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Share Buy Back Statement 2020

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THIS STATEMENT 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 advisers immediately.

Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Statement,
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 Statement.
Bursa Securities has not perused the contents of this Statement prior to its issuance as such contents are
exempted from perusal pursuant to Practice Note 18 of the Main Market Listing Requirements of Bursa
Securities.

SASBADI HOLDINGS BERHAD


Registration No. 201201038178 (1022660-T)
(Incorporated in Malaysia)

STATEMENT TO SHAREHOLDERS IN RELATION TO THE


PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

The resolution in respect of the above proposal will be tabled as Special Business at the Eighth
Annual General Meeting (“AGM”) of Sasbadi Holdings Berhad (“Sasbadi Holdings” or “the
Company”) to be conducted on fully virtual basis through live streaming from the Broadcast Venue
at Lot 12, Jalan Teknologi 3/4, Taman Sains Selangor 1, Kota Damansara, 47810 Petaling Jaya,
Selangor on Thursday, 4 February 2021 at 10.00 a.m. Shareholders are advised to refer to the Notice
of AGM and Form of Proxy set out in the Company’s Annual Report 2020.

The Form of Proxy should be completed and returned in accordance with the instructions thereon as
soon as possible and in any event, must be deposited at the Poll Administrator Office at Level 15-2,
Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur, Wilayah Persekutuan or
submitted via email to AGM-support.Sasbadi@megacorp.com.my not less than forty-eight (48) hours
before the time appointed for the AGM or any adjournment thereof. Please refer to the Administrative
Guide for the procedures of electronic lodgement.

Last date and time for depositing the Form of Proxy : Tuesday, 2 February 2021 at 10.00 a.m.
Date and time of the Eighth AGM : Thursday, 4 February 2021 at 10.00 a.m.

This Statement is dated 30 December 2020


DEFINITIONS

Except where the context otherwise requires, the following words and abbreviations shall have the
following meaning:

Act : The Companies Act 2016, as amended from time to time and any re-
enactment thereof

AGM : Annual General Meeting

Annual Report 2020 : Annual Report of Sasbadi Holdings for the financial year ended 31 August
2020

Board : The Board of Directors of Sasbadi Holdings

Bursa Securities : Bursa Malaysia Securities Berhad

Code : Malaysian Code on Take-Overs and Mergers, 2016 as may be amended,


modified or re-enacted from time to time

Director(s) : A natural person who holds a directorship in Sasbadi Holdings and shall
have the meaning given in Section 2(1) of the Capital Markets and
Services Act, 2007

EPS : Earnings per share

Listing Requirements : The Main Market Listing Requirements of Bursa Securities, including any
amendments thereto that may be made from time to time

LPD : 8 December 2020, being the latest practicable date prior to the issuance
of this Statement

NA : Net assets

Proposed Renewal of : Proposed renewal of the authority for Sasbadi Holdings to purchase its
Share Buy-Back own shares of up to ten percent (10%) of the total number of issued
Authority shares at any point of time

Purchased Share(s) : Sasbadi Holdings Share(s) to be purchased pursuant to the Proposed


Renewal of Share Buy-Back Authority

RM and sen : Ringgit Malaysia and sen, respectively

Sasbadi Holdings or : Sasbadi Holdings Berhad


Company

Sasbadi Holdings : Sasbadi Holdings and its subsidiaries


Group or Group

Sasbadi Holdings : Ordinary share(s) of Sasbadi Holdings


Share(s) or Share(s)

Statement : This statement to shareholders dated 30 December 2020 in relation to the


Proposed Renewal of Share Buy-Back Authority

All references to “Sasbadi Holdings” or “the Company” in this Statement are to Sasbadi Holdings
Berhad, reference to “Sasbadi Holdings Group” or “Group” are to the Company and its subsidiaries and
references to “we”, “us”, “our” and “ourselves” are to the Group, the Company, and where the context
otherwise requires, the subsidiaries.

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

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DEFINITIONS (CONT’D)

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/or neuter genders and
vice versa. References to persons shall include corporations, unless otherwise specified.

Any reference to a time of day in this Statement is a reference to Malaysian time, unless otherwise
stated.

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

Certain figures in this Statement have been subject to rounding adjustments.

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TABLE OF CONTENTS

LETTER TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHARE


BUY-BACK AUTHORITY

Page

1. INTRODUCTION 1

2. DETAILS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY 2

3. RATIONALE FOR THE PROPOSED RENEWAL OF SHARE BUY-BACK 2


AUTHORITY

4. FUNDING FOR THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY 2

5. TREATMENT OF PURCHASED SHARES 3

6. POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED 3


RENEWAL OF SHARE BUY-BACK AUTHORITY

7. EFFECTS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY 4

8. PUBLIC SHAREHOLDING SPREAD 8

9. PURCHASE OF SHARES, RESALE OR CANCELLATION OF TREASURY SHARES 8


MADE IN THE PRECEDING TWELVE (12) MONTHS

10. HISTORICAL MARKET PRICES OF SHARES 9

11. IMPLICATION OF THE CODE 9

12. INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS AND/OR PERSONS 10


CONNECTED WITH THEM

13. DIRECTORS’ RECOMMENDATION 10

14. FURTHER INFORMATION 10

APPENDIX I ADDITIONAL INFORMATION 11

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SASBADI HOLDINGS BERHAD
Registration No. 201201038178 (1022660-T)
(Incorporated in Malaysia)

Registered Office:
Suite 11.1A, Level 11
Menara Weld
76, Jalan Raja Chulan
50200 Kuala Lumpur
Malaysia

30 December 2020

BOARD OF DIRECTORS

Dato’ Salleh Bin Mohd Husein (Independent Non-Executive Chairman)


Mr. Law King Hui (Group Managing Director)
Mr. Lee Swee Hang (Executive Director)
Ms. Law Yi Chian (Executive Director)
Dato’ Noor Rezan Binti Bapoo Hashim (Senior Independent Non-Executive Director)
Mr. Tang Yuen Kin (Independent Non-Executive Director)

To: The Shareholders of Sasbadi Holdings Berhad

Dear Sir/Madam,

PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

1. INTRODUCTION

At the AGM held on 13 February 2020, the Company had obtained the approval from its
shareholders to renew the authority for the Company to purchase its own shares of up to ten
percent (10%) of the total number of issued shares at any point of time. The said approval will
lapse at the conclusion of the forthcoming Eighth AGM of the Company scheduled to be held on
4 February 2021.

The Board of Directors of the Company had on 8 December 2020 announced the Company’s
intention to seek its shareholders’ approval for the Proposed Renewal of Share Buy-Back
Authority by way of an Ordinary Resolution at the forthcoming Eighth AGM of the Company.

The purpose of this Statement is to provide you with the details pertaining to the Proposed
Renewal of Share Buy-Back Authority together with the Directors’ recommendation and
to seek your approval for the Ordinary Resolution to be tabled at the forthcoming Eighth
AGM scheduled on 4 February 2021, notice of which is set out on pages 155 to 158 of the
Annual Report 2020.

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2. DETAILS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

The Board is proposing to seek the shareholders’ approval for the renewal of authority for the
Company to purchase its own shares of up to ten percent (10%) of the total number of issued
shares, subject to compliance with Sections 112, 113 and 127 of the Act, the Listing
Requirements and any prevailing laws, guidelines, rules and regulations issued by the relevant
authorities at the time of purchase.

The approval from the shareholders for the Proposed Renewal of Share Buy-Back Authority
would be effective immediately upon the passing of the Ordinary Resolution for the Proposed
Renewal of Share Buy-Back Authority at the forthcoming Eighth AGM and shall be valid until:

(i) the conclusion of the next AGM of the Company at which time the authority will lapse
unless renewed by ordinary resolution, either unconditionally or subject to conditions;

(ii) the expiry of the period within which the next AGM of the Company is required by law to
be held; or

(iii) the authority is revoked or varied by ordinary resolution passed by the shareholders of the
Company in a general meeting.

whichever occurs first, but shall not prejudice the completion of any purchase(s) by the Company
before the aforesaid expiry date and in any event in accordance with the provision of the Act, the
Listing Requirements and other prevailing laws, guidelines, rules and regulations issued by the
relevant authorities.

3. RATIONALE FOR THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

The Proposed Renewal of Share Buy-Back Authority, if implemented, will enable Sasbadi
Holdings Group to utilise any of its surplus financial resources, which is not immediately required
for other uses, to purchase its own Shares from the market. It is expected to stabilise the supply
and demand of Sasbadi Holdings Shares in the market, as well as the market price of the Shares.

If the Purchased Shares are maintained as treasury shares or cancelled, it will result in a lower
number of Sasbadi Holdings Shares being used for the purposes of computing the EPS.
Therefore, other things being equal, it will improve the EPS of Sasbadi Holdings Group, which in
turn is expected to have a positive impact on the market price of Sasbadi Holdings Shares.

If the Purchased Shares are held as treasury shares and subsequently resold on Bursa Securities
at a higher price, the Company would realise a gain without affecting the total number of issued
shares of the Company. If the treasury shares are distributed as share dividends, this would serve
to reward the shareholders of the Company.

4. FUNDING FOR THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

The Proposed Renewal of Share Buy-Back Authority will be funded through internally generated
funds and/or bank borrowings, the breakdown of which will be determined later depending on the
actual number of Shares purchased, the purchase price(s) and other relevant cost at the time of
purchase(s), and availability of funds. Should the purchase of Sasbadi Holdings Shares be
financed through bank borrowings, the Board will ensure that there is sufficient funds to repay
such borrowings and that the repayment will not have any material adverse effect on the cash
flow of Sasbadi Holdings Group.

The maximum amount of funds to be allocated for the Proposed Renewal of Share Buy-Back
Authority shall not exceed the aggregate amount of the retained earnings of the Company.

Based on the latest audited financial statements of Sasbadi Holdings as at 31 August 2020, the
retained earnings of the Company were RM0.7 million.

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5. TREATMENT OF PURCHASED SHARES

In accordance with Section 127(4) of the Act, the Company would be able to deal with any
Sasbadi Holdings Shares so purchased by the Company in the following manner:

(a) to cancel the Purchased Shares; or

(b) to retain the Purchased Shares as treasury shares; or

(c) to retain part of the Purchased Shares as treasury shares and cancel the remainder.

The Purchased Shares held as treasury shares may be distributed as share dividends, resold on
Bursa Securities in accordance with the relevant rules of Bursa Securities or transfer for the
purposes of or under an employees’ share scheme or as purchase consideration or such other
purposes in accordance with Section 127(7) of the Act.

In considering how the Purchased Shares will be dealt with, the Directors will take into
consideration the effect of such treatment to the Sasbadi Holdings Group in arriving at its
decision. In addition, an immediate announcement will be made to Bursa Securities upon each
purchase, cancellation and or resell of shares pursuant to the share buy-back.

6. POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED RENEWAL OF


SHARE BUY-BACK AUTHORITY

The potential advantages of the Proposed Renewal of Share Buy-Back Authority to the Company
and its shareholders are as follows:

(i) Allow the Company to take preventive measures against speculation, particularly when the
Shares are undervalued and this would, in turn, stabilise the market price of Sasbadi
Holdings Shares and hence, enhance investors’ confidence;

(ii) Allow the Company the flexibility to achieve the desired capital structure, in terms of debt
and equity composition and size of equity;

(iii) Provide the Company with opportunities for potential gains if the Purchased Shares which
are retained as treasury shares, are resold at a higher price than they were bought for; and

(iv) Serve to reward the shareholders of the Company if the Purchased Shares which are
retained as treasury shares, are distributed as share dividends to the shareholders.

The potential disadvantages of the Proposed Renewal of Share Buy-Back Authority to the
Company and its shareholders are as follows:

(i) Reduce the financial resources of the Company, which may result in the Company
foregoing better investment opportunities that may emerge in the future; and

(ii) Reduce the financial resources available for distribution to shareholders in the immediate
future as the funds to be allocated for the Proposed Renewal of Share Buy-Back Authority
can only be made out of retained earnings of the Company.

The Board will be mindful of the interests of the Company and its shareholders in undertaking
any purchase of its own Shares, and will only implement it after due consideration of the financial
resources of Sasbadi Holdings Group and the resultant impact on the shareholders of the
Company.

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7. EFFECTS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

7.1 Total Number of Issued Shares

The effect of the Proposed Renewal of Share Buy-Back Authority on the total number of
issued shares of Sasbadi Holdings will depend on whether the Purchased Shares are
cancelled or retained as treasury shares.

For illustration purposes, the pro forma effects of Proposed Renewal of Share Buy-Back
Authority on the total number of issued shares of the Company as at LPD are set out
below:

No. of Sasbadi
Holdings Shares#
Total number of issued Shares 419,099,500

Assuming the Purchased Shares are cancelled* (41,909,950)

Resultant total number of issued Shares 377,189,550

Notes:-
# Inclusive of 1,000 Shares bought back and retained as treasury shares by the Company
* Assuming up to 10% of the total number of issued shares of the Company are purchased under the
Proposed Renewal of Share Buy-Back Authority and are subsequently cancelled.

If the Purchased Shares are retained as treasury shares, resold or distributed to its
shareholders, the Proposed Renewal of Share Buy-Back Authority will have no effect on
the total number of issued shares of the Company.

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7.2 NA, NA per Share and working capital

The effect of the Proposed Renewal of Share Buy-Back Authority on the NA of Sasbadi
Holdings Group will depend on the actual number of Shares purchased, the price and other
relevant cost at the time of purchase, the effective funding cost to Sasbadi Holdings Group
to finance the purchase of such Shares, or any loss in interest income to Sasbadi Holdings
Group, and whether the Purchased Shares are cancelled, retained as treasury shares,
resold on Bursa Securities or distributed as share dividends to shareholders of Sasbadi
Holdings.

If all Purchased Shares are cancelled, the NA per Share of Sasbadi Holdings Group would
decrease if the purchase price per Purchased Share exceeds the NA per Share at the
relevant point in time, and vice versa.

The NA of Sasbadi Holdings Group would decrease if the Purchased Shares are retained
as treasury shares, due to the requirement for treasury shares to be carried at cost and be
offset against equity.

If the treasury shares are resold on Bursa Securities, the NA of Sasbadi Holdings Group
would increase if the Company realises a gain from the resale, and vice versa. If the
treasury shares are distributed as share dividends, the NA of Sasbadi Holdings Group
would decrease by the cost of the treasury shares.

The Proposed Renewal of Share Buy-Back Authority, as and when implemented, will
reduce the working capital of Sasbadi Holdings Group, the quantum of which will depend
on, among others, the number of and prices paid for the Purchased Shares.

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7.3 Substantial shareholders’ shareholdings

The pro forma effects of the Proposed Renewal of Share Buy-Back Authority implemented in full on the shareholdings of the existing substantial shareholders
of Sasbadi Holdings as at LPD are as follows:

As at the LPD(1) After the Proposed Share Buy Back(3)


Direct Indirect Direct Indirect
No. of Sasbadi No. of Sasbadi No. of Sasbadi No. of Sasbadi
Holdings Holdings Holdings Holdings
Substantial shareholders Shares % Shares % Shares % Shares %
Karya Kencana Sdn Bhd 76,200,001 18.18 - - 76,200,001 20.20 - -
Law King Hui 76,783,500 18.32 76,200,001 (2) 18.18 76,783,500 20.36 76,200,001 (2) 20.20
Lee Swee Hang 35,506,500 8.47 76,200,001 (2) 18.18 35,506,500 9.41 76,200,001 (2) 20.20
Lee Eng Sang 19,050,000 4.55 76,200,001 (2) 18.18 19,050,000 5.05 76,200,001 (2) 20.20

Notes:
(1) Based on Sasbadi Holdings’ total number of issued shares of 419,098,500 Shares (excluding 1,000 Shares bought back and retained as treasury shares by the Company)
as at LPD.
(2) Deemed interested by virtue of his interest in Karya Kencana Sdn Bhd pursuant Section 8(4)(c) of the Act.
(3) Assuming the maximum number of Sasbadi Holdings Shares (of up to ten percent (10%) of the total number of issued shares) authorised under the Proposed Renewal
of Share Buy-Back Authority are purchased.

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7.4 Directors’ shareholdings

The pro forma effects of the Proposed Renewal of Share Buy-Back Authority implemented in full on the shareholdings of the existing Directors of Sasbadi
Holdings as at LPD are as follows:

As at the LPD(1) After the Proposed Share Buy Back(3)


Direct Indirect Direct Indirect
No. of Sasbadi No. of Sasbadi No. of Sasbadi No. of Sasbadi
Holdings Holdings Holdings Holdings
Directors Shares % Shares % Shares % Shares %
Dato’ Salleh Bin Mohd Husein 300,000 0.07 - - 300,000 0.08 - -
Law King Hui 76,783,500 18.32 76,200,001 (2) 18.18 76,783,500 20.36 76,200,001 (2) 20.20
Lee Swee Hang 35,506,500 8.47 76,200,001 (2) 18.18 35,506,500 9.41 76,200,001 (2) 20.20
Law Yi Chian - - - - - - - -
Dato’ Noor Rezan Binti Bapoo Hashim 300,000 0.07 - - 300,000 0.08 - -

Tang Yuen Kin - - - - - - - -

Notes:
(1) Based on Sasbadi Holdings’ total number of issued shares of 419,098,500 Shares (excluding 1,000 Shares bought back and retained as treasury shares by the
Company) as at LPD.
(2) Deemed interested by virtue of his interest in Karya Kencana Sdn Bhd pursuant to Section 8(4)(c) of the Act.
(3) Assuming the maximum number of Sasbadi Holdings Shares (of up to ten percent (10%) of the total number of issued shares) authorised under the Proposed Renewal
of Share Buy-Back Authority are purchased.

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7.5 Earnings and EPS

The effect of the Proposed Renewal of Share Buy-Back Authority on the EPS of Sasbadi
Holdings Group will depend on, among others, the number of and prices paid for the
Purchased Shares, the effective funding cost to finance the purchase of such Shares, or
any loss in interest income to Sasbadi Holdings Group or opportunity cost in relation to
other investment opportunities.

If the Purchased Shares are retained as treasury shares and subsequently resold, the
extent of the effect on the earnings of Sasbadi Holdings Group will depend on the actual
resale price, the number of treasury shares resold and the effective gain or the interest
savings arising from the exercise.

If the Purchased Shares are cancelled, the Proposed Share Buy-Back will increase the
EPS of Sasbadi Holdings Group provided the income forgone and/or interest expense
incurred on the Purchased Shares are less than the EPS before the share purchase.

7.6 Dividends

Assuming the Proposed Renewal of Share Buy-Back Authority is implemented in full and
the dividend quantum is maintained at historical levels, the Proposed Renewal of Share
Buy-Back Authority will have effect of increasing the dividend rate of the Company as a
result of the decrease in the number of Shares which are entitled to participate in the
dividend.

8. PUBLIC SHAREHOLDING SPREAD

The Proposed Renewal of Share Buy-Back Authority shall be carried out in compliance with
Paragraph 8.02(1) of the Listing Requirements which requires at least 25% of the total number of
issued shares (excluding treasury shares) of the Company to be in the hands of public
shareholders.

In this regard, the Company will endeavor to ensure that any share buy-back exercise will not
breach Paragraph 12.14 of the Listing Requirements, which states that a listed company must
not purchase its own shares on Bursa Securities if that purchase will result in the listed company
being in breach of Paragraph 8.02(1) of the Listing Requirements.

As at LPD, the public shareholding spread of the Company is 47.58%.

9. PURCHASE OF SHARES, RESALE OR CANCELLATION OF TREASURY SHARES MADE IN


THE PRECEDING TWELVE (12) MONTHS

There was no purchase of Shares, resale or cancellation of treasury shares in the past twelve
(12) months preceding the date of printing of this Statement.

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10. HISTORICAL MARKET PRICES OF SHARES

The monthly highest and lowest price of Sasbadi Holdings as traded on Bursa Securities for the
preceding twelve months (12) months are as follows:

Month and Year Highest Lowest


RM RM
2019
December 0.195 0.165
2020
January 0.205 0.165
February 0.180 0.145
March 0.155 0.085
April 0.145 0.090
May 0.135 0.115
June 0.135 0.105
July 0.180 0.130
August 0.155 0.125
September 0.165 0.120
October 0.135 0.115
November 0.140 0.115
(Source : The Wall Street Journal)

The last transacted market price of Shares on the LPD was RM0.135.

11. IMPLICATION OF THE CODE

The Board is mindful of the requirements of the Code and does not intend to undertake the
Proposed Renewal of Share Buy-Back Authority in a manner that will trigger the obligation by any
of the Company's substantial shareholders and/or parties acting in concert with them to undertake
a mandatory offer under the Code. In this regard, the Board will ensure that such number of
Shares so purchased, retained as treasury shares, cancelled or distributed, would not result in
triggering any mandatory offer obligation on the part of its substantial shareholders and/or parties
acting in concert with them.

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12. INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS AND/OR PERSONS
CONNECTED WITH THEM

Save for the proportionate increase in the percentage shareholdings and/or voting rights of the
shareholdings as a consequence of the Proposed Renewal of Share Buy-Back Authority as set
out in Section 7.3 and 7.4 of this Statement, none of the Directors, major shareholders of Sasbadi
Holdings and/or person connected with them have any interest, whether directly or indirectly, in
the Proposed Renewal of Share Buy-Back Authority.

13. DIRECTORS’ RECOMMENDATION

The Board of Sasbadi Holdings, having considered all aspects of the Proposed Renewal of Share
Buy-Back Authority, is of the opinion that it is in the best interests of the Company. Accordingly,
the Board recommends that you vote in favour of the Ordinary Resolution pertaining to the
Proposed Renewal of Share Buy-Back Authority to be tabled at the forthcoming Eighth AGM of
the Company.

14. FURTHER INFORMATION

Shareholders are requested to refer to Appendix I of this Statement for additional information.

Yours faithfully,
For and on behalf of the Board of Directors
SASBADI HOLDINGS BERHAD

Law King Hui


Group Managing Director

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APPENDIX I – ADDITIONAL INFORMATION

1. RESPONSIBILITY STATEMENT

This Statement has been seen and approved by the Board 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 false or
misleading statement or other facts the omission of which would make any information in this
Statement false or misleading.

2. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the registered office of Sasbadi
Holdings at Suite 11.1A, Level 11, Menara Weld, 76 Jalan Raja Chulan, 50200 Kuala Lumpur,
Malaysia during normal business hours from Mondays to Fridays (except public holidays) from
the date of this Statement up to and including the date of the Eighth AGM:-

(a) the Constitution of Sasbadi Holdings; and

(b) the audited consolidated financial statements of Sasbadi Holdings Group for the past two
(2) financial year ended 31 August 2019 and 31 August 2020.

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