Oct 2022 :- Circular to Shareholder

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

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

Bursa Malaysia Securities Berhad ("Bursa Securities") has not perused the contents of this Circular prior to its issuance as it is an exempt document pursuant to the provisions of Guidance Note 22 of Bursa Securities ACE Market Listing Requirements.

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.

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ("PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE")

The above proposal will be tabled as Special Business at the Twentieth (20th) Annual General Meeting of Scope Industries Berhad ("Scope" or "the Company") to be held and conducted on a fully virtual basis through live streaming and online Remote Participation and Electronic Voting ("RPEV") facilities via online meeting platform at https://meeting.boardroomlimited.my(Domain Registration No. with MYNIC - D6A357657), provided by Boardroom Share Registrars Sdn. Bhd. in Malaysia on Tuesday, 29 November 2022 at 10.30 a.m. or at any adjournment thereof. The Notice of 20th Annual General Meeting together with the Form of Proxy are enclosed in the Annual Report of the Company for the financial year ended 30 June 2022.

A member entitled to attend, participate, speak and vote at the 20th Annual General Meeting is entitled to appoint proxy(ies) to attend, participate, speak and vote on his/her behalf. In such event, the Form of Proxy must be lodged at our Share Registrar's office at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Sekyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia or via electronic means at https://investor.boardroomlimited.comnot less than 48 hours before the stipulated time appointed for holding the 20th Annual General Meeting or at any adjournment thereof. The lodging of the Form of Proxy shall not preclude you from attending, participating, speaking and voting at the 20th Annual General Meeting should you subsequently wish to do so.

Last day and time for lodging the Form of Proxy	:	Sunday, 27 November 2022 at
		10.30 a.m.
Date and time of Twentieth (20th) Annual General Meeting	:	Tuesday, 29 November 2022 at
		10.30 a.m.

This Circular is dated 31 October 2022

DEFINITIONS

For the purposes of this Circular, except where the context otherwise requires, the following definitions shall apply:

"Act"	:	The Companies Act 2016 as amended from time to time, and
		includes every statutory modification or any re-enactment thereof
		for the time being in force
"AGM"	:	Annual General Meeting
"20th AGM"	: Twentieth Annual General Meeting of the Company
"Audit Committee"	: The Audit Committee of Scope
"Board"	: The Board of Directors of Scope
"Bursa Securities"	: Bursa Malaysia Securities Berhad [200301033577 (635998-W)]
"CDS"	:	Central Depository System
"Circular"	: Circular to Shareholders in relation to the Proposal
"Constitution"	:	Constitution of Scope
"Director"	: Shall have the same 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 six (6) months of the date on which the
		terms of the transaction were agreed upon, a director or a chief
		executive of Scope or any other company which is a subsidiary of
		Scope or a holding of Scope
"EPS"	:	Earnings Per Share
"LPD"	:	3 October 2022, being the latest practicable date prior to the
		printing of this Circular
"Listing Requirements"	: ACE Market Listing Requirements of Bursa Securities, including
		any amendments made in respect thereof from time to time
"Market Day"	:	A day which Bursa Securities is open for the trading of securities

"Major Shareholder(s)" : Means a person who has an interest or interests in one or more voting shares in a company and the number or the aggregate number of those shares, is:

1. 10% or more of the total number of voting shares in the Company; or
2. 5% or more of the total number of voting shares in the Company where such person is the largest shareholder of the Company,

and includes any person who is or was within the preceding six

1. months of the date on which the terms of the transaction were agreed upon, such major shareholder of the company or any other company which is its subsidiary or holding company

For the purpose of this definition, "interest in shares" has the meaning given in Section 8 of the Act

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DEFINITIONS (CONT'D)

"NA"	: Net assets attributable to ordinary equity holders of Scope
"Proposed Renewal of	: Proposed renewal of existing shareholders' mandate for Scope
Shareholders'	Group to enter into RRPTs of a revenue or trading nature
Mandate"
"Proposal"	: Proposed Renewal of Shareholders' Mandate
"Related Party(ies)"	: Director(s), major shareholder(s) or person(s) connected with
	such director(s) or major shareholder(s) of Scope
"RRPT(s)"	: A transaction entered into by the Company or its subsidiaries
	which involves the interest, direct or indirect, of a Related Party,
	which is recurrent, of a revenue or trading nature and which is
	necessary for day to day operations of the Company or its
	subsidiaries
"RM" and "sen"	: Ringgit Malaysia and sen, respectively
"Scope" or "Company"	: Scope Industries Berhad [200201023713 (591376-D)]
"Scope Group" or "Group"	: Scope and its subsidiaries
"Scope Share(s)" or "Share(s)"	: Ordinary share(s) in Scope
"Shareholders"	: Shareholders of Scope
"SMSB"	: Scope Manufacturers (M) Sdn. Bhd.
	[199101019061 (229373-P)]
"SRSB"	: Scope Realty Sdn. Bhd.
	[202201028253 (1473950-K)]
"Substantial Shareholder(s)"	: A person who has interest or interests in one or more voting
	Shares in the Company and the number of that Share, or
	aggregate number of those Shares, is not less than 5% of the
	total number of all the voting Shares in the Company
"2022 Annual Report"	: Annual Report of Scope issued for the financial year ended 30
	June 2022

Words incorporating the singular shall, where applicable, include the plural and vice versa and words incorporating the masculine gender shall, where applicable, include the feminine and 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 specified.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

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TABLE OF CONTENTS

LETTER TO THE SHAREHOLDERS CONTAINING :	PAGE
1.	INTRODUCTION	1
2.	DETAILS OF THE PROPOSED RENEWAL OF SHAREHOLDERS'	2
	MANDATE
3.	RATIONALE FOR THE PROPOSED RENEWAL OF SHAREHOLDERS'	7
	MANDATE
4.	EFFECTS OF THE PROPOSED RENEWAL OF SHAREHOLDERS'	7
	MANDATE
5.	INTEREST OF DIRECTORS / MAJOR SHAREHOLDERS / PERSON	7
	CONNECTED
6.	APPROVALS REQUIRED	8
7.	DIRECTORS' RECOMMENDATION	8
8.	ANNUAL GENERAL MEETING	9
9.	FURTHER INFORMATION	9
APPENDIX I - FURTHER INFORMATION	10

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

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(Incorporated in Malaysia)

Registered Office

48, Jalan Chow Thye

10050 George Town

Pulau Pinang

31 October 2022

Board of Directors

Lee Min Huat	(Executive Chairman)
Lim Chiow Hoo	(Managing Director)
Tan Poh Heng	(Senior Independent Non-Executive Director)
Law Kim Fatt	(Independent Non-Executive Director)
Lim Ee Tatt	(Non-IndependentNon-Executive Director)
Hsu, Ching-Chen	(Non-IndependentNon-Executive Director)

To : The Shareholders of Scope

Dear Sir/Madam,

PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE

1. INTRODUCTION

At the AGM of the Company held on 23 November 2021, the Company sought and obtained from its shareholders the general mandate for Scope Group to enter into RRPTs of a revenue or trading nature in the ordinary course of business based on commercial terms which are not more favourable to the Related Parties than those generally available to the public and which are necessary for Scope Group's day to day operations. The aforesaid mandate shall, in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming 20th AGM of the Company unless authority for its renewal is obtained from the Shareholders.

On 13 October 2022, the Board of Directors of Scope had announced that the Company has proposed to seek its shareholders' approval for the Proposed Renewal of Shareholders' Mandate pursuant to Rule 10.09 of the Listing Requirements.

The purpose of this Circular is to provide you with the relevant information of the Proposed Renewal of Shareholders' Mandate and to seek your approval on the ordinary resolution pertaining to the Proposed Renewal of Shareholders' Mandate to be tabled at the forthcoming 20th AGM, which will be held and conducted on a fully virtual basis through live streaming

and online RPEV facilities via online meeting platform at https://meeting.boardroomlimited.my(Domain Registration No. with MYNIC - D6A357657), provided by Boardroom Share Registrars Sdn. Bhd. in Malaysia on Tuesday, 29 November 2022 at 10.30 a.m. or at any adjournment thereof. The notice of the 20th AGM together with the Form of Proxy is enclosed in the 2022 Annual Report.

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