16
THIS STATEMENT 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. If you have sold all your ordinary shares in M K Land Holdings Berhad (“M K Land” or “Company”), you should at once hand this Circular together with the enclosed Form of Proxy to the purchaser or to the stockbroker or other agent through whom you effected the sale for transmission to the purchaser. Bursa Malaysia Securities Berhad (“Bursa Securities”) has not perused this Circular prior to its issuance as it is an exempt statement. 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. M K LAND HOLDINGS BERHAD (40970-H) (Incorporated in Malaysia) SHARE BUY-BACK STATEMENT in relation to the PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY and EXTRACT OF THE NOTICE OF ANNUAL GENERAL MEETING The above Proposal will be tabled as Ordinary Resolution at 34th Annual General Meeting of the Company to be held at Saujana Ballroom, The Saujana Hotel, Saujana Resort, Jalan Lapangan Terbang Sultan Abdul Aziz Shah, 40150 Shah Alam, Selangor Darul Ehsan on Friday, 29 November 2013 at 9.30 a.m. Shareholders are advised to refer to the Notice of Annual General Meeting and the Form of Proxy which are included in the Company’s 2013 Annual Report despatched together with this Circular. You are requested to complete the Form of Proxy and deposit it at the Registered Office at No 19, Jalan PJU 8/5H, Perdana Business Centre, Bandar Damansara Perdana, 47820 Petaling Jaya, Selangor Darul Ehsan not later than forty-eight (48) hours before the time appointed 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. This Circular is dated 7 November 2013

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Page 1: M K LAND HOLDINGS BERHAD (40970-H) (Incorporated in ... · tan sri datuk (dr.) hj mustapha kamal bin hj abu bakar . table of contents appendix i enclosed extract of the notice of

THIS STATEMENT 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. If you have sold all your ordinary shares in M K Land Holdings Berhad (“M K Land” or “Company”), you should at once hand this Circular together with the enclosed Form of Proxy to the purchaser or to the stockbroker or other agent through whom you effected the sale for transmission to the purchaser. Bursa Malaysia Securities Berhad (“Bursa Securities”) has not perused this Circular prior to its issuance as it is an exempt statement. 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.

M K LAND HOLDINGS BERHAD (40970-H) (Incorporated in Malaysia)

SHARE BUY-BACK STATEMENT

in relation to the

PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

and

EXTRACT OF THE NOTICE OF ANNUAL GENERAL MEETING

The above Proposal will be tabled as Ordinary Resolution at 34th Annual General Meeting of the Company to be held at Saujana Ballroom, The Saujana Hotel, Saujana Resort, Jalan Lapangan Terbang Sultan Abdul Aziz Shah, 40150 Shah Alam, Selangor Darul Ehsan on Friday, 29 November 2013 at 9.30 a.m. Shareholders are advised to refer to the Notice of Annual General Meeting and the Form of Proxy which are included in the Company’s 2013 Annual Report despatched together with this Circular. You are requested to complete the Form of Proxy and deposit it at the Registered Office at No 19, Jalan PJU 8/5H, Perdana Business Centre, Bandar Damansara Perdana, 47820 Petaling Jaya, Selangor Darul Ehsan not later than forty-eight (48) hours before the time appointed 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.

This Circular is dated 7 November 2013

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DEFINITIONS Except where the context otherwise requires, the following words and phrases shall apply throughout this Share Buy-Back Statement: “Act” The Companies Act, 1965

“AGM”

Annual General Meeting

“Board”

Board of Directors

“Bursa Depository”

Bursa Malaysia Depository Sdn Bhd

“Bursa Securities”

Bursa Malaysia Securities Berhad

“Code”

Malaysian Code on Take-Overs and Mergers, 2010

“EPS” Earnings per share

“Main Market LR” Main Market Listing Requirements of Bursa Securities

“M K Land” or “Company” M K Land Holdings Berhad (40970-H)

“M K Land Share (s)”

Ordinary share (s) of RM1.00 each in M K Land

“NA”

Net assets

“Proposed Share Buy-Back”

Proposed purchase by M K Land of its own shares on the Bursa Securities of up to ten per cent (10%) of the issued and paid-up capital of the Company during the authorised period.

“Purchased Share (s)”

M K Land Share (s) purchased pursuant to the Proposed Share Buy-Back

“RM” and “sen”

Ringgit Malaysia and sen respectively

“SC”

Securities Commission

“TSDMK”

Tan Sri Datuk (Dr.) Hj Mustapha Kamal Bin Hj Abu Bakar

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TABLE OF CONTENTS

APPENDIX I ENCLOSED EXTRACT OF THE NOTICE OF THE 34TH ANNUAL GENERAL MEETING ENCLOSED FORM OF PROXY ENCLOSED REQUEST FORM ENCLOSED

SHARE BUY-BACK STATEMENT IN RELATION TO THE PROPOSED RENEWAL OF SHARE BUY BACK AUTHORITY

Page

1. INTRODUCTION

3

2. DETAILS OF THE PROPOSED SHARE BUY-BACK

3 - 4

3. FUNDING FOR THE PROPOSED SHARE BUY-BACK

4

4. RATIONALE, POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK

4 - 5

5. EFFECT OF THE PROPOSED SHARE BUY-BACK

5 – 6

6. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS’ SHAREHOLDINGS

7 – 8

7. PURCHASE OF SHARES

9

8. PUBLIC SHAREHOLDING SPREAD

9

9. IMPLICATIONS RELATING TO THE CODE

9 – 10

10. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS

10

11. DIRECTORS’ RECOMMENDATION

10

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M K LAND HOLDINGS BERHAD (40970-H) (Incorporated in Malaysia)

STATEMENT IN RELATION TO THE PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES IN ACCORDANCE WITH SECTION 67A OF THE COMPANIES ACT, 1965

1. INTRODUCTION

On 30 November 2012, the Company announced that the shareholders of the Company had, at the 33rd Annual General Meeting (“AGM”) held on 30 November 2012, approved the authorisation for the Company to purchase its own shares in accordance with Section 67A of the Companies Act, 1965 (“the Act”). The said authorisation shall, in accordance with the Main Market Listing Requirements (“Main Market LR”), expire at the conclusion of the forthcoming AGM which will be held 29 November 2013.

M K Land had on 24 October 2013 announced that the Company proposed to seek from the shareholders the approval for the renewal of the authorisation at the forthcoming 34th AGM for the proposed purchase by M K Land of its own shares of up to ten per cent (10%) of its issued and paid-up share capital during the authorised period.

The purpose of this Statement is to provide you with the details of the Proposed Renewal of Share Buy-Back Authority, to set out the views of your Board and to seek your approval for the resolution pertaining to the Proposed Share Buy-Back to be tabled at the forthcoming 34th AGM of M K Land as Special Business.

2. DETAILS OF THE PROPOSED SHARE BUY-BACK

At previous AGM held on 30 November 2012, the Company had obtained approval from its shareholders to purchase up to 120,726,158 M K Land Shares, which represents ten per cent (10%) of the issued and paid-up share capital of M K Land then on the Bursa Securities in accordance with the provisions of the Act, the Articles of Association of the Company (“the Articles”) and Main Market LR. As at 30 September 2013, the Company had purchased 2,671,600 M K Land Shares which are currently held as treasury shares. There were no shares repurchased from the date of the last AGM. As the authority for the Company to purchase its own shares will expire at the conclusion of the forthcoming 34th AGM of the Company on 29 November 2013, the Company wishes to seek a renewal of authority from the shareholders at annual general meeting for the Company to purchase such number of M K Land Shares which, when aggregated with the M K Land Shares already purchased and/or retained as treasury shares, amounts to not more than ten per cent (10%) of the existing issued and paid-up share capital of M K Land. Currently, as at 30 September 2013, the existing issued and paid-up share capital of M K Land is RM1,207,261,584 comprising 1,207,261,584 M K Land Shares, including 2,671,600 treasury shares held. As such, if approved, the Proposed Renewal of Share Buy-Back Authority would authorise the Company to purchase up to 118,054,558 M K Land Shares, which when aggregated with the M K Land Shares already purchased, would result in 120,726,158 M K Land Shares or ten per cent (10%) of M K Land’s issued and paid-up share capital being purchased.

3

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The Proposed Share Buy-Back will be carried out on the Bursa Securities through an appointed stockbroker.

3. FUNDING FOR THE PROPOSED SHARE BUY-BACK

The Proposed Share Buy-Back will be financed through internally generated funds and/or borrowings. The actual amount of borrowings will depend on the financial resources available at the time of the Proposed Share Buy-Back. The Proposed Share Buy-Back will reduce the cash of the Company by an amount equivalent to the purchase price of M K Land shares and the actual number of M K Land shares bought back. There is no restriction on the type of funds, which may be utilized for the Proposed Share Buy-Back so long as it is backed by an equivalent amount of retained profits and/or share premium of the Company. The audited retained profits and share premium accounts of the Company as at 30 June 2013 amounted to RM131,764,077 and RM9,034,406 respectively. In the event the Company decides to utilize bank borrowings to finance the Proposed Share Buy-Back, it will ensure that it has sufficient financial capability to repay the bank borrowings and related interest expense. The bank borrowings will not have a material impact on the cashflow or earnings of the Company. The actual number of M K Land shares to be purchased, the total amount of funds involved for each purchase and timing of the purchase(s) will depend on inter-alia, the market conditions and sentiments of the stock market as well as the availability of financial resources of the M K Land Group at the time of purchase(s).

4. RATIONALE, POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE

PROPOSED SHARE BUY-BACK The Proposed Share Buy-Back is expected to benefit the Company and its

shareholders in the following manner:

• If necessary in future, M K Land may be able to stabilise the supply and demand of M K Land Shares in the open market, thereby supporting the fundamental values of M K Land Shares;

• If M K Land Shares purchased by M K Land are cancelled, shareholders may

enjoy an increase in the value of their investment in M K Land due to the increase in its earnings per share as a result of the reduction in its issued and paid-up capital, all things being equal; and

• The Purchased Shares may be held as treasury shares and resold in the open

market to reap the potential capital appreciation of the shares without affecting the total issued and paid-up share capital of M K Land. M K Land may also utilise the treasury shares as future dividend payout to M K Land shareholders, which would serve to reward the shareholders of the Company.

4

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The disadvantages of the Proposed Share Buy-Back are as follows:

• The Proposed Share Buy-Back, if implemented, would reduce the financial resources of the Group. This may result in the Group foregoing future investment opportunities and/or any income that may be derived from alternative uses of such funds;

• The Proposed Share Buy-Back may also reduce the amount of resources

available for the payment of cash dividends to shareholders of M K Land. However, the financial resources of the Group may increase pursuant to the resale of the Purchased Shares held as treasure shares at prices higher than the purchase price; and

• The Proposed Share Buy-Back will reduce M K Land’s cashflow, which may

otherwise be used as working capital to generate future profits.

Nevertheless, the Board will be mindful of the interest of M K Land and its shareholders in undertaking the Proposed Share Buy-Back and the subsequent resale of treasury shares on Bursa Securities.

5. EFFECT OF THE PROPOSED SHARE BUY-BACK The effects of the Proposed Share Buy-Back are summarised below. 5.1 Share Capital

Assuming the Proposed Share Buy-Back is implemented in full and all the Purchased Shares are subsequently cancelled, the pro forma effect on the issued and paid-up share capital of the Company will be as follows: RM Issued and paid-up share capital as at 30 September 2013 (including 2,671,600 treasury shares held)

1,207,261,584

Less: Maximum number of shares that may be purchased pursuant to the Proposed Share Buy-Back

(120,726,158)

Issued and paid-up capital * After Proposed Share Buy-Back 1,086,535,426

* Assuming cancellation of all shares purchased.

The amount of shares that may be purchased by the Company is subject, always to the amount available in the retained profits and the share premium accounts of the Company.

If the M K Land Shares so purchased are retained as treasury shares, the issued and

paid-up share capital of M K Land will not be reduced but the rights attaching to the treasury shares in relation to voting, dividends and participation in other distributions or otherwise will be suspended. While these M K Land Shares remain as treasury shares, the Act prohibits the taking into account of such shares in calculating the number of percentage of shares or a class of shares in M K Land for any purpose whatsoever including major shareholdings, takeovers, notices, requisitioning of meetings, quorum for meetings and the results of votes on resolutions.

5

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5.2 Net Assets (“NA”)

The effect of the Proposed Share Buy-Back on the NA per share of the M K Land Group is dependent on the purchase price(s) of the M K Land Shares. If the purchase price is less than the audited NA per share of the Group at the time of purchase, the NA per share will increase. Conversely, if the purchase price exceeds the audited NA per share of the Group at the time of purchase, the NA per share will decrease. The latest audited NA per share of M K Land Group as at 30 June 2013 is RM0.91.

5.3 Earnings The effect of the Proposed Share Buy-Back on the earnings of the M K Land Group would depend on the purchase price(s) and the number of shares purchased as well as the effective funding cost to finance the purchase and/or loss in interest income to the MK Land Group if internally generated funds were utilised for the Proposed Share Buy-Back. The effective reduction in the issued and paid-up share capital of the Company pursuant to the Proposed Share Buy-Back may generally, all else being equal, have a positive impact on the consolidated EPS of the Company.

5.4 Working Capital

The Proposed Share Buy-Back will reduce the working capital of the M K Land Group. The quantum of the reduction of the working capital of the M K Land Group would depend on the purchase price(s) and number of shares purchased.

5.5 Dividends

For the financial year ended 30 June 2013, M K Land has declared two (2) interim dividend of RM0.01 per share less tax at 25% each paid on 25 February 2013 and 20 August 2013 respectively. The treasury shares purchased may be distributed as dividends to shareholders of the Company if the Company so decides.

The rest of this page is intentionally left blank.

6

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6. Directors and Substantial Shareholders’ Shareholdings The effect of the Proposed Share Buy-Back on the shareholdings of the Directors and substantial shareholders of M K Land based on their shareholdings as at 30 September 2013 assuming the Proposed Share Buy-Back is carried out in full is as follows:

Directors Name of Directors Existing as at 30 September 2013

(after taking into account shares purchased and held as treasury shares)

After Proposed Share Buy-Back (on assumption of buy-back of up to 10%)

< ---------Direct---------> < --------Indirect------ > < -------Direct-------> < --------Indirect------ > No. of

shares held %^

held No. of

shares held %^

held No. of

shares held%^

held No. of

shares held %^

held TSDMK 82,405,198 6.84 *488,252,718 40.53 82,405,198 7.58 *488,252,718 44.94

Hjh Felina Binti Tan Sri Datuk (Dr.) Hj Mustapha Kamal

- - - - - - - -

Datuk Kasi A/L K.L. Palaniappan 238,554,015 19.8 - - 238,554,015 21.96 - -

Dato' Mohamad Nor Bin Mohamad - - - - - - - -

Hong Hee Leong - - - - - - - -

Anita Chew Cheng Im - - - - - - - -

Hjh Juliana Heather Binti Ismail - - - - - - - -

Hjh Fazwinna Binti Tan Sri Datuk (Dr.) Hj Mustapha Kamal (Alternate Director to Hjh Felina Binti Tan Sri Datuk (Dr.) Hj Mustapha Kamal)

- - - - - - - -

^ Pursuant to Section 67A(3C) of the Act, while shares are held as treasury shares, the rights attached to them as to voting, dividends and participation in other distribution and

otherwise are suspended and the treasury shares shall not be taken into account in calculating the number or percentage of shares, amongst others, in the company on substantial shareholding and the result of a vote on a resolution at a meeting.

* Deemed interest by virtue of his shareholdings in MKN Holdings Sdn Bhd currently held under OSK Trustees Berhad of which he is the beneficial owner of the Trust and by

virtue of the 9,156,133 shares held under OSK Trustees Berhad of which the beneficial owner of the Trust is the spouse of TSDMK, Puan Sri Datin Hjh Wan Nong Bte Hj Wan Ibrahim.

7

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Substantial Shareholders Name of Substantial Shareholders

Existing as at 30 September 2013

(after taking into account shares purchased and held as treasury shares)

After Proposed Share Buy-Back

(on assumption of buy-back of up to 10%)

< ---------Direct---------> < -------Indirect------- > < --------Direct--------> < --------Indirect----> No. of

shares held %^

held No. of

shares held %^

held No. of

shares held %^

held No. of

shares held %^

held TSDMK

82,405,198

6.84

*488,252,718

40.53

82,405,198

7.58

*488,252,718

44.94

Datuk Kasi A/L K.L. Palaniappan

238,554,015

19.8

-

-

238,554,015

21.96

-

-

Pn Sri Datin Hjh Wan Nong Bte Hj Wan Ibrahim

9,156,133

0.76 #561,501,783

46.61

9,156,133

0.84 #561,501,783

51.68

MKN Holdings Sdn Bhd

479,096,585

39.77

-

-

479,096,585

44.09

-

-

^ Pursuant to Section 67A(3C) of the Act, while shares are held as treasury shares, the rights attached to them as to voting, dividends and participation in other distribution

and otherwise are suspended and the treasury shares shall not be taken into account in calculating the number or percentage of shares, amongst others, in the company on substantial shareholding and the result of a vote on a resolution at a meeting.

* Deemed interest by virtue of his shareholdings in MKN Holdings Sdn Bhd currently held under OSK Trustees Berhad of which he is the beneficial owner of the Trust and

by virtue of the 9,156,133 shares held under OSK Trustees Berhad of which the beneficial owner of the Trust is the spouse of TSDMK, Puan Sri Datin Hjh Wan Nong Bte Hj Wan Ibrahim.

# Deemed interest by virtue of the shareholdings of her spouse, TSDMK in M K Land and MKN Holdings Sdn Bhd. Both TSDMK’s shareholdings in M K Land and MKN

Holdings Sdn Bhd are currently held under OSK Trustees Berhad of which he is the beneficial owner of the Trust. 8

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7. PURCHASE OF SHARES

The Company did not carry out any share buy-back in the previous 12 months preceding the date of this Share Buy-Back Statement. The cumulative number of shares held as treasury shares as at 30 September 2013, being the last practicable date prior to the printing of this statement was 2,671,600 M K Land shares. None of the shares purchased were resold or cancelled. All the purchased shares are held as treasury shares.

8. PUBLIC SHAREHOLDING SPREAD

Based on the Record of Depositors maintained by the Bursa Depository and the register of substantial shareholders of the Company, the public shareholding spread of M K Land as at 30 September 2013, is 32.82%. In the event that the Proposed Share Buy-Back be carried out in full and all the M K Land Shares are purchased from public shareholders, the public shareholding spread of M K Land will be increased from 20.04% to 25.52% .

The Board is mindful that the Company would not partake any Share Buy-Back if the purchase of shares would results in the Company being in breach of the requirements of the public shareholding spread.

9. IMPLICATIONS RELATING TO THE MALAYSIAN CODE ON TAKE-OVERS AND

MERGERS 2010 (“CODE”)

Section 10.1 of the Practice Note 9 of the Code, which deals with the purchase by a company of its own voting shares, states that mandatory obligations shall apply to the following persons: (i) a director of a company, together with persons acting in concert with him (if

any), who as a result of a purchase by a company of its own voting shares, obtains control in the company;

(ii) a person, together with persons acting in concert with him (if any), who has

acquired voting shares of a company at a time when he reasonably or ought reasonably to believe that the company would purchase its own voting shares and who as a result of a purchase by the company, obtains control in the company;

(iii) a director of a company, together with persons acting in concert with him (if

any), who holds more than 33% but less than 50% of the voting shares of the company and who as a result of a purchase by the company of its own voting shares, increases his holding in any period of 6 months by an additional 2% or more of the voting shares of the company; and

(iv) a person, together with persons acting in concert with him (if any), holding

more than 33% but less than 50% of the voting shares of a company, who has acquired voting shares of a company at a time when he reasonably or ought reasonably to believe that the company would purchase its own voting shares and who as a result of a purchase by the company, increases his holding in any period of 6 months by an additional 2% or more of the voting shares of the company.

As at 30 September 2013, TSDMK is a director and substantial shareholder of M K Land, vide his indirect shareholdings of 40.53% in M K Land. As illustrated in the Table in page 7, in the event the Proposed Share Buy-Back is implemented in full and the Shares purchased are from public shareholders, the direct and indirect

9

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shareholdings of TSDMK in M K Land will increase by more than 2%. Accordingly, there is an obligation for TSDMK, together with the persons acting in concert with him, to undertake a mandatory offer for the remaining Shares not already owned by them. However, under Practice Note 24.1 of Practice Note 9 of the Code, holders of voting shares may apply for an exemption from undertaking a mandatory offer obligation arising from the purchase of a company’s own shares. In this regard, TSDMK, together with the persons acting in concert with him shall apply for the said waiver if the obligation is expected to be triggered as a result of the Proposed Share Buy-Back.

10. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS

None of the Directors and substantial shareholders or persons connected with them has any interest, direct or indirect, in the Proposed Share Buy-Back and/or resale of treasury shares, if any.

11. DIRECTORS’ RECOMMENDATION Having taken into consideration all aspects of the Proposed Share Buy-Back, the

Directors are of the opinion that the Proposed Renewal of Share Buy-Back Authority is fair and reasonable and is in the best interest of the Company and accordingly, they recommend that you vote in favour of the resolution pertaining to the Proposed Renewal of Share Buy-Back Authority to be tabled at the forthcoming 34th AGM of the Company.

This Share Buy-Back Statement is dated 7 November 2013

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10

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M K HOLDINGS BERHAD (40970-H)

(Incorporated in Malaysia)

EXTRACT OF THE NOTICE OF THE 34TH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 34th Annual General Meeting of the Company will be held at Saujana Ballroom, The Saujana Hotel, Saujana Resort, Jalan Lapangan Terbang Sultan Abdul Aziz Shah, 40150 Shah Alam, Selangor Darul Ehsan on Friday, 29 November 2013 at 9.30 a.m. for the following purposes: As Special Business [Item : Ordinary Resolution No. 7]

To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution :

PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY “THAT, subject to compliance with the Companies Act, 1965 (“Act”), the Memorandum and Articles of Association of the Company, the Main Market Listing Requirements of the Bursa Malaysia Securities Berhad (“Bursa Securities”) and all other applicable laws, regulations and guidelines and the approvals of all relevant governmental and/or regulatory authorities, the Company be and is hereby authorised to allocate an amount not exceeding the total available retained profits and share premium account of the Company for the purpose of and to purchase such amount of ordinary shares of RM1.00 each in the Company (“Proposed Purchase”) as may be determined by the Directors of the Company from time to time through the Bursa Securities as the Directors may deem fit in the interest of the Company provided that the aggregate number of shares purchased and/or retained as treasury shares pursuant to this resolution does not exceed ten percent (10%) of the total issued and paid-up share capital of the Company during the authorised period. AND THAT, such authority shall commence upon the passing of this resolution until the conclusion of the next annual general meeting of the Company which shall be held no later than 31 December 2014 unless earlier revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting. AND THAT, upon completion of the purchase by the Company of its own shares (“M K Land Shares”), the Directors are authorised to retain M K Land Shares as the treasury shares or cancel M K Land Shares or retain part of M K Land Shares so purchased as treasury shares and cancel the remainder. The Directors are further authorised to resell the treasury shares on the Bursa Securities or distribute the treasury shares as dividends to the Company’s shareholders or subsequently cancel the treasury shares or any combination of the three. AND THAT, the Directors be and are hereby empowered to carry out the above immediately upon the passing of this resolution and from the date of the passing of this resolution until: (i) the conclusion of the next annual general meeting of the Company at which time

the authority shall lapse unless by an ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or

(ii) the expiration of the period within which the next annual general meeting after

that date is required by law to be held; or

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(iii) revoked or varied by ordinary resolution passed by the shareholders in general

meeting;

whichever is the earliest but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and to take all steps as are necessary and/or to do all such acts and things as the Directors deem fit and expedient in the interest of the Company to give full effect to the proposed purchase of M K Land Shares with full powers to assent to any condition, modification, revaluation, variation and/or amendment (if any) as may be imposed by the relevant authorities.”

By order of the Board YEAP KOK LEONG (MAICSA 0862549) AHMAD FAISAL BIN ABDUL KARIM (MAICSA 7045851) SECRETARIES Petaling Jaya 7 November 2013 NOTES: 1. For the purpose of determining a member who shall be entitled to attend and vote at the 34th Annual General

Meeting, the Company shall be requesting the Record of Depositors as at 22 November 2013. Only a depositor whose name appears on the Record of Depositors as at 22 November 2013 shall be entitled to attend and vote at the said meeting as well as for appointment of proxy(ies) to attend and vote on his/her stead.

2. A member entitled to attend and vote at this meeting is entitled to appoint a proxy/(proxies or attorney) or

authorised representative to attend and vote in its stead. 3. A proxy may but need not be a member of the Company and need not be an advocate, an approved company

auditor or a person approved by the Registrar of Companies. The provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

4. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act

1991, it may appoint at least one proxy but not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

5. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company

for the multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

6. Where a member or the authorised nominee appoints two (2) proxies, or where an exempt authorised nominee

appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

7. The instrument appointing a proxy or the power of attorney or other authority, if any, under which it is signed or a

notarially certified copy of that power or authority shall be deposited at the registered office of the Company at 19, Jalan PJU 8/5H, Perdana Business Centre, Bandar Damansara Perdana, 47820 Petaling Jaya, Selangor Darul Ehsan, not less than forty-eight (48) hours before the time for holding the meeting i.e. before 9.30 a.m., 27 November 2013.

8. If the appointer is a corporation, this form shall be executed under its common seal or under the hand of its officer

or attorney duly authorised. 9. If this Proxy Form is signed under the hands of an officer duly authorised, it should be accompanied by a statement

reading “signed as authorised officer under Authorisation Document which is still in force, no notice of revocation having been received”. If this Proxy Form is signed under the attorney duly appointed under a power of attorney, it should be accompanied by a statement reading “signed under Power of Attorney which is still in force, no notice of revocation having been received”. A copy of the Authorisation Document or the Power of Attorney, which should be valid in accordance with the laws of the jurisdiction in which it was created and is exercised, should be enclosed in the Proxy Form.

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REQUEST FORM M K Land Holdings Berhad (40970-H) Annual Report 2013 To: The Registrar Please send to me/us a printed copy of the 2013 Annual Report of M K Land Holdings Berhad. Name of Shareholder:

………………………………………………………………….

NRIC/ Company No.:

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CDS Account No.:

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Address:

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Telephone No.:

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Date:

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………………………………………… Signature of Shareholder Contact Details of M K Land Holdings Berhad for a printed copy of the 2013 Annual Report: Tricor Investor Services Sdn Bhd Level 17, The Gardens North Tower Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur Tel: 03 22643894 Fax: 03 22821886 E-mail: [email protected] Contact Person: Puan Afifah Abu Bakar (e-mail: [email protected]) You may also submit your request on-line via the Share Registrars' website by following the simple steps below: Step 1 - go to http://my-etricor.com/ Step 2 - Click at the "Investor Services" link on the top menu to go to the Investor Services Centre Step 3 - Select the "Services" link on the top menu. Step 4 - Choose the type of service by selecting "Request for Annual Report" Step 5 - Key in the company name in full, i.e. M K Land Holdings Berhad, to search Step 6 - Complete the on-line request form Step 7 - Click the "Submit" button to submit the request