal activities of the subsidiaries of the Company are as follows:

Name of Company	Effective equity	Principal Activities
	interest held (%)
Naim Land Sdn Bhd	100.0	Property developer and civil and building
		contractor
Naim Engineering Sdn Bhd	100.0	Civil, building and earthwork contractor
Naim Assets Sdn Bhd	100.0	Investment holding
Naim Academy Sdn Bhd	100.0	Investment holding

2

Subsidiaries of Naim Land Sdn Bhd
Name of Company	Effective equity	Principal Activities
	interest held (%)
Desa Ilmu Sdn Bhd	60.0	Property developer
Peranan Makmur Sdn Bhd	70.0	Property developer
Khidmat Mantap Sdn. Bhd.	100.0	Property developer
Naim Realty Sdn Bhd	100.0	Property investment
Naim Supply & Logistic Sdn Bhd	100.0	Trading of construction materials
Naim Commercial Sdn Bhd	100.0	Property developer
Naim Human Capital Sdn Bhd	100.0	Provision of management services
Naim Cendera Lapan Sdn Bhd	100.0	Quarry licensee and operator
Jelas Kemuncak Resources Sdn Bhd	100.0	Quarry operator
Simbol Warisan Sdn Bhd	75.0	Quarry licensee
Yakin Pelita Sdn. Bhd.	100.0	Property investment
Petrochemical Hub Sdn. Bhd.	100.0	Property investment and provision of
		workers' accommodation business
Dataran Wangsa Sdn Bhd	100.0	Property developer
Yakin Jelas Sdn Bhd	100.0	Property investment
Pavilion Quest Sdn Bhd	100.0	Property investment
Solid Greenland Sdn Bhd	100.0	Property investment
Naim Ready Mix Sdn Bhd	100.0	Inactive
TR Green Sdn Bhd	100.0	Inactive
Naim (MM2H) Sdn Bhd	100.0	Inactive
Naim Incorporated Berhad	100.0	Inactive
Naim Oil & Gas Sdn Bhd	100.0	Inactive
Kuching Paragon Sdn. Bhd.	100.0	Inactive
Miri Paragon Sdn. Bhd.	100.0	Inactive
Naim Data Sdn Bhd	100.0	Inactive
Naim Mortgage Sdn Bhd	100.0	Inactive
Lotus Paradigm Sdn. Bhd.	70.0	Inactive

3

Subsidiaries of Naim Engineering Sdn Bhd
Name of Company	Effective equity	Principal Activities
	interest held (%)
Naim Capital Sdn Bhd	100.0	Investment holding
Naim Overseas Sdn Bhd	100.0	Investment holding
Naim Gamuda (NAGA) JV Sdn Bhd	70.0	Civil contractor
Naim Binaan Sdn Bhd	100.0	Inactive
Naim Premix Sdn Bhd	100.0	Inactive
Naim Equipment Sdn Bhd	100.0	Inactive
Naim Recruitment & Agency Sdn Bhd	100.0	Inactive
BDA Naim Sdn Bhd	80.0	Inactive
Subsidiaries of Naim Assets Sdn Bhd
Name of Company	Effective equity	Principal Activities
	interest held (%)
Naim Hotel Sdn Bhd	100	Hotel operation
Naim Property Services Sdn Bhd	100	Provision of property management
		services
Bintulu Paragon Sdn Bhd	100	Property and investment holding
Subsidiaries of Naim Academy Sdn Bhd
Name of Company	Effective equity	Principal Activities
	interest held (%)
Naim Skills Academy Sdn Bhd (formerly	100.0	Inactive
known as Permyjaya Sino Education Sdn
Bhd)
Mawar Education Centre Sdn Bhd	53.3	Provision of educational business
Subsidiaries of Naim Capital Sdn Bhd
Name of Company	Effective equity	Principal Activities
	interest held (%)
Naim Capital Port Sdn Bhd	100.0	Civil contractor
Naim Capital Housing Sdn Bhd	100.0	Civil contractor

4

Subsidiary of Peranan Makmur Sdn Bhd
Name of Company	Effective equity	Principal Activities
	interest held (%)
Harmony Faber Sdn Bhd	70.0	Property investment
Subsidiaries of Naim Overseas Sdn Bhd
Name of Company	Effective equity	Principal Activities
	interest held (%)
Naim Engineering Construction (Fiji)	99.9	Inactive
Limited
Naim Quarry (Fiji) Limited	99.9	Inactive
Naim Premix (Fiji) Limited	99.9	Inactive

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

3. FEATURES OF THE PROPOSED NEW SHAREHOLDERS' MANDATE

3.1 Classes of Related Parties

The Proposed New Shareholders' Mandate will apply to the following classes of Related Parties:

1. Directors or Major Shareholders; and
2. Persons Connected to the Directors or Major Shareholders.

[THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

5

3.2 Details of Recurrent Related Party Transactions contemplated under the Proposed New Shareholders' Mandate

3.2.1 The class and nature of the Recurrent Related Party Transactions of the Group are as follows:

				Estimated aggregate value
Transaction	Vendor/Provider	Purchaser/Recipient	Interested Related Parties	from the forthcoming AGM on
30 May 22024 to the next AGM
				(RM'000)

Sale of properties, NAIM Group	Directors and/or major shareholders	All	Directors	and	major
including land or	of the NAIM Group and persons	shareholders of NAIM Group@
land-based	connected with them
property

Up to 10% of any one of the percentage ratios

Purchase	of Directors	and/or	major NAIM Group	All	Directors	and	major	Up to 10% of any one of the
properties,	shareholders of the NAIM Group	shareholders of NAIM Group@	percentage ratios
including land or	and persons	connected	with
land-based	them
property

Notes:

• The Directors, Major Shareholders and/or Persons Connected to them who would be purchasing/selling the properties could not be ascertained at this juncture.

6