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INVESTOR RELATIONS POLICY Department All PRESTARIANG BERHAD INVESTOR RELATIONS POLICY

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Page 1: INVESTOR RELATIONS POLICY - Prestariang Berhad · PDF fileGovernment and regulatory authorities; ... Investor, analysts and media relations, ... INVESTOR RELATIONS POLICY

INVESTOR RELATIONS POLICY Department

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PRESTARIANG BERHAD

INVESTOR RELATIONS POLICY

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TABLE OF CONTENTS Page

Definitions 2

1 Introduction 3

2 Purpose 3

3 Who Is Covered By This Policy? 3

4 What Is Covered By This Policy 4

5 The Audience 4

6 Communication Qualities 5

7 The Authority Structure 6

8 How We Practice IR 7

9 Material Information 9

10 Confidential Information & Leaks 10

11 Disseminating Information 11

12 Reports & Rumours 12

13 Guidance & Forward-Looking Commentary 12

14 Major Developments 12

15 Quiet Periods 13

16 Crisis Communications 13

17 Insiders 13

18 Feedback 13

19 Contact Details 13

Appendix I: Examples Of Material Information 14

Appendix II: Guidelines To Maintaining Confidentiality 15

Appendix III: A Typical IR Calendar 16

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Definitions

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

document:

“BOD / Board” : Board of Directors

“Bursa” : Bursa Malaysia Securities Berhad

“Company” : Prestariang Berhad

“CC” : Corporate Communications

The Department whose main functions (in relation to this

Policy) are Investor Relations, IR related materials (including

IR materials on the corporate website), and organising

regular dialogue with current and potential investors,

analysts, the financial media, corporate relations, public &

media relations, corporate website management, event

management, preparing the Annual Report and organising

the Annual General Meeting

“Group” : Prestariang Berhad and its group of companies

“CEO” : Chief Executive Officer

“CFO” : Chief Financial Officer

“COO” : Chief Operating Officer

“CG” : Corporate Governance The Department whose functions (in relation to this Policy) ensures regulatory compliance to Bursa Listing Requirements, jointly preparing the Annual Report and organising the Annual General Meeting “LOA” : Limits of Authority

“IR” : Investor Relations

“IRO / IROs” : IR officer(s) or any persons identified to undertake the

function

“Policy” : Prestariang Berhad Investor Relations Policy

“Securities” : Means debentures, stocks, warrants and shares in issue of

Prestariang Berhad and include any right or option thereof

“Senior Management” : CEO, COO, CFO, Heads of Group subsidiary companies &

other relevant Head of Departments

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1. Introduction

Investor Relations is that process through which a public listed company organises and conducts itself

in two-way communications with its shareholders, the financial community and other stakeholders

with the objective of accurately representing the company, achieving a fair market value for the

company’s securities and ultimately lowering its cost of capital. (Courtesy: Bursa Malaysia Berhad)

The wider aim of the Company’s IR programme is to provide stakeholders with a clear, honest and

accurate picture of the Company’s past performance and prospects for the future. The objectives are

to provide them with strategic and operational information that will help them make properly

informed investment decisions, and allow others to have a balanced understanding of the Company

and its objectives.

This Policy describes how Prestariang Berhad and its group of companies will meet those aims in as

effective a manner as possible. In drafting this Policy, the Company has considered the

recommendations of Bursa’s Investor Relations Manual, the Malaysian Code on Corporate Governance

2000, and its continuing disclosure obligations as a public listed company, as described in the Listing

Requirements of Bursa, together with the Company’s approved LOA.

Both the Company and its stakeholders will benefit from a structured approach to IR. A successful IR

programme will result in an increased level of interest and higher liquidity in the Company’s securities.

This should be reflected in a fair valuation for the Company’s securities.

2. Purpose

This Policy serves two purposes:

i It acts as the foundation for the Company’s IR programme, and provides a framework of

processes and procedures around for which the programme is structured; and

ii It describes how the Company intends to keep its stakeholders informed and maintain effective

communications with them.

3. Who Is Covered By This Policy?

The respective Board of Directors of the Group and its group of companies, Senior Management, IROs,

identified spokespersons and all other relevant staff of the Group.

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4. What Is Covered By This Policy?

Material information concerning the Company, whether in written or oral communications, including

but not limited to the following:

All reports, corporate announcements and other documents provided to Bursa and other

regulators;

Statements, data and other material contained in the Company's Annual Reports and any

letters or circulars to shareholders;

Press releases or any presentations given by the Company;

The Company's website;

Articles, advertorial publications and corporate brochures concerning the Company;

All correspondence, including emails;

Verbal statements made in meetings, briefings, press conferences, interviews with the media,

or during telephone conversations;

Speeches given on behalf of the Company.

5. The Audience

The Company communicates with a wide audience of shareholders, other stakeholders and the

general public. In particular, this will include:

Shareholders and prospective investors;

Institutional investors;

The financial press and other media;

Analysts and investment bankers;

Private investors;

Employees;

Government and regulatory authorities;

Financial institutions, bond holders and other creditors;

Business partners and service providers; and

Other organisations and special interest groups.

Speeches given on behalf of the Company.

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6. Communication Qualities

In all its communications, the Company will endeavour to ensure the following criteria are applied.

Errors or omissions will be corrected as soon as they are known.

Consistency

The same information will be given to all stakeholders at the same time

Clarity

Information will be sufficient, accurate upon release, easily understood and avoid jargon

or legal and technical phrases, where possible

Transparency

Information will be presented in a balanced and fair manner, irrespective of whether or

not it is favourable to the Company

Timeliness

Information will be released as soon as it is known unless there are legal constraints or

legitimate business reasons not to do so

Equal Access

Information will be disseminated to the widest possible audience through the use of

all appropriate communication channels

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7. The Authority Structure

Prestariang has an established management structure, which facilitates corporate governance and

provides clear lines of authority and responsibility for the implementation of this Policy, as illustrated

below:

Board of Directors

Audit Committee

Primary Spokespersons

CEO

CFO

Secondary Spokespersons

Chairman / COO Company secretary/ Head of Corporate Governance CEO of Subsidiaries Head of Corporate Communication/ IRO

Authority Overall responsibility for business, setting

strategic directions, approves interim/audited

financial statements and major developments

Review policies, compliance, risk management

reports, internal controls and quarterly results

and accounts

Responsible for the performance & action of the

Company, approves material disclosures and

media releases on sensitive, routine &

operational matters

Group corporate and financial reporting

External communications, Risk Management,

Performance Monitoring

Ensures regulatory compliance, liaison and

communication with Bursa

Special responsibilities restricted to specific

business unit or subsidiary

Investor, analysts and media relations,

presentation materials, press releases, website

management, Investor. Relation Coordination

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Primary spokespersons may communicate generally with the audience, provide information, data and

analysis, and address questions concerning the Company's operations, projects and financial

condition, its future prospects and strategies. They may also discuss matters relating to the Company's

governance and management.

Secondary Spokespersons may only communicate with the audience in connection with their specific

areas of responsibility, unless authorised by a Primary Spokesperson to speak on other matters.

No other person is authorised to act as a spokesperson for the Company.

8. How We Practice IR

The Company’s IR strategy has been determined through careful consultation between Senior

Management and the IRO. The strategy will evolve as the Company’s relationship with investors

develops, and reflect feedback received from various audiences constituents.

The IR Calendar, which charts the key IR events for the year, is seen as a critical element of the IR

programme. The IRO, guided by Senior Management, is responsible for developing this calendar,

which ensures the Company communicates to its various stakeholders in an organized, effective and

timely manner. Appendix III gives examples of typical activities that should appear on the IR Calendar.

The IRO will be involved in the planning, staging and presentation of the events defined in the IR

Calendar. The IRO with CC will also be expected to arrange ad hoc meetings and events as needed. All

meetings and events should be well structured and use audio visual and technological aids as

necessary.

The main events and tools to disseminate information to stakeholders include:

a) Quarterly and preliminary results

Interim financial results will be issued to Bursa on the day of approval by the Board, in the format

required by Bursa. Thereafter, the quarterly report will be published on the Company's website, and

the relevant parties on the IR mailing list (or IR Circle) will be alerted via email.

The CEO will normally lead the results presentation. The IRO (with assistance from CFO and CC will be

responsible for staging the stakeholders’ meeting and issuing invitations for the business strategy. The

IRO will also take a lead role in handling follow-up calls generated by the results presentation.

b) The Annual Report and the Annual General Meeting (“AGM”)

CC is responsible for the overall concept, design, content, compliance and production of the Annual

Report with support from CG.

The Annual Report in a summarised printed format together with an electronic version of the full

report will be delivered to all shareholders within the timeline stipulated in Bursa’s Listing

Requirements. A complete printed report will be available to shareholders on request. The Annual

Report will also be made available on the Company's website.

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The AGM is a major event. It will be organised by CC with support from CG and the IRO preparing the

presentation material, if any. Notice of the meeting will be announced to Bursa and in a daily

newspaper and in compliance with Bursa’s Listing Requirements.

As the main forum for individual shareholders, the meeting will provide an opportunity for reasonable

discussion of the Company’s financial condition, performance, operations, outlook and strategies. The

Company will respond to questions in as open a manner as possible, which may include providing

written answers following the meeting.

c) The Circular to Shareholders/Securities holders (“Circular”), Extraordinary General Meeting

(“EGM”) and other General Meeting (“GM”)

The relevant corporate advisers will be responsible for the content, compliance and production of the

Circular, with support from CFO and CG.

Notice of EGM/GM together with the Circular will be despatch to all shareholders/securities holders,

whichever applicable, not less than 21 days from the date of EGM/GM. The Circular will also be

available on the Company’s website.

d) Institutional investor and analyst meetings

These events take place as part of the Company’s IR programme, and may be arranged either on

individual basis or in small groups. The Company will endeavour to meet with substantial shareholders

at a reasonable timeframe. Primary Spokespersons will normally handle these meetings. Only

information that is publicly available may be discussed during these meetings. Any new presentation

materials prepared for these meetings will be published on the Company's website.

These meetings, as with all encounters with the financial community will be used by IRO to obtain

feedback from the market on views of the Company’s performance and future prospects.

e) Press conferences and media briefings

Subject to compliance with listing requirements, such events normally coincide with the

announcement of the Company's quarterly, half-year and full year financial results, or in the event of

the announcement of a major corporate development. Primary Spokespersons will conduct the press

conference/briefing. Secondary Spokespersons will assist where necessary.

CC will be responsible for event management and the media.

Electronic communication means, including teleconference or web cast facilities, will be used to

permit effective attendance by the widest possible audience. A recording of the event may be made

and placed subsequently on the Company's website, along with the presentation materials.

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f) Road shows

Road shows are any series of meetings with potential investors, analysts and investment bankers,

designed to generate interest in the Company’s securities. They may be arranged domestically or

overseas.

IRO and CC will be responsible for liaising and dealing with invitations from financial institutions

and/or analysts. The primary spokesperson will normally represent the Company at such events.

g) The Company website and electronic communications

The Company website will be one of its main communication channels. It will not replace existing

communication conduits, but will be used to provide for the broadest possible dissemination of

corporate information. CC will be responsible for coordination of the design, content and maintenance

(including updating and subsequent revamp) of the website, CC and IRO will be responsible for the

content of the Investor Relations sections. The website may also contain a facility for electronic

contact between the Company and its stakeholders.

Press releases, new presentation materials provided at meetings/briefings with investors, analysts and

the media, and any audio/visual record of such meetings/briefings, will also be placed on the website.

9. Material Information

Material information is defined as any information about the Company which would be likely to have

an effect on:

a) the market price or value of the Company's securities, or activity in the trading of its securities; or

b) a decision to buy, sell or continue holding the Company's securities made by an existing holder of

those securities, or a person considering an investment in those securities.

The Listing Requirements of Bursa describe what amounts to material information, and the Company’s

policy is to comply fully with its disclosure obligations. Materiality can be a matter for subjective

evaluation, however. The Company will always exercise prudence by assessing the likely effect of the

information on the price of the Company's securities. This will take precedence over the materiality

thresholds contained in Bursa’s guidelines for percentage ratio calculation.

In the event of doubt, the spokesperson will determine whether any information or event is material

and requires announcement.

Appendix I gives examples of material information.

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10. Confidential Information & Leaks

Employees must adhere to the Code of Conduct on confidentiality issued by the Company at all time.

Unless it is already in the public domain, all information regarding the Company, its operations,

financial condition and future prospects, will normally be regarded as material information. As such, it

will be treated as confidential.

Access to confidential information will be restricted to those persons (including members of staff and

relevant third parties) with a legitimate need for such information, determined by their duties or

obligations to the Company.

Third Parties: The Company may provide unpublished material information to third parties, such as the Company's auditors, bankers, lawyers or other professional advisors, as well as to outside parties connected to undisclosed major corporate developments. Unless adequate legal protection already exists, the Company will normally require the execution of

non-disclosure and confidentiality agreements by these persons.

Internet chat rooms: Employees are discouraged from participating in Internet chat rooms, or other

forums where information and opinion concerning the Company is exchanged.

Leakage & Accidental Disclosure: When there is a leakage of material information, accidental or

otherwise, corrective action will be taken in line with the Company's organisation and authority

structure. If appropriate, the Company will make an announcement to Bursa as soon as possible, to be

followed by a press release. Other communication channels may also be used if necessary.

Appendix II provides guidance on maintaining confidentiality.

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11. Disseminating Information

The Company will follow a systematic approach.

Step 1:

The Board approves the release of material information.

Step 2:

On the same day, after market closure, an announcement is made to Bursa. (Note: The Company may request Bursa to temporarily suspend trading in the Company's securities to permit an announcement during trading hours, if it would facilitate broader dissemination and better understanding of the information.)

Step 3:

The Company issues a press release to all major newspapers and newswire services in Malaysia. (Note: Certain minor administrative matters announced to Bursa will not be followed by any other communication.)

Step 4:

Investors, analysts and the media are invited to a press conference/ briefing. (Note: This will normally follow the announcement of interim financial reports, or the announcement of a major corporate development.)

Step 5:

The press release and presentation materials are posted on the on the Company's website, and copies are emailed to persons on the mailing list.

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12. Reports & Rumours

Analysts' reports: When analysts contact the Company to check their facts or confirm their assumptions,

it is the Company's policy to provide verbal guidance only. Errors of fact may be corrected, and

assumptions that are not in line with previously announced data may be highlighted. The Company will

not endorse any analyst's report, nor will it attempt to influence the opinions or conclusions of the

analyst.

The Company will not circulate any analyst's report to an outside party, but the Company may circulate

such reports internally to its Board and senior management to facilitate an appreciation of the external

view of the Company.

Rumours: When reports or rumours about the Company circulate, the Company will not normally

respond, unless the report or rumour appears to be material information, and might be expected to

affect the price of the Company's securities or trading activity in those securities.

When reports or rumours about the Company are materially incorrect, the Company will issue an

announcement to Bursa which denies or clarifies the report or rumour, and provides information to

support the Company’s position.

The Company wishes to promote an orderly market in its securities, and will be proactive in addressing

reports and rumours, so as keep shareholders and other stakeholders properly informed and to

discourage speculation in its securities.

13. Guidance & Forward-Looking Commentary

The Company may provide forward-looking commentary and guidance from time to time to assist

investors and other stakeholders in evaluating the Company. Such commentary may be included in

presentations, briefings for analysts or the media, or during road shows, and may also be contained in

any accompanying press release. Predictions of actual future financial results will not be given, but

comment on future prospects, including the likelihood of meeting any publicised targets, such as

headline Key Performance Indicators, may be provided in good faith.

Any forward-looking commentary must be clearly qualified by a written Safe Harbour Statement or

advice not to rely on the data, to be included in all relevant written materials.

In the event of a significant variation occurring between previously given guidance and actual financial

results, the Company will evaluate the significance of the variation, together with the expectations of

the investment community, and determine whether it would amount to misleading the market if the

Company were not to issue a clarification to Bursa.

14. Major Developments

Major corporate developments will always be announced in a manner which ensures the widest possible

dissemination of the news, in line with Bursa’s Listing Requirements. Examples of such developments

include mergers, acquisitions, and the award of a major new project or the establishment of a new

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business. Prior to such announcements, the confidentiality of information concerning the development

will be strictly safe-guarded until all necessary approvals have been received. When such approvals are

in place the Company will make the announcement as soon as possible.

15. Quiet Periods

In the two week period preceding the announcement of quarterly interim financial results, the Company

will not normally entertain any contact with investors, analysts, or the media, and will not respond to

enquiries concerning either its financial position or its operations, unless there are exceptional

significant circumstances which would dictate otherwise.

16. Crisis Communications

A serious and potentially damaging event, of either an operational or financial nature, which might

materially and negatively affect the Company or its financial condition, or have a material adverse effect

on the price of the Company's securities, is regarded as a crisis.

The Company will issue an announcement to Bursa which clarifies the report and provides information

to support the Company’s position.

17. Insiders

An Insider is any person who is in possession of material information about the Company, its financial

condition or its operations. Material information which has not been disclosed to Bursa and the

investing public is Inside Information.

Insiders may not deal in the Company's securities while in possession of Inside Information, nor may

they pass Inside Information to any other person to help that person deal in the Company's securities.

The relevant provisions of the Capital Markets and Services Act 2007 apply to all Insiders.

18. Feedback

Constructive commentary and criticism from investors and other major stakeholders on financial,

operational and performance matters, as well as on governance and strategic issues, is welcomed by

the Company. A proactive approach will be taken to gather external verbal opinion on occasions of

contact with members of the Company’s audience. External opinion may also be surveyed through

formal questionnaires.

19. Contact Details

Investor Relations

Prestariang Berhad (922260-K)

70-73, NeoCyber

Lingkaran Cyber Point Barat

63000 Cyberjaya, Selangor, Malaysia.

Website: www.prestariang.com.my

Email: [email protected]

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Tel : (+603) 8314 8400

Fax : (+603) 8318 9280

Appendix I: Examples of Material Information

Listed below are examples (non-exhaustive) of material information:

Any change in the significant shareholders of the Company or in control over the Company’s

securities;

Any new issue of securities by the Company or any change in the number of securities in issue,

or in the terms or rights attaching to those securities, including debt or convertible securities;

Any information concerning dividends;

Any changes to the Memorandum and Articles of Association;

Any change in the Board of Directors of the Company or in the composition of any board

committees;

Change of Principle Officer of the Company;

Material litigation and court decisions;

The occurrence of labour disputes, or of disputes with business partners, contractors or

suppliers;

News concerning any arbitration or other proceedings for dispute resolution, and the outcome;

Corporate proposals in connection with any form of fund-raising, a significant acquisition or

disposal of any kind, a restructuring or a reverse take-over;

Creation of any material direct or contingent financial obligation;

The award of any rating to an obligation of the Company by an official rating agency, or any

change in such a rating;

Material changes in the Company’s business or strategy;

Other events outside the Company’s ordinary business that may be expected to have a material

effect on the Company’s operations, financial condition or future prospects.

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Appendix II: Guidelines To Maintaining Confidentiality

Documents and files should be kept in a safe place;

The physical or electronic copying of confidential documents should be strictly controlled;

Confidential matters should not be discussed in public places, or on mobile telephones;

Documents containing confidential information should not be read in public places, or discarded

or left unattended in any place where they may be read or taken by unauthorised persons;

Unless there is a pressing need, confidential documents should not be removed from the

Company’s offices, and employees should exercise special care over such documents (including

files contained on portable computers) when outside the office;

Portable computers containing confidential information must be safe-guarded at all times and

not left unattended in any place where they might be accessed by unauthorised persons;

Transmission of confidential documents by fax, email or other electronic means should only

occur under secure conditions;

Unnecessary copying of confidential documents should not occur;

Documents which are no longer needed should be physically destroyed in a secure manner

which does not allow for their future retrieval;

Passwords, codenames and encryption safeguards should be implemented wherever possible.

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Appendix III: A Typical IR Calendar

The following activities will typically appear on the IR calendar:

Quarterly results announcement;

Analyst briefing / conference call;

Full year results announcement;

Dividend payment;

Preparation and release of Annual Report;

Annual General Meeting;

Site visits;

Investor Day / Domestic road show;

International road show;

Major international broker conference; and

Industry / Trade fair.

Adapted from material sourced through the Australasian Investor Relations Association (AIRA) and the

Bursa Malaysia Investor Relations Manual