Kumpulan Perangsang Selangor : RRPT Circular 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

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

Bursa Malaysia Securities Berhad ("Bursa Securities") has not perused the contents of this Circular prior to their issuance as it is an exempt Circular pursuant to Paragraph 2.1(gA) of Practice Note 18 of the 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.

KUMPULAN PERANGSANG SELANGOR BERHAD

(Registration No. 197501002218/23737-K) (Incorporated in Malaysia)

CIRCULAR TO

SHAREHOLDERS IN RELATION

TO THE

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

The resolution in respect of the above proposal will be tabled at the Forty-Seventh (47th) Annual General Meeting ("AGM") of the Company, which will be conducted virtually through live streaming and online voting via the Remote Participation and Electronic Voting ("RPEV") facilities at https://investor.boardroomlimited.com/ from the Broadcast Venue at Kumpulan Perangsang Selangor Berhad ("KPS Berhad") Corporate Office, 17th Floor, Plaza Perangsang Persiaran Perbandaran, 40000 Shah Alam Selangor Darul Ehsan, on Monday, 27 May 2024 at

10.00 a.m. Notice of the 47th AGM of the Company together with the Form of Proxy is enclosed together with the 2023 Integrated Annual Report ("2023IAR") of the Company, which is available at http://kps.com.my/index.php/investor-relations/reports.

The Form of Proxy must be lodged at the Company's share registrar, Boardroom Share Registrars Sdn Bhd ("Boardroom")'s office at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia, or alternatively, to submit your electronic Proxy Form via Boardroom Smart Investor Portal at https://investor.boardroomlimited.com not later than 48 hours before the time set for holding the meeting. Please refer to the procedures for submission of the Proxy Form in the Administrative Details.

Last date and time for lodging the Form of Proxy	:	Saturday, 25 May 2024 at 10.00 a.m.
Date and time of AGM	:	Monday, 27 May 2024 at 10.00 a.m.

This Circular is dated 23 April 2024

____________________________________________________________________________________

DEFINITIONS

____________________________________________________________________________________

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

"Act"	:	Companies Act 2016
"AGM"	:	Annual General Meeting
"Air Selangor"	: Pengurusan Air Selangor Sdn Bhd, a wholly-owned subsidiary of ASHB
"ASHB"	: Air Selangor Holdings Berhad, a wholly-owned subsidiary of MBI
"Aqua-Flo"	: Aqua-Flo Sdn Bhd, a 51%-owned subsidiary of KPS Berhad
"BASB"	: Bold Approach Sdn Bhd, a wholly-owned subsidiary of KPS Berhad
"Board" or "Board of	:	The Board of Directors of KPS Berhad
Directors"
"DCEOFCS"	: Deputy Chief Executive Officer (Finance & Corporate Services)
"MD/GCEO"	: Managing Director/Group Chief Executive Officer
"IEC/TEC"	: Investment Evaluation Committee/Tender Evaluation Committee
"HOS"	:	Head of Subsidiaries
"BAC"	: Board Audit Committee of KPS Berhad
"Bursa Securities"	: Bursa Malaysia Securities Berhad
"Cash Band"	: Cash Band (M) Berhad, a wholly-owned subsidiary of KPS Berhad
"CBB"	: Century Bond Bhd, a wholly-owned subsidiary of PPSB
"DEIG"	: Darul Ehsan Investment Group Berhad, an immediate holding company and
		a major shareholder of KPS Berhad with 57.88% interest in the Company. It
		is a wholly-owned subsidiary of MBI
"Circular"	:	Circular to Shareholders dated 23 April 2024 in relation to the Proposed
		Shareholders' Mandate
"Director(s)"	: Shall have the meaning given in Section 2(1) of the Capital Markets and
		Services Act 2007 and includes any person who is or was within the
		preceding 6 months of the date on which the terms of the transaction were
		agreed upon, a director or chief executive of KPS Berhad, its subsidiaries or
		its holding company
EXCO	:	Executive Committee
"2023IAR"	: 2023 Integrated Annual Report
"Interested	: Director(s) who are deemed to be Related Parties and are interested in the
Director(s)"		Proposed Shareholders' Mandate
"Interested Major	:	Major Shareholders who are deemed to be Related Parties and are
Shareholders"		interested in the Proposed Shareholders' Mandate
"Interested Persons	: Refers to Persons Connected to the Directors and/or Major Shareholders of
Connected"		the Company

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DEFINITIONS (Cont'd)

"Kaiserkorp" : Kaiserkorp Corporation Sdn Bhd

"MBI": Menteri Besar Selangor (Pemerbadanan), a holding company of DEIG and

AHSB

"KPS Berhad" or "the : Kumpulan Perangsang Selangor Berhad Company"

"KPS Berhad Group" : KPS Berhad and its subsidiary companies or "the Group"

"KPS-HCM"	KPS-HCM Sdn Bhd, a 51%-owned subsidiary of KPS Berhad
"Listing	: Main Market Listing Requirements of Bursa Securities, including any
Requirements"	amendments that may be made from time to time
"LPD"	: 26 March 2024, being the latest practicable date prior to the printing of the
	Circular
"Major	: A person who has an interest or interests in one or more voting shares in a
Shareholder(s)"	company and the number or aggregate number of those shares is:
	(a) 10% or more of the total number of all the voting shares in the
	company; or
	(b) 5% or more of the total number of voting shares in the company where
	such person is the largest shareholder of the company.
	For the purpose of the Proposed Shareholders' Mandate, "interest" shall
	have the meaning of "interest in shares" given in Section 8 of the Act. It also
	includes any person who is or was within the preceding 6 months of the date
	on which the terms of the transactions were agreed upon, a major
	shareholder of KPS Berhad or its holding company.
"Partner"	: in relation to any person (referred to as "said Person"), means such person
	who falls within any one of the following categories:
	(a) a person with whom the said Person, is in or proposes to enter into
	partnership with. "Partnership" for this purpose refers to a "partnership"
	as defined in section 3 of the Partnership Act 1961 or "limited liability
	partnership" as defined in section 2 of the Limited Liability Partnerships
	Act 2012, as the case may be; or
	(b) a person with whom the said Person has entered or proposes to enter
	into a joint venture, whether incorporated or not.
"Person(s)	: in relation to any person (referred to as "said Person") means such person
Connected"	who falls under any one of the following categories:
	(a) a family member of the said Person;
	(b) a trustee of a trust (other than a trustee for a share scheme for
	employees or pension scheme) under which the said Person, or a
	family member of the said Person, is the sole beneficiary;
	(c) a Partner of the said Person;
	(d) a person, or where the person is a body corporate, the body corporate
	or its directors, who is/are accustomed or under an obligation, whether
	formal or informal, to act in accordance with the directions, instructions
	or wishes of the said Person;
	(e) a person, or where the person is a body corporate, the body corporate
	or its directors, in accordance with whose directions, instructions or
	wishes the said Person is accustomed or is under an obligation,
	whether formal or informal, to act;
	ii

DEFINITIONS (Cont'd)

(f) a body corporate in which the said Person, or persons connected with the said Person are entitled to exercise, or control the exercise of, not less than 20% of the votes attached to voting shares in the body corporate; or

	(g) a body corporate which is a related corporation of the said Person.
"NBSB"	: Nadi Biru Sdn Bhd, a wholly-owned subsidiary of KPS Berhad
"PKNS"	: Perbadanan Kemajuan Negeri Selangor, a substantial shareholder of KPS
	Berhad and a Person Connected to DEIG
"PPSB"	: Perangsang Packaging Sdn Bhd, a wholly-owned subsidiary of KPS Berhad
"Prismachem"	: Prismachem Sdn Bhd, a Major Shareholder of Aqua-Flo
"Proposed	Proposed renewal of the existing shareholders' mandate for the RRPTs of a
Shareholders'	revenue or trading nature entered/to be entered into by KPS Berhad from
Mandate" or	the date of the forthcoming 47th AGM to the next AGM of the Company
"Proposal"
"Related Party(ies)"	: A Director, Major Shareholder or Person Connected with such Director or
	Major Shareholder as defined under Chapters 1 and 10 of the Listing
	Requirements
"RM" and "sen"	: Ringgit Malaysia and sen respectively
"RRPT"	: Related party transactions which are recurrent of a revenue or trading nature
	and which are necessary for the day-to-day operations and are entered/ to
	be entered into by KPS Berhad with the Related Parties in the ordinary
	course of business which involve the interest, direct or indirect, of Related
	Parties
"Share(s)"	: Number of ordinary share(s) issued by KPS Berhad
"Sg. Harmoni"	: Sungai Harmoni Sdn Bhd, a wholly-owned subsidiary of Taliworks
"SPT"	: Smartpipe Technology Sdn Bhd, an indirect 64%-owned subsidiary of KPS
	Berhad via NBSB
"TWNS"	: Tabung Warisan Negeri Selangor, a shareholder of KPS Berhad and a
	Person Connected to DEIG
"Taliworks"	: Taliworks Corporation Berhad, a Major Shareholder of Aqua-Flo

All references to "our Company" in this Circular are to KPS Berhad. References to "our Group" are to our Company and our subsidiaries. References to "we", "us", "our" and "ourselves" are to our Company and where the context requires, shall include our subsidiaries.

All references to "you" in this Circular are to our shareholders.

Words denoting the singular shall, where applicable, include the plural and vice versa and words indicating the masculine gender shall, where applicable, include the feminine and/or neuter genders and vice versa. Reference to persons shall include a corporation unless otherwise specified.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of a day in this Circular shall be a reference to Malaysian time, unless otherwise stated.

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CONTENTS

LETTER TO THE SHAREHOLDERS OF KPS BERHAD:

Page

1. INTRODUCTION

1

2. INFORMATION ON THE PROPOSED SHAREHOLDERS' MANDATE

	2.1	Provisions under the Listing Requirements	2
	2.2	Principal Activities of KPS Berhad	3 - 6
	2.3	Information on Related Parties and Nature of Transactions	7 - 10
	2.4	Amount due and owing to KPS Berhad by Related Parties	11
	2.5	Review Procedures for the RRPT	11 - 12
	2.6	Threshold for Approval of RRPT within KPS Berhad	12 - 14
	2.7	Statement by the BAC	14
	2.8	Rationale and Benefit for the Proposed Shareholders' Mandate	14 - 15
	2.9	Financial Effects of the Proposed Shareholders' Mandate	15
	2.10	Interests of Director(s), Major Shareholders and/or Persons Connected to	15 - 16
		Them
3.	DIRECTORS' RECOMMENDATION	16
4.	APPROVAL REQUIRED	16
5.	47th AGM	16
6.	FURTHER INFORMATION	16
APPENDIX I	: FURTHER INFORMATION	17 - 21

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LETTER TO THE SHAREHOLDERS OF

KUMPULAN PERANGSANG SELANGOR BERHAD

KUMPULAN PERANGSANG SELANGOR BERHAD

(Registration No. 197501002218 (23737-K))

(Incorporated in Malaysia)

Registered Office:

17th Floor, Plaza Perangsang

Persiaran Perbandaran

40000 Shah Alam

Selangor Darul Ehsan

23 April 2024

Board of Directors

YB Dato' Setia Haji Haris bin Kasim (Chairman, Non-IndependentNon-Executive Director) Ts. Saipolyazan bin Mat Yusop (Non-IndependentNon-Executive Director)

YBhg Dato' Ikmal Hijaz bin Hashim (Senior Independent Non-Executive Director) Puan Norliza binti Kamaruddin (Independent Non-Executive Director)

YBhg Dato' Noorazman bin Abd Aziz (Independent Non-Executive Director) Ms Sharmila Sekarajasekaran (Independent Non-Executive Director)

YBhg Datuk Syed Izuan bin Syed Kamarulbahrin (Independent Non-ExecutiveDirector) Encik Ahmad Fariz bin Hassan (Managing Director/Group Chief Executive Officer)

To: The Shareholders of KPS Berhad

Dear Sir/Madam

PROPOSED SHAREHOLDERS' MANDATE

1. INTRODUCTION

On 26 March 2024, the Board announced that the Company proposed to seek the approval of its shareholders for the Proposal at the forthcoming 47th AGM of the Company.

The purpose of this Circular is to provide you with relevant details of the Proposed Shareholders' Mandate and to seek your approval for the ordinary resolution relating to the Proposed Shareholders' Mandate under the agenda of Special Business as set out in the Notice of the 47th AGM of the Company, which will be conducted virtually through live streaming and online voting via the RPEV facilities at https://investor.boardroomlimited.com/ from the Broadcast Venue at KPS Berhad Corporate Office, 17th Floor Plaza Perangsang, Persiaran Perbandaran, 40000 Shah Alam, Selangor Darul Ehsan, on Monday, 27 May 2024 at 10.00 a.m., enclosed in the 2023IAR of the Company.

SHAREHOLDERS ARE ADVISED TO READ THE CONTENTS OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTION TO GIVE EFFECT TO THE PROPOSED SHAREHOLDERS' MANDATE

1

2. INFORMATION ON THE PROPOSED SHAREHOLDERS' MANDATE

2.1 Provisions under the Listing Requirements

Pursuant to Paragraph 10.09(2) and Practice Note 12 of the Listing Requirements, a listed issuer may seek a shareholders' mandate for RRPT 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 shareholders' mandate is subject to annual renewal and disclosure is made in the 2023IAR of the aggregate value of transactions conducted pursuant to the shareholders' 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 listed issuer's circular to shareholders for the shareholders' mandate includes the information as may be prescribed by Bursa Securities;
4. in a meeting to obtain the shareholders' mandate, the Interested Directors, Interested Major Shareholders and where it involves the interest of an Interested Person Connected, such Director or Major Shareholder, must not vote on the resolution in respect of the RRPT. An Interested Director or Interested Major Shareholder must also ensure that Persons Connected with him abstain from voting on the resolution in respect of the RRPT; and
5. the listed issuer immediately announces to Bursa Securities when the actual value of a RRPT entered into by the listed issuer or its subsidiaries, exceeds the estimated value of the RRPT disclosed in the circular by 10% or more and must include the information as may be prescribed by Bursa Securities in its announcement.

Transactions entered into between a listed issuer (or any of its wholly-owned subsidiaries) and its wholly-owned subsidiary are excluded from complying with the requirements under Chapter 10 of the Listing Requirements.

Where a shareholders' mandate pursuant to Paragraph 10.09(2) of the Listing Requirements has been procured, the provisions of Paragraph 10.08 of the Listing Requirements will not apply.

The Proposed Shareholders' Mandate, if approved by the shareholders at the 47th AGM, shall continue to be in force until:

1. the conclusion of the next AGM of the Company at which time it will lapse, unless the authority is renewed by a resolution passed at the next AGM;
2. the expiration of the period within which the next AGM of the Company after that date is required to be held pursuant to Section 340(2) of the Act (but must not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or
3. revoked or varied by resolution passed by the shareholders of the Company in a general meeting before the next AGM,

whichever is earlier.

KPS Berhad is proposing to seek its shareholders' approval for the Proposed Shareholders' Mandate pursuant to Paragraph 10.09 and Practice Note 12 of the Listing Requirements, to enable the Group to continue entering into the RRPT with the Related Parties.

2

2.2 Principal Activities of KPS Berhad

The principal activity of KPS Berhad is investment holding.

The details of KPS Berhad's subsidiary companies are set out in the table below:

						Proportion
Name of Company	Principal Activities		of Equity
						Interest (%)
Held by the Company
BASB	Investment holding			100
NBSB	Investment holding			100
Perangsang Oil & Gas Sdn Bhd	Investment holding			100
PPSB	Investment holding			100
Viable Chip (M) Sdn Bhd	Investment holding			100
Cash Band	Investment holding			100
Perangsang Dinamik Sdn Bhd	Investment holding			100
Perangsang Capital Sdn Bhd	Investment holding and to undertake the	100
	establishment of Islamic Medium-Term
	Notes Programme and all matters
	relating thereto
Aqua-Flo	Trading in chemical products, water	51
	meters and	laboratory	monitoring
	equipment and disinfection system
KPS-HCM	Buildings	and	road	construction,	51
	maintenance and rehabilitation
Held by NBSB
SPT	Contractors and subcontractors for the	64
	laying of pipes for all kinds of
	constructional,	structural	and	civil
	engineering works
Held by PPSB
CBB	Investment holding and provision of	100
	management services
Held by CBB
Eversynergy Sdn Bhd	Property holding				100
Multiview Enterprises Sdn Bhd	Sales and marketing of industrial	100
	packaging	tapes, materials	and
	machinery and household care products
Prestige Packages Sdn Bhd	Manufacturing and sale of multi-wall	100
	paper bags, woven laminated bags and
	pulp moulded products and food process
	packaging;	and	manufacture, process
	and trade	in all kinds	of food	and

3

		Proportion
Name of Company	Principal Activities	of Equity
		Interest (%)
	beverage products including but not
	limited to coffee and sugar
Pro Pulp Packages Sdn Bhd	Manufacturing and sales of pulp moulded	100
	products
Polyplus Packages Sdn Bhd	Manufacturing and sales of corrugated	100
	carton boxes
Polyplus Packages (JB) Sdn	Manufacturing and sales of corrugated	100
Bhd	carton boxes
Held by Prestige Packages
Sdn Bhd
Centoz Industries Sdn Bhd	Manufacturing and sales of paper	80
	products
Brandpak Industries Sdn Bhd	Manufacturing and marketing of stretch	100
	films, plastic bags and liners
PT. Prestige Packages	Manufacturing and sales of cement	95
Indonesia	paper bags
Esteem Packaging Pte Ltd	Trading in paper and plastic packaging	80
	products
Held by Multiview Enterprise
Sdn Bhd
Multiview Packaging Sdn Bhd	Manufacturing, marketing and trading of	100
	stretch film, shrink film, plastic bags,
	liners, industrial packaging tapes, edge
	protector, paper core, garbage bags and
	plastic related products
Multiview (S) Pte Ltd	Sales and marketing of household care	100
	products and packaging materials
Macro Chemicals Sdn Bhd	Contract manufacturing of adhesive and	100
	household care products
Held by Polyplus Packages
(JB) Sdn Bhd
Infinity Packaging Solution	Offset printing for corrugated carton	51
Sdn Bhd	boxes, pulp moulded products and
	packaging
Polyplus Packages (PG) Sdn	Manufacturing and sales of corrugated	60
Bhd	carton boxes and packaging
Taspack Industrial Sdn Bhd	Process and supply of instruction manual	85
	books, boxes and all other packing
	materials
PT. Infinity Packaging	Processing of packaging and boxes from	51
Solutions	paper and cardboard

4